AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Opap S.A.

Interim / Quarterly Report Sep 3, 2025

2696_10-k_2025-09-03_00a89c87-6f35-4bcc-addd-8b04600a1896.pdf

Interim / Quarterly Report

Open in Viewer

Opens in native device viewer

[Strictly Confidential]

TABLE OF CONTENTS

A. Representation of the Members of the Board of Directors 4
B. Six-month Board of Directors' Report for the period 01.01.2025 to 30.06.2025 5
1. Financial progress and performances in the reporting period 5
2. Significant events during the first half of 2025 and their effect on the interim condensed financial
information 8
3. Main risks and uncertainties in the second half of 2025 10
4. Company's strategy and Group's prospects for the second half of 2025 16
5. Related Party Transactions 20
6. Subsequent events 22
7. Alternative Performance Indicators (API) 24
C. Interim Condensed Financial Information 26
Report on Review of Interim Financial Information 27
1. Condensed Statement of Financial Position 29
2. Condensed Income Statement 30
3. Condensed Statement of Comprehensive Income 31
4. Condensed Statement of Changes in Equity 32
4.1. Condensed Consolidated Statement of Changes in Equity 32
4.2. Condensed Statement of Changes in Equity of the Company 33
5. Condensed Cash Flow Statement 34
Notes on the Interim Condensed Financial Information 35
1. General information for the Group and the Company 35
2. Basis for the preparation of the Interim Condensed Financial Information 35
2.1. Important accounting estimates and judgements 36
2.2. New Standards, amendments to standards and interpretations 36
3. Group structure 40
4. Operating segments 41
5. Intangible assets 45
Disposals 46
6. Property, plant and equipment 48
7. Right-of-Use Assets and Lease liabilities 50
8. Other non - current assets 52
9. Deferred taxes – Income Taxes 53
10. Inventories 56
11. Trade receivables 56
12. Other current assets 58
13. Cash and cash equivalents 59
14. Share capital and Share Premium 59
15. Non-controlling interests 60
16. Borrowings 61
17. Other non-current liabilities 63
18. Trade payables 64
19. Other current liabilities 65
20. Dividends 66
21. GGR Contribution and other levies and duties 66
22. Agents' commissions 67
23. Other direct costs 67
24. Revenue from non-gaming activities 67
25. Income related to the extension of the concession of the exclusive right 2020-2030 68
26. Cost of sales related to non-gaming activities 68
27. Payroll expenses 69
28. Marketing expenses 69
29. Other operating expenses 70
30. Finance income / (costs) 71
31. Income tax expense 72
32. Related party disclosures 73
33. Financial instruments and financial risk factors 76
34. Reclassifications 84
35. Subsequent events 84

A. Representation of the Members of the Board of Directors

(according to article 5, par. 2 of L. 3556/2007)

The members of the Board of Directors of ORGANIZATION OF FOOTBALL PROGNOSTICS S.A. ("OPAP S.A." or the "Company"):

    1. Jan Karas, Chairman and Chief Executive Officer,
    1. Kamil Ziegler, Board Member,
    1. Pavel Mucha, Board Member and Chief Financial Officer,

notify and certify that as far as they know:

  • a) The attached Interim Condensed Financial Information (Separate and Consolidated) of the Group of OPAP S.A. (the "Group") for the period from 01.01.2025 to 30.06.2025, which has been prepared in accordance with the applicable International Financial Reporting Standards, provide a true and fair view of the assets and liabilities, the equity and the results of the Group and the Company, as defined in paragraphs 3 to 5 of article 5 of the L. 3556/30.4.2007 and the authorization decisions of the Board of Directors of the Hellenic Capital Market Commission.
  • b) The six-month Report of the Board of Directors provides a true and fair view of the information required according to paragraph 6 of article 5 of the L. 3556/30.4.2007 and the authorization decisions by the Board of Directors of the Hellenic Capital Market Commission.

Athens, 02 September 2025

Chairman and Chief Executive Officer

Board Member Board Member and Chief Financial Officer

4

[Strictly Confidential]

Jan Karas Kamil Ziegler Pavel Mucha

B. Six-month Board of Directors' Report for the period 01.01.2025 to 30.06.2025

(according to par. 6 of article 5 of the Law 3556/2007 and the decisions of Hellenic Capital Market Commission Decision 8/754/14.04.2016 article 4 and Decision 1/434/2007 article 3)

The six-month Board of Directors' Report of OPAP S.A. (the "Company" or "Parent company") refers to the first six months of 2025 and was prepared in compliance with the provisions set forth in article 5 of Law 3556/2007 and the relevant Hellenic Capital Market Commission Rules issued by the Board of Directors of the Hellenic Capital Market Commission. The Company and its subsidiaries shall hereafter collectively be referred to as the "Group".

The report describes briefly the financial performance of the Group and the Company respectively for the first six months of 2025, as well as significant events which took place during the same period and had a significant effect on the Interim Condensed Financial Information. It also describes significant risks that may arise during the following remaining period of the fiscal year 2025 and finally, the material transactions with the Company's and the Group's related parties.

1. Financial progress and performances in the reporting period

Financial Performance

[Strictly Confidential]

(Amounts in thousands of euro) 01.01- 30.06.2025 01.01- 30.06.2024 Δ % Revenue (GGR) 1,152,965 1,082,511 6.5% GGR contribution and other levies and duties (365,049) (342,372) (6.6%) Net gaming revenue (NGR) 787,916 740,140 6.5% Profit before interest, tax, depreciation and amortisation (EBITDA) 398,379 373,650 6.6% Profit before income tax 324,201 303,245 6.9% Profit for the period 239,716 224,906 6.6% Net increase/(decrease) in cash and cash equivalents Net cash inflow from operating activities 327,842 302,860 8.2% Net cash outflow from investing activities (22,035) (15,695) (40.4%) Net cash outflow from financing activities (302,882) (324,053) 6.5%

The Group's key financial figures are presented below:

(Amounts in thousands of euro) 01.01-
30.06.2025
01.01-
30.06.2024
Δ %
Revenue (GGR) 737,723 706,691 4.4%
GGR contribution and other levies and duties (225,558) (217,305) (3.8%)
Net gaming revenue (NGR) 512,165 489,386 4.7%
Profit before interest, tax, depreciation and
amortisation (EBITDA)
309,842 296,827 4.4%
Profit before income tax 291,509 289,814 0.6%
Profit for the period 236,131 236,842 (0.3%)
Net increase/(decrease) in cash and cash equivalents
Net cash inflow from operating activities 271,741 284,638 (4.5%)
Net cash inflow from investing activities 27,259 42,490 (35.8%)
Net cash outflow from financing activities (292,949) (324,064) 9.6%

The Company's key financial figures are presented below:

During ΗΥ 2025, the Group demonstrated a robust financial performance, reporting a notable increase in both Revenue (GGR) and Net Gaming Revenue (NGR) compared to the corresponding period of the previous year. This positive performance reflects the continued trend of organic growth within the Group, driven primarily by the strong results in the online sector, which recorded a 14.4% increase in GGR, as well as the solid growth in the retail sector, which recorded a 3.4% increase in GGR. Specifically, GGR from betting activities grew by 5.2%, GGR from lottery games increased by 3.9%, GGR from VLTs rose by 4.3%, and GGR from casino operations grew by 22.1% compared to HY 2024.

The profitability of the Group and the Company, as measured by Profit before interest, tax, depreciation and amortisation (EBITDA) and Profit before income tax, is a direct reflection of the strong top-line performance and demonstrates the continued effectiveness of the growth strategy and operational efficiency.

As far as the cash flows are concerned:

  • the cash inflows from operating activities remained consistently robust, reflecting the strong operational profitability of both the Group and the Company, supported by disciplined working capital management,
  • the Group's cash outflows for investing activities increased at Group level, primarily due to higher acquisitions of intangibles assets and property, plant and equipment by €3,625 th. at the Company and €1,025 th. at STOIXIMAN LTD. Furthermore, at Company level, dividends received from subsidiaries during the current period decreased by €20,000 th. compared to the corresponding HY period of the previous year and,

• the variation in cash outflows from financing activities for both the Group and the Company is primarily attributable to the acquisition of treasury shares amounting to € 77,667 th. during HY 2024 as well as the increased dividends paid to Company's shareholders by € 64,738 th. during HY 2025.

7

2. Significant events during the first half of 2025 and their effect on the interim

condensed financial information

Financing

New loans and interest rate swap agreements

  • On 06.03.2025, the Company entered into a new loan agreement in order to refinance its credit facility of nominal amount of € 300,000 th. which is scheduled to expire on its entirety on 12.05.2027. The new loan has nominal amount of € 240,000 th. and it has maturity date 12.05.2032. Additionally, an interest rate swap agreement has been established with trade date 24.06.2025 and effective date 26.06.2025, in order the Company to hedge the risk regarding the floating interest rate of the respective loan.
  • On 06.03.2025, the Company entered into a new loan agreement in order to refinance its credit facility of nominal amount of € 250,000 th. which is scheduled to expire on 16.03.2026. The new loan has nominal amount of € 250,000 th. and it has maturity date 16.03.2031. Additionally, an interest rate swap agreement has been established with trade date 04.04.2025 and effective date 16.03.2026, in order the Company to hedge the risk regarding the floating interest rate of the respective loan.

Loans' repayment/receipt

On 12.05.2025, the Company executed a capital repayment of € 40,000 th. and simultaneously received a capital amount of the same value, in accordance with the new loan agreement signed on 06.03.2025.

Distribution to the shareholders

Dividend for the year 2024

[Strictly Confidential]

The Company's Board of Directors decided during its meeting on 18.03.2025 to distribute a gross amount of € 503,141 th. or € 1.402852798 per share as total dividend for the fiscal year 2024 with € 0.602852798 per share having already paid as interim dividend in November 2024.

The Company's Annual General Meeting ("AGM") of the Shareholders of the Company dated 29.04.2025 approved the abovementioned distribution and a gross amount of € 286,883 th. or € 0.80 per share, excluding 11,459,263 treasury shares, was distributed on 14.05.2025.

Dividends from subsidiaries

  • OPAP INVESTMENT LTD, according to its AGM approval dated 28.03.2025, declared to distribute an additional dividend of € 40,000 th. for the year ended 31.12.2024, with an interim dividend of € 45,000 th. has already been paid on 10.10.2024. The final dividend for the year ended 31.12.2024 is the aggregate amount of € 85,000 th.. The additional dividend was distributed on 24.04.2025.
  • OPAP SPORTS LTD, according to its AGM approval dated 30.06.2025, declared to distribute a dividend of € 5,000 th. for the year ended 31.12.2024 which, as at 30.06.2025 has not been paid.

Share Buy-back Programme

Following the Company's AGM resolution on the establishment of a share buy-back programme, the Company announced to the investment community that it intends to proceed to the purchase of own shares the nominal value of which will not exceed the approved by the AGM limit of 5% of the Company's paid up capital during the period from 17.06.2025 until 17.06.2027 at a minimum purchase price equal to the nominal value of the share (€ 0.30) and maximum purchase price equal to € 25.

Share capital increase of HELLENIC LOTTERIES S.A.

The Board of Directors of HELLENIC LOTTERIES S.A. decided on 27.05.2025 to propose to its shareholders at the AGM, the increase of its share capital by € 10,500 th.. The AGM of HELLENIC LOTTERIES S.A. dated 30.06.2025 approved the issuance of 1,050,000 new ordinary shares of € 0.04 nominal price at an issue price of € 10.00 each (i.e. at a € 9.96 share premium each). Consequently, the Share Capital of HELLENIC LOTTERIES S.A. increased by € 42 th. and its Share Premium reserve by € 10,458 th.. The respective amount has not paid yet.

3. Main risks and uncertainties in the second half of 2025

Below we present the main risks and uncertainties to which the Group is exposed.

Risk related to political and economic conditions, as well as market conditions and developments in Greece

Looking ahead to the remainder of the year, the Greek economy appears poised to maintain its robust momentum, outpacing the euro area average. Steady investment inflows, higher employment, and solid private consumption are set to drive growth, while tourism and exports are expected to provide additional boost to the economy. Greece's disciplined fiscal stance places the country among the EU's top fiscal performers, supporting significant deficit reduction and primary surpluses. Nonetheless, external risks persist, particularly from trade policies uncertainty and geopolitical tensions, which could moderate growth prospects. The direct effects of recently imposed tariffs are anticipated to be minimal due to Greece's limited exposure to the US export market; however, the economy may experience some indirect pressures through diminished euro area demand and elevated uncertainty. Even so, the Greek economy is expected to stay on a positive trajectory, with growth underpinned by dynamic domestic demand and a gradual normalization of inflation.

The Group's activity is significantly affected by disposable income and private consumption, which in turn are affected by the current economic conditions in Greece, such as the GDP, unemployment, inflation, taxation levels and increased energy costs. As such, a potential deterioration of the aforementioned indicators together with a decline in economic sentiment and/or consumer confidence, could result in a decrease of the gaming related frequency and spending of the Group's customers.

Change in regulatory requirements

The gaming sector in Greece is intensively regulated by the Hellenic Gaming Commission. The Greek authorities may unilaterally alter the legislative and regulatory framework that governs the provision of the games offered by the Group, whilst respecting obligations coming from valid concession agreements. Modifications of the Greek regulatory framework, drive evolving challenges for the Group and may have a substantial impact, due to the restrictions of betting activities or the increase of compliance costs. OPAP consistently complies with regulatory standards and its obligations under its various licences and continuously monitors, analyses and addresses changing regulatory requirements in an efficient and effective manner.

A potential inability on the Group's part to comply with the regulatory and legal framework, as in force from time to time, could have a negative impact on the Group's business activities. Additionally, potential restrictions on advertising can reduce the ability to reach new customers, thus impacting the

implementation of the strategic objectives to focus on sustainable value increase of the Group's business activities.

OPAP participates in the public consultations of laws and regulations proposals and drafts, related to the business activities of the Group which are submitted by the competent authorities (Hellenic Gaming Commission, Ministry of Finance etc.). Furthermore, OPAP continually adapts to the changing regulatory/legal framework, while through appropriate policies, processes and controls a rational and balanced gaming regulation has been achieved.

It is finally mentioned that the Group's foremost objective is to align as well with the regulatory framework beyond Greek territory, to pioneer and apply the best practices internationally. This commitment is evidenced by the recent renewal of the certifications awarded to OPAP in the "Responsible Gaming" by the European Lotteries ("EL") and the World Lottery Association ("WLA").

Tax Change risk

The Group's business activities and the sector in which it operates are subject to various taxes and charges, such as the special contribution on the games it operates which is calculated based on the Gross Gaming Revenue (GGR), the tax on players' winnings and the income tax of legal entities.

The Company is exposed to the risk of changes to the existing gaming taxation framework or the gaming tax rates, creating unexpected increased costs for the business and impacting the implementation of Group's strategic objectives for sustainable revenues and additional investments. The Company is seeking to promptly respond to any potential tax changes, by maintaining the required tax planning resources and developing contingency plans so as to implement the required mitigating actions and to minimize the overall impact.

Market risk

Market risk arises from the possibility that changes in market prices such as exchange rates and interest rates affect the results of the Group and the Company or the value of financial instruments held. The management of market risk consists in the effort of the Group and the Company to control their exposure to acceptable limits, mainly through monitoring interest rates on borrowings and restricting investments in volatile financial instruments that are sensitive to market risks.

The main risks that comprise market risk are described below:

i) Currency risk

[Strictly Confidential]

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800 Currency risk is the risk that the fair values or the cash flows of a financial instrument fluctuate due to foreign currency changes. The Group operates in Greece and Cyprus and the vast majority of its income, transactions, supplier agreements and costs are denominated or based in euro. Consequently, there is no substantial foreign exchange currency risk. Additionally, the vast majority of Group's cost base is, either proportional to the Group's revenues (i.e. payout to winners, agents commission, vendors revenue-based fees') or to transactions with domestic companies (i.e. IT, marketing).

ii) Interest rate risk

The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising from variable rate financial instruments. Fair value interest rate risk is the risk that the value of a financial asset or liability will fluctuate because of changes in market interest rates.

The existing debt facilities, as of 30.06.2025, stand at € 649,861 th. and € 644,254 th. for the Group and the Company, respectively.

On 30.06.2025, the floating-rate loans of the Group which are exposed to cash flow interest rate risk are € 100,278 th. of debt or 15% of total debt. The remaining € 549,582 th. (85% of total debt) are fixed rate borrowings.

Given that most of the Group's loans bear a fixed interest rate or floating interest rate hedged with an interest rate swap, the environment of high interest rates does not affect materially the financial results of the Group. Nevertheless, the Group follows all market developments and acts in a timely manner when needed, to ensure borrowing are weighted based on its risk assessment and market expectations about future interest rates.

An analysis by maturities is provided in Note 33 below.

Capital Management

The primary objective of the Group and the Company, relating to capital management is to ensure and maintain strong credit ability and healthy capital ratios to support the business plans and maximize value for the benefit of shareholders. The Group maintains a solid capital structure as depicted in the Net Debt/EBITDA ratio of 0.20x as of 30.06.2025. In addition, it retains an efficient cash conversion cycle thus optimizing the operating cash required in order to secure its daily operations, while diversifying its cash reserves so as to achieve flexible working capital management.

The Group manages the capital structure and makes the necessary adjustments to conform to changes in business and economic environment in which they operate. The Group and the Company in order to optimize the capital structure, may adjust the dividend paid to shareholders, return capital to shareholders or issue new shares.

Credit risk

[Strictly Confidential]

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800 The Group's exposure to credit risk arises mainly from its operating activities and more specifically, it is linked to the collection process from its sales network. The aforementioned process leaves the Group exposed to the risk of financial loss if one of its counterparties/agents fails to meet its financial obligations.

In order to mitigate the aforementioned risk, OPAP established and implements a credit risk management policy. The main characteristics of the policy are:

  • The establishment of a Credit Committee responsible to approve and/or to make recommendations to the BoD for credit risk related matters.
  • The classification of agents based on a credit risk scoring model which is continuously updated.
  • The establishment of credit limits per agent based on their individual credit ratings.
  • The immediate suspension of operation in case of overdue amounts.

The carrying value of financial assets at each reporting date is the maximum credit risk to which the Group is exposed.

Impairment of financial assets

The Group and the Company have the following types of financial assets that are subject to the expected credit loss model:

  • Trade receivables
  • Loans receivable
  • Short-term & long-term investments
  • Guarantee deposits
  • Other financial assets.

While cash and cash equivalents are also subject to impairment under IFRS 9, the identified impairment loss was not significant due to the fact that the cash and cash equivalents of the Group and the Company are held at reputable European financial institutions.

The Group applies the IFRS 9 simplified approach to measure expected credit losses using a lifetime expected loss allowance for all trade receivables. It is mentioned that the expected credit losses are based on the difference between the cash inflows, which are receivable, and the actual cash inflows that the Group expects to receive. All cash inflows in delay are discounted.

The remaining financial assets are considered to have low credit risk, therefore the Group applies the IFRS 9 general approach and the loss allowance was limited to 12 months expected losses.

Liquidity risk

[Strictly Confidential]

The liquidity risk consists of the Group's potential inability to meet its financial obligations. The Group manages liquidity risk by performing a detailed forecasting analysis of the inflows and outflows of the Group on a yearly basis.

The aforementioned exercise takes into account:

  • Revenues forecast based on expected payout ratios of the games
  • Tax obligations and other financial commitment towards the government

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

  • Financial obligations arising from the Group's loan portfolio
  • Operating Expenses
  • Capital Expenditure
  • Extraordinary inflows and outflows

The Group liquidity position is monitored on a daily basis from the Treasury Department and if needed makes recommendations to the CFO and the Board of Directors to assure no cash shortfalls.

Cyber & Information security risk

Reliability and transparency in relation to the operation of the Group games are ensured through the adoption and implementation of effective technical and organizational security controls, which are designed to ensure the integrity, availability and confidentiality of information systems and data. The above, ensures smooth operation and protection against any security breaches, such as data leakage and theft, as well as data corruption. The applied and enforced security controls protect data processing systems, software applications, data integrity and availability as well as the operation of online services. All operationally critical applications related to the conduct and disposal of games are hosted in infrastructure which ensures high availability and smooth operational transition to Secondary Infrastructure and Services. Furthermore, system criticality is continuously evaluated whether they are directly related to the availability of the games or not, in order to be included in the existing disaster recovery plan (Disaster Recovery Plan) if necessary. Finally, applications are part of a backup program following policies and procedures according to their criticality.

Climate change risk

[Strictly Confidential]

Both the Company and the Group are conscious of global climate change and environmental issues. Climate risks pose potential challenges for our operations, including increased energy cost and vulnerability in non-renewable energy pricing and resources availability due to dependency on nonrenewable resources in conjunction with energy and fuel price volatility, energy supply interruptions, financial and/ or litigation risks due to non-compliance with relevant climate related and environmental legislation and regulations (existing and coming into force). In addition, climate risks include potential business disruption in retail operations (i.e. inability to offer services in specific areas due to extreme weather incidents) along with potential damage to our facilities due to extreme weather events, resulting in potential operational disruptions or even possible reputational issues.

However, in our effort to contribute to the mitigation of such challenges, we systematically work towards minimizing our potential negative impact and proactively address risks throughout our operations. We comply with current environmental legislation and relevant provisions, incorporate sustainable practices and procedures, as well as conduct the necessary environmental impact assessments. Additionally, through our Environmental and Energy Policy and relevant management systems (ISO14001, ISO50001),

we are committed to conducting business in an environmentally responsible way, acknowledging that the protection of the environment, energy saving and the conservation of natural resources are integral parts of responsible and sustainable business development.

4. Company's strategy and Group's prospects for the second half of 2025

With customer centric mindset we continue to be committed to our vision to deliver the best-in-class entertainment in a safe and responsible way, generate sustainable value to all stakeholders and give back to society. Our Fast Forward Strategy moves us ahead in 2025 and sets clear direction for ensuring OPAP's long-term success with focus in the following six areas:

Put Customer at the centre

  • We put the customer at the centre of our focus, applying a customer centric mindset in everything we do. Changes are driven by the customers, so we need to affirm that we understand them well before anything else, since better customer understanding will lead to better gaming entertainment across all our channels. Customer's orientation includes the collection of the right data of online, VLTs and retail activities, so as to get closer to our customer and to understand well who they are and what they want. The customer approach is being completed with the implementation of these deep customer insights and their reflection in our actions, along with the measurement of the impact on performance and customer satisfaction. This experience will be reflected through delivering the following attributes which are tightly connected with our Brand:
  • more of social interaction through sharing experiences with others,

  • more fun, content and entertainment by offering an experience that goes beyond bet placement, more of personalized experience by making the experience personal and by growing loyalty,

  • more of digitalization through the enhancement of digital customer journeys both in retail and online,
  • more of safety and responsibility by ensuring safe environment and promoting responsible gaming.

Furthermore, we keep in mind the key new customer trends we need to embrace, as well as search for more when designing and executing the plans for all our customer segments: smartphones as part of ourselves, play across retail and online channels with digital setting new standards for experience, fun and entertainment in an affordable way, which means in a way that has real value for the customers, with more sociability and interaction, more rewarding and recognition on the "here and now", more gaming experiences that induce them emotions of excitement and a sense of win, simplicity that renders in today's complex set up the necessary clarity for brand adoption.

Enhance and strengthen our BRAND

OPAP and the individual game brands, which constantly evolve, are our strong asset. We want to keep leading in every aspect and be more relevant in people's life by offering the entertainment they really want. Our goal is to further strengthen the emotional bond with the brand and focus on building entertainment, along with expanding our brand identity in the digital world across all touchpoints that the customer interacts: TV, online, shop, communication, public relations, social networks, even friends. The key attributes we intend to keep developing are the following:

  • a. Fun and social: we target to establish and strengthen the positioning of our stores and our online as the entertainment destination, as well as redefine and deliver our new digital brand identity.
  • b. Engaging: we focus on Digital and Social Media to deliver personalized content and communication to engage with a multigenerational consumer base.
  • c. Rewarding: we enhance loyalty to reward every interaction with us and further strengthen a positive emotional connection between customer and the company.
  • d. Responsibility: we expect to be a responsible corporate citizen, help our customers enjoy the fun of gaming safely and always in compliance with the regulations.

We continue focusing on existing customers, employees and partners, as well as further embrace younger audiences and women as an opportunity for growth. 360 CSR campaigns, communication activities fully reflecting our commitment to Responsible Gaming, as well as more emphasis in promoting our successful sponsoring activities consist our priorities. In this context, we envision our brand tone of voice to be conversational, a great story-teller, contextual, personalized and fun!

Become the customers' #1 choice in online gaming in Greece

Online is our key growth driver with clear aspiration to become the customers' #1 choice in online gaming in Greece. With the hard work of our high performing team our online priorities and key levers of growth are represented through the following areas:

  • Product proposition: Enhance our exclusive lottery offering with many OPAP games, while improving our competitiveness of Betting & Casino offering.
  • Brand and communication: Keep building strong awareness of OPAP's online and its values through any means possible.
  • Operational excellence: Constantly strive for the best possible customer experience across all customer touchpoints all times.
  • Customer insights and CRM: Efficient CRM that will allow us to deliver the right offer at the right time leveraging Artificial Intelligence, while keeping relentless focus on activity and development of players.
  • High-performing frontends: Superior high-performance packaging with key focus on mobile.
  • Entertainment: Explore opportunities beyond existing games portfolio like social networking, community, virtual reality, casual and Free to Play games, infotainment or personalization.

Key enablers for all the above will be i) technology, choosing the right vendors and technology setup (in house/outsource) for agile delivery and operational excellence, and ii) regulatory, cooperating with relevant authorities on regulatory matters, ensuring equal market conditions and enabling implementation of our "tomorrow".

Maintain our strong position in the Retail World

Our aim is to maintain our strong position in retail and explore opportunities for growth through further upgrade of gaming entertainment experiences and enhancement of digital customer journeys. We will further evolve the local affordable entertainment destination experience with paperless and cashless customer journeys, more social experiences with a new digital layer on top of this.

Explore technology

[Strictly Confidential]

Technology supports our mission, comprising an essential enabler pillar of our strategy to deliver better customer solutions and improve our productivity and efficiency. Technology will further evolve with focus on three pillars:

  • Software development: Increase control and reduce dependencies & response time, by expanding in-house SW development.
  • Retail Estate revamp: Accommodate growth velocity with a revamp of all shop assets and Telecommunications layer.

Digital enterprise & AI: Leverage AI and digital technologies, to improve enterprise level experiences & optimize aspects of daily operations.

Engage our People

We move forward growing together with our people. Key pillars of our people strategy consist of:

  • Foster a winning Culture: we aim to shape the OPAP identity, reflect our culture in our ways-ofworking and the way we communicate.
  • Develop & Attract best Talent: we aim to focus on the Learning & Development of our people, to set clear career progression opportunities and attract new talents.
  • Create a flexible future fit Organization: we aim to establish efficient structures, clearly defined roles and responsibilities and flexibly allocated resources to the key growth areas.
  • Safeguard the Fundamentals: we aim to leverage data and set up HR analytics to support decision-making, while also identifying opportunities to digitize & improve employee service.

Along with the six key areas of our strategy, we continue to strengthen and leverage our #1 Position in Corporate Responsibility showcasing that giving back to society is essential to OPAP as much as our commercial aspirations. Our commitment to sustainable growth and ESG (Environmental – Social – Governance) principles also underline the following aspirations:

  • Environment: Improve our environmental footprint, positively influence our network.
  • Social: Empower and engage our people, support our Society, elevating Responsible Gaming principles.
  • Governance: assure Governance & Business Continuity as well as business ethics & compliance.

5. Related Party Transactions

The amounts of expenses and income undertaken in the first six months of 2025, and the balances of payables and receivables as at 30.06.2025 for the Group and the Company, which arose from transactions with related parties are presented in the following tables:

Company's transactions with related parties (eliminated for consolidation purposes)

Company Expenses Income Assets'
Purchase
Payables Receivables
(Amounts in thousands euro)
OPAP SPORTS LTD - 5,000 - - 5,000
OPAP ECO SINGLE MEMBER S.A. - 8 - - 18
OPAP CYPRUS LTD 537 12,522 - 34,732 6,573
OPAP INVESTMENT LTD - 40,000 - - -
HELLENIC LOTTERIES S.A. - 2,600 - 24 3,140
HORSE RACES SINGLE MEMBER
S.A.
- 113 - 5 400
STOIXIMAN LTD - - - - 3,164
TORA DIRECT SINGLE MEMBER S.A. 134 86 - 362 1,805
TORA WALLET SINGLE MEMBER
S.A.
2,490 282 - 1,306 10,612
NEUROSOFT S.A. 5,933 - 289 2,162 17
Total 9,093 60,612 289 38,591 30,728

Income from related parties shown in the above table includes € 40,000 th., and € 5,000 th. of dividend income for the financial year 2024 from OPAP INVESTMENT LTD and OPAP SPORTS LTD, respectively. It is also noted that related party "Payables" include a loan of € 34,000 th. nominal value due to OPAP CYPRUS LTD, whereas the related party receivables include a loan balance of € 4,900 th. nominal value due from TORA WALLET SINGLE MEMBER S.A. and a loan balance of € 3,500 th. nominal value from TORA DIRECT SINGLE MEMBER S.A.

Finally, the € 3,164 th. from STOIXIMAN LTD included in the "Receivables" refer to Pillar Two Top up tax. More specifically, the Pillar Two legislation has been enacted or substantively enacted in Greece and Cyprus. In Malta, where STOIXIMAN LTD is established, the application of Pillar Two rules has been deferred based on exception allowed by the EU Directive. In this respect, any potential top-up tax which may arise in Malta will be payable from the Company. As a result, the potential exposure of € 3,164 th. (31.12.2024: € 2,045 th.) to Pillar Two income taxes in respect of profits earned by operating subsidiaries in Malta, will be paid by the Company.

Additionally, the Company has granted total corporate guarantees of € 108,550 th. (2024: € 108,550 th.) in favor of HELLENIC LOTTERIES S.A., out of which the € 41,750 th. (2024: € 41,750 th.) is a corporate guarantee for the loan of HELLENIC LOTTERIES S.A. from Alpha bank, the € 62,625 th. (2024: € 62,625 th.)

is a guarantee to HRADF and the € 4,175 th. (2024: € 4,175 th.) relates to its overdraft bank account. Additionally, the Company has granted corporate guarantees of € 3,500 th. (2024: € 3,500 th.) in favor of HORSE RACES SINGLE MEMBER S.A. to HRADF and up to € 3,000 th. (2023: € 3,000 th.) for its overdraft bank account. Finally, the Company has granted corporate guarantees of € 12,595 th. (2024: € 12,595 th.) in favor of TORA WALLET SINGLE MEMBER SA, € 1,100 th. (2024: € 1,100 th.) in favor of OPAP SPORTS LTD, € 1,000 th. (2024: € 1,000 th.) in favor of NEUROSOFT S.A., € 14,441 th. (2024: € 14,441 th.) in favor of OPAP CYPRUS LTD for the new Concession Agreement and € 321 th. (2024: € 321 th.) in favor of OPAP ECO SINGLE MEMBER S.A..

The Company intends to provide financial support to its subsidiaries, if it is deemed necessary.

Expenses Income Assets'
Purchase
Payables Receivables
(Amounts in thousands euro)
Related party balances and
transactions not eliminated for
consolidation purposes
28,327 140 28 10,577 1,976
Total 28,327 140 28 10,577 1,976

Group's transactions with related companies (not eliminated for consolidation purposes)

It is noted that € 23,635 th. included in "Expenses" and € 7,891 th. included in "Payables" refer to professional fees charged to STOIXIMAN LTD by the Allwyn Group's entities.

Transactions and balances with Board of Directors members and management personnel

(Amounts in thousands euro) GROUP COMPANY
Category Description 01.01-30.06.2025 01.01-30.06.2025
KEY MANAGEMENT
PERSONNEL
Salaries 4,726 3,795
Other compensation 139 139
Social security costs 153 148
Total 5,019 4,083
(Amounts in thousands euro) GROUP COMPANY
Category Description 01.01-30.06.2025 01.01-30.06.2025
BOARD OF Salaries 444 204
DIRECTORS Social security costs 49 33
Total 493 237
(Amounts in thousands euro) GROUP COMPANY
Liabilities from BoD's compensation & remuneration 30.06.2025 30.06.2025
BoD and key management personnel 224 223
Total 224 223

6. Subsequent events

Acquisition of the remaining 15.51% stake in STOIXIMAN LTD

On 18.07.2025, the Company announced that it will proceed with the acquisition of the remaining 15.51% stake in STOIXIMAN LTD, through its subsidiary OPAP INVESTMENT LTD, for a consideration of € 201,473 th., increasing its ownership in STOIXIMAN LTD to 100% (full acquisition). The respective amount was paid on 04.08.2025.

The investment further strengthens the Group's leading position in Greece and Cyprus, while also intensifying its strategic focus on online sports betting and iGaming segments.

Interim dividend for the fiscal year 2025

The Company's Board of Directors decided during its meeting on 02.09.2025 to distribute € 0.50 per share as interim dividend for the fiscal year 2025.

Loans' proceeds

[Strictly Confidential]

On 23.07.2025, the Company withdrew an amount of € 70,000 th. from its revolving credit facility of € 80,000 th..

Share capital increase of OPAP INVESTMENT LTD

The Company, as the sole shareholder of OPAP INVESTMENT LTD, resolved during its Board of Directors meeting held on 14.07.2025, the increase of the OPAP INVESTMENT share capital by € 215,000 th. through the issuance of 215,000 new ordinary shares of € 1 nominal price at an issue price of € 1,000 (i.e. at a € 999 share premium each). Consequently, the Share Capital of OPAP INVESTMENT LTD increased by € 215 th. and its Share Premium reserve by € 214,785 th.. As of the publication of the six-month financial report, the Company has partially paid the abovementioned share capital increase with € 155,000 th..

HELLENIC LOTERIES S.A. - International Tender for the State Lotteries

The existing concession agreement for the production, management, operation, promotion and administration of the State Lotteries between HELLENIC LOTTERIES S.A. and the Hellenic Republic Asset Development Fund S.A. expires on 01.05.2026. On 18.06.2025,the Growthfund published in the EU journal an invitation for the Expression of Interest for the concession of the exclusive right to produce, manage,

operate, promote and generally administer the State Lotteries (Instant State Lottery, Popular Lottery, National Lottery, State Housing Lottery, Special Social National Lottery/New Year's Eve Lottery and European Lottery), through an international tender. The duration of the new concession of State Lotteries will be for a period of at least ten (10) years. The tender will be conducted in two phases ("Phase A" and "Phase B"). In Phase A, interested parties were invited to submit an expression of interest along with the relevant documentation proving the fulfilment of the personal, financial and technical criteria as provided for in the invitation of Expression of Interest. The deadline for the submission of the Expression of Interest was until 23.07.2025. The Company participated in the Phase A of the tender and submitted an expression of interest through OPAP INVESTMENT LTD, which is wholly owned by the Company. Apart from the Company, BRIGHTSTAR GLOBAL SOLUTIONS CORPORATION submitted an expression of interest in the international tender. The Growthfund evaluated the submitted Expressions of Interest and OPAP INVESTMENT LTD was selected to participate in Phase B of the international tender as a Preselected Interested Party.

7. Alternative Performance Indicators (API)

The Group presents certain Alternative Performance Indicators besides the International Financial Reporting Standards as issued by the IASB ("IFRS") arising from its financial statements, particularly the indicator "Net Debt/Earnings before interest, taxes, depreciation, amortization and impairment (EBITDA)". The indicators which are defined and calculated in detail below, are widely used in order to present the Group's profits in relation to its debt and how viable servicing its debt is. The Alternative Performance Indicators should not be considered as a substitute for other figures in the Financial Information.

(Amounts in thousands of euro) 01.01-
30.06.2025
01.01-
30.06.2024
Δ %
Profit before interest, tax, depreciation and
amortisation (EBITDA) / Revenue (GGR)
34.6% 34.5% 0.1%
Profit attributable to owners of the Company /
Revenue (GGR)
20.2% 20.3% (0.2%)
Profit before interest, tax, depreciation and
amortisation (EBITDA) / Net gaming revenue (NGR)
50.6% 50.5% 0.2%
Profit attributable to owners of the Company / Net
gaming revenue (NGR)
29.6% 29.7% (0.1%)
Net debt 172,535 220,794 21.9%
Total debt / Total equity 121.7% 110.5% (10.2%)
Net debt / Profit before interest, tax, depreciation and
amortisation (EBITDA) last twelve months
0.20 0.30 33.5%

Profit before interest, tax, depreciation, amortization and impairment (EBITDA) as a % of GGR

Calculated as the ratio of profit before tax, depreciation, amortization and impairment (EBITDA) over GGR in the period.

Profit attributable to owners of the Company as a % of GGR

Calculated as the ratio of net profit for the year over GGR for the period.

Profit before interest, tax, depreciation, amortization and impairment (EBITDA) as a % of NGR

Calculated as the ratio of Profit before tax, depreciation, amortization and impairment (EBITDA) over NGR in the period.

Profit attributable to owners of the Company as a % of NGR

Calculated as the ratio of net profit for the year over NGR for the period.

Net Debt

[Strictly Confidential]

Calculated as the sum of short-term and long-term borrowings plus short-term and long-term lease liabilities at the end of the period minus the "Cash and cash equivalents", "Long-term investments" and "Short-term investment" balances at the end of the period.

Total Debt / Equity

Calculated as the ratio of the sum of short-term and long-term borrowings plus short-term and long-term lease liabilities at the end of the period over equity at the end of the period.

Net Debt / Profit before interest, tax, depreciation, amortization and impairment (EBITDA) last twelve months

Calculated as the ratio of Net Debt (see above) over profit before interest, tax, amortization and impairment in the last twelve months.

Athens, 02 September 2025

Chairman and Chief Executive Officer Board Member

Jan Karas Kamil Ziegler

C. Interim Condensed Financial Information

The attached Interim Condensed Financial Information for the period from 01.01.2025 to 30.06.2025 of the Group and the Company was approved by the Board of Directors of OPAP S.A. on 02.09.2025 and is posted at the Company's website www.opap.gr as well as in the website of Athens Stock Exchange and they will remain at the disposal of the investors for at least five years from the date of their announcement. The Interim Condensed Separate and Consolidated Financial Information for the six month periods ended on 30.06.2025 and 30.06.2024 have been prepared in accordance with International Financial Reporting Standards ("IFRS") and have been reviewed by the auditing firm PricewaterhouseCoopers S.A..

This report and the interim condensed financial information that are referred to herein have been translated from the original documents prepared in the Greek language. Our report was issued in the Greek language with respect to the Greek language interim condensed financial information. In the event that differences exist between the translated documents and the original Greek language documents, the Greek language documents will prevail.

27

Report on Review of Interim Financial Information

To the Board of directors of Greek Organization of Football Prognostics S. A.

Introduction

We have reviewed the condensed company and consolidated statement of financial position of Greek Organization of Football Prognostics S.A. Entity (the "Company"), as of 30 June 2025 and the related condensed company and consolidated statements of income and comprehensive income, changes in equity and cash flow statements for the six-month period then ended, and the selected explanatory notes that comprise the interim condensed financial information and which form an integral part of the six-month financial report as required by L.3556/2007.

Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with International Financial Reporting Standards as they have been adopted by the European Union and applied to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as they have been transposed into Greek Law and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

[Strictly Confidential]

Based on our review, nothing has come to our attention that causes us to believe that the interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.

Athens: 65 Kifissias Avenue, 15124 Marousi | T:+30 210 6874400 Thessaloniki: Agias Anastasias & Laertou, 55535 Pylaia | T: +30 2310 488880 Ioannina: 2 Plateia Pargis, 1st floor, 45332 | T: +30 2651 313376 Patra: 2A 28is Oktovriou & Othonos Amalias 11, 26223 | T: +30 2616 009208 Rhodes: 82 Afstralias, 851 00 Volos: 1 Κ. Kartali, 382 21

PricewaterhouseCoopers SA, GEMI: 001520401000, T: +30 210 6874400, www.pwc.gr

Report on other legal and regulatory requirements

Our review has not revealed any material inconsistency or misstatement in the statements of the members of the Board of Directors and the information of the six-month Board of Directors Report, as defined in articles 5 and 5a of Law 3556/2007, in relation to the interim condensed financial information.

Athens, 3 September 2025

28

[Strictly Confidential]

The Certified Auditor Accountant

PricewaterhouseCoopers S.A. Certified Auditors 65, Kifissias Avenue 151 24 Marousi Despina Marinou SOEL Reg. 113 SOEL Reg. No 17681

1. Condensed Statement of Financial Position

GROUP COMPANY
Amounts in thousands of euro Notes 30.06.2025 31.12.2024 30.06.2025 31.12.2024
ASSETS
Non - current assets
Intangible assets 5 847,278 892,847 569,558 605,288
Property, plant and equipment 6 35,043 36,233 32,572 34,759
Right-of-use assets 7 26,978 28,204 19,642 20,187
Investment properties 2,181 2,184 2,181 2,184
Goodwill 340,384 340,384 - -
Investments in subsidiaries - - 446,412 446,412
Trade receivables 11 836 1,446 836 1,446
Other non - current assets 8 44,542 42,375 47,102 42,318
Deferred tax assets 9 11,939 13,782 - -
Long – term investments 13 2,906 2,457 - -
Total non - current assets 1,312,087 1,359,912 1,118,302 1,152,593
Current assets
Inventories 10 3,584 5,665 2,409 2,773
Trade receivables 11 68,606 86,715 21,730 31,325
Current income tax assets 9 271 12,674 - -
Other current assets 12 33,704 40,352 35,636 31,482
Short – term investments 13 9,185 4,768 - -
Cash and cash equivalents 13 493,024 490,099 145,545 139,494
Total current assets 608,374 640,274 205,321 205,074
Total Assets 1,920,461 2,000,187 1,323,622 1,357,667
EQUITY & LIABILITIES
Equity
Share capital 14 111,019 111,019 111,019 111,019
Share premium 14 12,966 12,966 12,966 12,966
Reserves 36,037 37,006 36,037 37,006
Treasury shares (159,842) (159,842) (159,842) (159,842)
Retained earnings 524,782 578,263 349,797 400,549
Equity attributable to owners of the
Company 524,963 579,413 349,978 401,699
Non-controlling interests 15 31,812 29,968 - -
Total equity 556,775 609,381 349,978 401,699
Non-current liabilities
Borrowings 16 348,396 607,611 308,396 567,611
Lease liabilities 7 19,682 21,066 13,884 14,767
Deferred tax liability 9 115,607 118,676 43,205 44,232
Employee benefit plans 7,706 6,349 7,500 6,179
Other non-current liabilities 17 76,520 65,493 25,408 10,851
Total non-current liabilities 567,911 819,195 398,393 643,640
Current liabilities
Borrowings 16 301,464 44,497 335,857 75,711
Lease liabilities 7 8,107 8,241 6,354 6,397
Trade payables 18 174,248 207,514 76,020 94,561
Provisions 3,397 3,614 3,349 3,567
Current income tax liabilities 9 156,851 127,198 85,447 57,462
Other current liabilities 19 151,709 180,547 68,223 74,629
Total current liabilities 795,776 571,611 575,251 312,328
Total liabilities 1,363,686 1,390,806 973,644 955,967
Total Equity & Liabilities 1,920,461 2,000,187 1,323,622 1,357,667

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information.

2. Condensed Income Statement

GROUP COMPANY
Amounts in thousands of euro Notes 01.01-
30.06.2025
01.01-
30.06.2024
01.01-
30.06.2025
01.01-
30.06.2024
Revenue (GGR) 1,152,965 1,082,511 737,723 706,691
GGR contribution and other levies and duties 21 (365,049) (342,372) (225,558) (217,305)
Net gaming revenue (NGR) 787,916 740,140 512,165 489,386
Agents' commissions 22 (207,204) (202,268) (175,295) (171,757)
Other direct costs 23 (93,712) (87,289) (44,345) (40,596)
Revenue from non-gaming activities 24 49,748 50,978 22,239 23,606
Income related to the extension of the
concession of the exclusive right 2020-2030
25 116,233 116,224 116,233 116,224
Cost of sales related to non-gaming activities 26 (26,426) (30,210) (21) (18)
Payroll expenses 27 (55,395) (50,012) (39,110) (36,740)
Marketing expenses 28 (79,088) (75,065) (31,020) (32,480)
Other operating expenses 29 (93,711) (88,766) (51,081) (50,753)
Net impairment losses on financial assets 18 (80) 77 (46)
Profit before interest, tax, depreciation and
amortisation (EBITDA)
398,379 373,650 309,842 296,827
Depreciation and amortisation (68,551) (66,355) (56,187) (54,167)
Results from operating activities 329,828 307,295 253,655 242,660
Finance income 30 7,300 9,099 4,285 5,084
Finance costs 30 (12,928) (13,149) (11,431) (10,930)
Dividend income - - 45,000 53,000
Profit before income tax 324,201 303,245 291,509 289,814
Income tax expense 31 (84,485) (78,340) (55,378) (52,972)
Profit for the period 239,716 224,906 236,131 236,842
Profit is attributable to:
Owners of the Company 233,402 219,486 236,131 236,842
Non-controlling interests 15 6,314 5,419 - -
Profit after tax 239,716 224,906 236,131 236,842
Basic and diluted earnings per share in € 0.6451 0.6030 0.6527 0.6507

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information.

3. Condensed Statement of Comprehensive Income

GROUP COMPANY
Amounts in thousands of euro Notes 01.01-
30.06.2025
01.01-
30.06.2024
01.01-
30.06.2025
01.01-
30.06.2024
Profit for the period 239,716 224,906 236,131 236,842
Other comprehensive income - items that are or may be reclassified subsequently to the Income Statement
Loss from valuation of hedging derivatives (1,242) - (1,242) -
Related tax 273 - 273 -
Total items that may be reclassified to the
Income Statement
(969) - (969) -
Other comprehensive loss for the period,
net of tax
(969) - (969) -
Total comprehensive income for the period 238,747 224,906 235,162 236,842
Total comprehensive income is attributable
to:
Owners of the Company 232,433 219,486 235,162 236,842
Non-controlling interests 15 6,314 5,419 - -
Total comprehensive income, net of tax 238,747 224,906 235,162 236,842

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information. .

[Strictly Confidential]

4. Condensed Statement of Changes in Equity

4.1. Condensed Consolidated Statement of Changes in Equity

Attributable to owners of the Company
Amounts in thousands of euro Share capital Share
premium
Reserves Treasury
shares
Retained
earnings
Total Non-controlling
interests
Total equity
Balance at 1 January 2024 111,019 105,482 37,006 (43,145) 530,289 740,651 34,112 774,763
Profit for the period 01.01-30.06.2024 - - - - 219,486 219,486 5,419 224,906
Total comprehensive income for the period - - - - 219,486 219,486 5,419 224,906
Transactions with owners of the Company
Share capital increase - - - - - - 3,960 3,960
Share capital increase/decrease expenses - - - - (278) (278) - (278)
Acquisition of treasury shares - - - (77,667) - (77,667) - (77,667)
Capitalization of share premium (Note 14) 92,516 (92,516) - - - - - -
Share capital return to the shareholders (Note
14)
(92,516) - - 2,186 - (90,330) - (90,330)
Dividends provided for or paid - - - - (222,038) (222,038) (10,079) (232,117)
Total transactions with owners of the Company - (92,516) - (75,481) (222,316) (390,312) (6,119) (396,431)
Balance at 30 June 2024 111,019 12,966 37,006 (118,626) 527,460 569,825 33,412 603,237
Balance at 1 January 2025 111,019 12,966 37,006 (159,842) 578,263 579,413 29,968 609,381
Profit for the period 01.01-30.06.2025 - - - - 233,402 233,402 6,314 239,716
Other comprehensive income for the period - - (969) - - (969) - (969)
Total comprehensive income for the period - - (969) - 233,402 232,433 6,314 238,747
Transactions with owners of the Company
Share capital increase - - - - - - 1,733 1,733
Dividends provided for or paid - - - - (286,883) (286,883) (6,202) (293,085)
Total transactions with owners of the Company - - - - (286,883) (286,883) (4,470) (291,353)
Balance at 30 June 2025 111,019 12,966 36,037 (159,842) 524,782 524,963 31,812 556,775

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information.

OPAP S.A. | 112 Athinon Ave, 104 42 Athens, Greece, Tel: +30 (210) 5798800

4.2. Condensed Statement of Changes in Equity of the Company

Amounts in thousands of euro Share
capital
Share
premium
Reserves Treasury
shares
Retained
earnings
Total
equity
Balance at 1 January 2024 111,019 105,482 37,006 (43,145) 335,070 545,432
Profit for the period 01.01-
30.06.2024
- - - - 236,842 236,842
Total comprehensive income for
the period
- - - - 236,842 236,842
Share capital increase/decrease
expenses
- - - - (278) (278)
Acquisition of treasury shares - - - (77,667) - (77,667)
Capitalization of share premium
(Note 14)
92,516 (92,516) - - - -
Share capital return to the
shareholders (Note 14)
(92,516) - - 2,186 - (90,330)
Dividends provided for or paid - - - - (222,038) (222,038)
Balance at 30 June 2024 111,019 12,966 37,006 (118,626) 349,597 391,962
Balance at 1 January 2025 111,019 12,966 37,006 (159,842) 400,549 401,699
Profit for the period 01.01-
30.06.2025
- - - - 236,131 236,131
Other comprehensive income for
the period
- - (969) - - (969)
Total comprehensive income for
the period
- - (969) - 236,131 235,162
Dividends provided for or paid - - - - (286,883) (286,883)
Balance at 30 June 2025 111,019 12,966 36,037 (159,842) 349,797 349,978

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information.

5. Condensed Cash Flow Statement

GROUP COMPANY
Amounts in thousands of euro Notes 01.01- 01.01- 01.01- 01.01-
30.06.2025 30.06.2024 30.06.2025 30.06.2024
OPERATING ACTIVITIES
Profit before income tax 324,201 303,245 291,509 289,814
Adjustments for:
Depreciation & amortisation 68,551 66,355 56,187 54,167
Net finance costs 30 5,628 4,050 7,146 5,846
Employee benefit plans 1,332 1,260 1,298 1,278
Loss allowance for trade receivables (18) 80 (77) 46
Other provisions
Dividend income
(212)
-
(920)
-
(212)
(45,000)
(930)
(53,000)
Profit from sale of intangible assets, PPE and investment
property (18) (3) (1) (3)
Rent concessions (19) (19) (2)
Total 399,443 374,067 310,832 297,217
Changes in Working capital
(Increase) / Decrease in inventories 2,081 (5,834) 363 (999)
Decrease in receivables 25,826 53,094 7,447 34,299
Decrease in payables (except banks) (47,565) (40,790) (10,463) (2,757)
Total 379,785 380,536 308,180 327,760
Interest paid (10,302) (22,950) (8,648) (8,784)
Income taxes paid (41,641) (54,727) (27,790) (34,337)
Net cash inflow from operating activities 327,842 302,860 271,741 284,638
INVESTING ACTIVITIES
Proceeds from sale of intangible assets, PPE and
investment property
29 3 1 3
Repayment of loans by related & other third parties 606 789 606 789
Repayment of loans by subsidiaries - - 210 210
Loans granted to related & other third parties (429) (590) (429) (590)
Loans granted to subsidiaries - - - (9,000)
Purchase of intangible assets 5 (15,916) (12,646) (10,085) (7,140)
Purchase of property, plant and equipment 6 (6,039) (4,380) (4,729) (4,049)
Dividends received - - 40,000 60,000
Interest received 4,581 5,631 1,685 2,267
Net change in long term & short-term investments (4,866) (4,502) - -
Net cash outflow from investing activities (22,035) (15,695) 27,259 42,490
FINANCING ACTIVITIES
Proceeds from borrowings from third parties 16 40,001 20,755 40,001 20,000
Repayment of borrowings to third parties 16 (42,631) (30,047) (40,000) (30,001)
Repayment of borrowings to subsidiaries - - - (10,000)
Transaction costs related to borrowings (1,440) - (1,440) -
Share capital increase expenses - (278) - (278)
Payment of lease liabilities 7 (5,236) (4,182) (4,136) (3,564)
Share capital return to the shareholders (excl. Treasury
shares) (83) (2) (83) (2)
Dividends paid to Company's shareholders (287,290) (222,553) (287,290) (222,553)
Dividends paid to non-controlling interests in subsidiaries (6,202) (10,079) - -
Acquisition of treasury shares - (77,667) - (77,667)
Net cash outflow from financing activities (302,882) (324,053) (292,949) (324,064)
Net increase in cash and cash equivalents 2,925 (36,889) 6,051 3,064
Cash and cash equivalents at the beginning of the period 13 490,099 487,334 139,494 149,953
Cash and cash equivalents at the end of the period 13 493,024 450,445 145,545 153,017

The attached notes on pages 35 to 85 form an integral part of the Interim Condensed Financial Information.

Notes on the Interim Condensed Financial Information

1. General information for the Group and the Company

OPAP S.A. (the "Company" or "OPAP") was established as a private legal entity in 1958. It was reorganized as a société anonyme in 1999 domiciled in Greece and its accounting as such began in 2000. OPAP's registered office and principal place of business is 112 Athinon Avenue, 104 42 Athens, Greece. OPAP's shares are listed in the Athens Stock Exchange.

The ultimate controlling party of OPAP S.A. is the VALEA FOUNDATION, while since October 2016 the OPAP Group is fully consolidated by Allwyn International AG which, as at 30.06.2025 holds 50.18% interest in OPAP S.A. (31.12.2024: 50.18%) which is deemed to be a controlling interest since the remaining shares are traded "free float" on the Athens Stock Exchange.

OPAP Group (the "Group"), beyond the parent company, includes the companies which OPAP S.A., either directly or indirectly controls (Note 3).

The Interim Condensed Financial Information for the six month period that ended on 30.06.2025 were approved by the Board of Directors on 02.09.2025.

2. Basis for the preparation of the Interim Condensed Financial Information

The Interim Condensed Separate and Consolidated Financial Information for the six month period ended 30.06.2025 have been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting".

The Interim Condensed Separate and Consolidated Financial Information do not include all the information and disclosures required in the annual Financial Statements and should be read in conjunction with the annual audited Financial Statements for the year ended 31.12.2024, which are available on the Company's website www.opap.gr.

The Interim Condensed Separate and Consolidated Financial Information has been prepared under the historical cost basis, unless otherwise stated in the accounting policies. Additionally, the Interim Condensed Separate and Consolidated Financial Information has been prepared under the going concern basis of accounting. The use of this basis of accounting takes into consideration the Group's current and forecasted financing position.

The preparation of the Interim Condensed Separate and Consolidated Financial Information according to the International Reporting Standards ("IFRS") requires the use of certain critical accounting estimates as well as the Management judgement in the process of applying the Group's accounting policies.

The accounting policies used are the same as those applied to the annual audited Financial Statements for the year ended 31.12.2024, considering the changes to Standards and Interpretations applicable from 01.01.2025.

All amounts presented in the Financial Statements are in thousands of euro unless otherwise stated. Any differences between the amounts included in the Financial Statements and the respective amounts included in the notes are attributed to roundings.

2.1. Important accounting estimates and judgements

The preparation of the Interim Financial Information requires management to make estimations and judgments that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the Interim Financial Information and the reported amounts of revenue and expenses during the reporting period. Actual events could differ from those estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The effect of a change in an accounting estimate or judgement shall be recognized prospectively. Certain amounts included in or affecting the Interim Financial Information and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the Interim Financial Information is prepared. A ''critical accounting estimate'' is one which is both important to the portrayal of the Group's financial condition and results and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Group evaluates such estimates and assumptions on ongoing basis, based upon historical results and experience, consultation with experts, trends and other methods considered reasonable in the particular circumstances, as well as forecasts as to how these might change in the future.

2.2. New Standards, amendments to standards and interpretations

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2025. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

Standards and Interpretations effective for the current financial period

IAS 21 "The Effects of Changes in Foreign Exchange Rates" (Amendments) - Lack of exchangeability (effective for annual periods beginning on or after 1 January 2025)

These amendments require companies to apply a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures to provide. The amendments have not yet been endorsed by the EU.

The adoption of this amendment had no impact on the separate and consolidated financial statements.

Standards and Interpretations effective for subsequent periods

IFRS 18 ''Presentation and Disclosure in Financial Statements" (effective for annual periods beginning on or after 1 January 2027)

IFRS 18 was issued in April 2024. It sets out requirements on presentation and disclosures in financial statements and replaces IAS 1. Its objective is to make it easier for investors to compare the performance and future prospects of entities by changing the requirements for presenting information in the primary financial statements, particularly the statement of profit or loss. The new standard:

  • requires presentation of two new defined subtotals in the statement of profit or loss—operating profit and profit before financing and income taxes;
  • requires disclosure of management-defined performance measures—subtotals of income and expenses not specified by IFRS that are used in public communications to communicate management's view of an aspect of a company's financial performance. To promote transparency, a company will be required to provide a reconciliation between these measures and totals or subtotals specified by IFRS;
  • enhances the requirements for aggregation and disaggregation to help a company to provide useful information;
  • requires limited changes to the statement of cash flows to improve comparability by specifying a consistent starting point for the indirect method of reporting cash flows from operating activities and eliminating options for the classification of interest and dividend cash flows.

The new standard has retrospective application. It has not yet been endorsed by the EU.

The Group and the Company are currently assessing the potential impact of adoption of this amendment on the Financial Statements, but do not expect this to be significant.

IFRS 19 "Subsidiaries without Public Accountability: Disclosures" (effective for annual periods beginning on or after 1 January 2027)

IFRS 19 was issued in May 2024. It allows subsidiaries with a parent that applies IFRS in its consolidated financial statements to apply IFRS with reduced disclosure requirements. It applies to eligible subsidiaries that elect to adopt the standard in their consolidated, separate or individual financial statements. Eligible subsidiaries are those which do not have public accountability (as described in a relevant paragraph in IFRS for Small and Medium-sized Entities) and belong to a parent that prepares and publishes consolidated financial statements in accordance with IFRS. These subsidiaries will continue to apply the recognition, measurement and presentation requirements in other IFRS, but they can replace the disclosure requirements in those standards with reduced disclosure requirements. The new standard:

  • enables subsidiaries to keep only one set of accounting records―to meet the needs of both their parent company and the users of their financial statements; and
  • reduces disclosure requirements―IFRS 19 permits reduced disclosures better suited to the needs of the users of their financial statements.

The new standard has retrospective application. It has not yet been endorsed by the EU.

The adoption of this amendment is not expected to have material impact on the separate and consolidated financial statements.

Narrow scope amendments to IFRS 9 and IFRS 7, "Financial Instruments': Disclosures" (effective for annual periods beginning on or after 1 January 2026)

These amendments issued in May 2024:

  • 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 instruments with features linked to the achievement ESG targets); and
  • update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

When an entity first applies the amendments, it is not required to restate comparative information, and is only permitted to do so if possible without the use of hindsight.

The amendments have not yet been endorsed by the EU.

The Group and the Company are currently assessing the potential impact of adoption of the above on the Financial Statements, but do not expect this to be significant.

Annual Improvements to IFRS Standards Volume 11 (effective for annual periods beginning on or after 1 January 2026)

The amendments include clarifications, simplifications, corrections and changes aimed at improving the consistency of 5 IFRS Standards namely IFRS 9 'Financial Instruments', IFRS 1 'First-time Adoption of International Financial Reporting Standards', IFRS 7 'Financial Instruments: Disclosures', IFRS 10 'Consolidated Financial Statements' and IAS 7 'Statement of Cash Flows'.

The adoption of this amendment is not expected to have material impact on the separate and consolidated financial statements.

Amendments to IFRS 9 and IFRS 7, "Contracts Referencing Nature-dependent electricity" (effective for annual periods beginning on or after 1 January 2026)

These amendments apply only to contracts that expose an entity to variability in the underlying amount of electricity because the source of its generation depends on uncontrollable natural conditions (such as weather) and specifically only to the nature-dependent electricity component of these contracts (not to electricity certificates).Contracts in scope include both contracts to buy or sell, physically or virtually, nature-dependent electricity and financial instruments that reference such electricity.

The amendments:

[Strictly Confidential]

  • address how IFRS 9 'own-use' requirements would apply for physical PPAs;
  • permit hedge accounting if these contracts are used as hedging instruments; and
  • add to IFRS 7 new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.

Some of the amendments are subject to prospective application and others to retrospective application. The amendments have not yet been endorsed by the EU.

The Group and the Company are currently assessing the potential impact of adoption of this amendment on the Financial Statements, but do not expect this to be significant.

3. Group structure

The OPAP Group structure as at 30.06.2025 is presented in the table below:

Company's Name % of
Investment
(Direct)
% of
Investment
(Indirect)
% of
Investment
(Total)
Country of
Incorporation
Consolidation
Method
Principal Activities
OPAP S.A. Parent
company
- - Greece - Numerical lottery games
and sports betting
HELLENIC
LOTTERIES S.A.
0.00% 83.50% 83.50% Greece Full
consolidation
Lotteries
OPAP CYPRUS LTD 100.00% 0.00% 100.00% Cyprus Full
consolidation
Numerical lottery games
OPAP SPORTS LTD 100.00% 0.00% 100.00% Cyprus Full
consolidation
Sports betting company
OPAP
INTERNATIONAL
LTD
100.00% 0.00% 100.00% Cyprus Full
consolidation
Holding company
OPAP
INVESTMENT LTD
100.00% 0.00% 100.00% Cyprus Full
consolidation
Holding company
TORA DIRECT
SINGLE MEMBER
S.A.
0.00% 100.00% 100.00% Greece Full
consolidation
Services for electronic
transactions - Mobile
Top-ups - Utility and Bill
Payments
HORSE RACES
SINGLE MEMBER
S.A.
0.00% 100.00% 100.00% Greece Full
consolidation
Mutual Betting on Horse
Races
TORA WALLET
SINGLE MEMBER
S.A.
0.00% 100.00% 100.00% Greece Full
consolidation
eMoney Institution
NEUROSOFT S.A. 0.00% 67.72% 67.72% Greece Full
consolidation
Software
OPAP ECO SINGLE
MEMBER S.A.
0.00% 100.00% 100.00% Greece Full
consolidation
Conclusion of power
purchase agreements
STOIXIMAN LTD 0.00% 84.49% 84.49% Malta Full
consolidation
Betting company

The country of incorporation of each Group entity indicated above is also the principal place of business of the respective company, with the exception of STOIXIMAN LTD which operates in Greece and Cyprus.

4. Operating segments

The Group identifies the following operating segments that the Management has decided to monitor separately for decision making purposes, which are also reportable segments:

  • Lotteries
  • Betting (land based)
  • Online betting
  • Other online games
  • Instant & Passives
  • VLTs
  • Telecommunication & eMoney services

The Group uses "Profit before interest, tax, depreciation and amortisation (EBITDA)" to evaluate the performance of its operating segments. EBITDA is a non-IFRS measure and it is a subtotal or derived directly from the lines presented in the Condensed Income Statement & Statement of Comprehensive Income.

The first 6 business segments (Lotteries, Betting (land based), Online betting, Other online games, Instant & Passives and VLTs) relate to the gaming activity of the Company and the other Group entities which operate in the gaming sector.

The "Telecommunication & eMoney services" segment includes the business activities of TORA WALLET SINGLE MEMBER S.A. and TORA DIRECT SINGLE MEMBER S.A.

The "Other" category, includes the non-gaming activities of OPAP S.A. and the business activities OPAP ECO SINGLE MEMBER S.A., NEUROSOFT S.A. and the holding companies of the Group. Specifically, the nongaming activities of OPAP S.A. refer to the sales of PLAY Gaming Halls to third parties, the configuration of the network for the VLTs installation and the provision of other supporting services to the network. Finally, the business activity of NEUROSOFT S.A. refers to the provision of IT services and other technological products.

[Strictly Confidential]

01.01-30.06.2025 Lotteries Betting
(land
based)
Online
Betting
Other
online
games
Instant &
Passives
VLTs Telecommunication &
eMoney services
Other Total
Revenue (GGR) 387,652 210,380 157,787 171,303 52,189 173,653 - - 1,152,965
GGR contribution and other levies and
duties
(115,317) (61,352) (53,152) (58,086) (25,000) (52,142) - - (365,049)
Net gaming revenue (NGR) 272,335 149,028 104,635 113,217 27,189 121,512 - - 787,916
Agents' commission (94,202) (56,160) - - (14,080) (42,762) - - (207,204)
Other direct costs (3,421) (6,668) (17,087) (36,905) (3,676) (25,956) - - (93,712)
Revenue from non-gaming activities - 250 47 46 10 - 32,634 16,761 49,748
Income related to the extension of the
concession of the exclusive right 2020-2030
72,358 43,875 - - - - - - 116,233
Cost of sales related to non-gaming
activities
- - - - - - (23,965) (2,461) (26,426)
Operating expenses (*) (60,165) (31,724) (35,349) (36,730) (5,434) (26,289) (16,584) (15,900) (228,176)
Profit before interest, tax, depreciation and
amortisation (EBITDA)
186,905 98,602 52,247 39,627 4,008 26,505 (7,915) (1,601) 398,379
Depreciation and amortisation (24,855) (14,089) (3,711) (4,205) (1,464) (18,031) (383) (1,813) (68,551)
Results from operating activities 162,050 84,512 48,536 35,422 2,544 8,474 (8,297) (3,414) 329,828

The Group's operating segments for the current period are presented below:

(*) The "Operating expenses" line item include the "Payroll expenses", "Marketing expenses", the "Other operating expenses" and the "Net impairment losses on financial assets" as presented in the Condensed Income Statement & Statement of Comprehensive Income.

[Strictly Confidential]

01.01-30.06.2024 Lotteries Betting
(land
based)
Online
Betting
Other
online
games
Instant &
Passives
VLTs Telecommunication &
eMoney services
Other Total
Revenue (GGR) 373,122 200,520 149,607 140,328 52,456 166,479 - - 1,082,511
GGR contribution and other levies and duties (110,053) (59,193) (50,440) (47,482) (25,000) (50,203) - - (342,372)
Net gaming revenue (NGR) 263,070 141,327 99,166 92,845 27,456 116,276 - - 740,140
Agents' commission (92,273) (53,350) - - (14,368) (42,277) - - (202,268)
Other direct costs (3,336) (6,703) (17,059) (32,150) (3,769) (24,272) - - (87,289)
Revenue from non-gaming activities - 290 - - 65 - 34,532 16,091 50,978
Income related to the extension of the
concession of the exclusive right 2020-2030
73,112 43,112 - - - - - - 116,224
Cost of sales related to non-gaming activities - - - - - - (26,297) (3,913) (30,210)
Operating expenses (*) (58,296) (33,171) (33,618) (30,486) (5,048) (25,835) (13,000) (14,471) (213,924)
Profit before interest, tax, depreciation and
amortisation (EBITDA)
182,276 91,506 48,490 30,210 4,335 23,891 (4,765) (2,293) 373,650
Depreciation and amortisation (21,918) (13,129) (3,668) (3,526) (3,785) (18,142) (463) (1,726) (66,356)
Results from operating activities 160,359 78,376 44,823 26,684 550 5,750 (5,227) (4,019) 307,294

The Group's operating segments for the comparative period are presented below:

(*) The "Operating expenses" line item include the "Payroll expenses", "Marketing expenses", the "Other operating expenses" and the "Net impairment losses on financial assets" as presented in the Condensed Income Statement & Statement of Comprehensive Income.

Geographical Segments

The Group operates in two geographical locations, Greece and Cyprus. Greece and Cyprus are the countries of incorporation of the Company and of its subsidiaries with the exception of STOIXIMAN LTD, which is incorporated in Malta.

GROUP
For the period ended on 30 June 2025
Greece Cyprus Total
Revenue (GGR) 1,066,119 86,845 1,152,965
GGR contribution and other levies and duties (346,806) (18,243) (365,049)
Net gaming revenue (NGR) 719,314 68,602 787,916
Revenue from non-gaming activities 49,715 33 49,748
GROUP
For the period ended on 30 June 2024
Greece Cyprus Total
Revenue (GGR) 1,005,476 77,035 1,082,511
GGR contribution and other levies and duties (328,778) (13,594) (342,372)
Net gaming revenue (NGR) 676,699 63,441 740,140
Revenue from non-gaming activities 50,964 13 50,978
GROUP Greece Cyprus Total
Segment Assets
As at 30 June 2025 1,736,554 183,907 1,920,461
As at 31 December 2024 1,805,795 194,392 2,000,187
Segment Liabilities
As at 30 June 2025 1,262,502 101,185 1,363,686
As at 31 December 2024 1,282,856 107,950 1,390,806

5. Intangible assets

The "Intangible assets" refer to software, rights of games, brand, customer relationships and intangible assets not yet available for use and are analysed as follows:

GROUP Software Rights of
games
Brand Customer
relationships
Intangible
Assets not yet
available for
use
Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
47,439 654,530 175,390 49,943 3,182 930,484
Additions 20,082 60,370 - - 1,600 82,053
Disposals (1,844) - - - - (1,844)
Transfers 2,809 - - - (2,809) -
Amortisation charge (19,018) (81,088) - (12,183) - (112,289)
Disposals amortisation 1,844 - - - - 1,844
Impairment - (7,400) - - - (7,400)
Net book amount
(31 December 2024)
51,313 626,412 175,390 37,760 1,973 892,848
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
51,313 626,412 175,390 37,760 1,973 892,848
Additions 8,932 - - - 2,320 11,252
Disposals (1,415) - - - - (1,415)
Transfers 1,288 - - - (1,288) -
Amortisation charge (11,373) (39,486) - (5,962) - (56,821)
Disposals amortisation 1,415 - - - - 1,415
Net book amount
(30 June 2025)
50,159 586,927 175,390 31,798 3,006 847,279
GROUP Software Rights of
games
Brand Customer
relationships
Intangible
Assets not yet
available for
use
Total
31.12.2024
Acquisition cost 274,333 1,564,680 175,390 90,200 1,973 2,106,577
Accumulated amortisation (223,022) (938,267) - (52,440) - (1,213,729)
Net book value 31.12.2024 51,312 626,412 175,390 37,760 1,973 892,847
30.06.2025
Acquisition cost 283,138 1,564,680 175,390 90,200 3,006 2,116,414
Accumulated amortisation (232,980) (977,753) - (58,403) - (1,269,136)
Net book value 30.06.2025 50,158 586,927 175,390 31,798 3,006 847,278

COMPANY Software Rights of games Intangible Assets
not yet available
for use
Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
43,714 628,518 2,351 674,583
Additions 18,269 - 1,156 19,425
Disposals (1,844) - - (1,844)
Transfers 2,338 - (2,338) -
Amortisation charge (16,652) (72,068) - (88,720)
Disposals amortisation 1,844 - - 1,844
Net book amount
(31 December 2024)
47,668 556,451 1,170 605,288
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
47,668 556,451 1,170 605,288
Additions 7,989 - 2,096 10,085
Disposals (1,415) - - (1,415)
Transfers 1,095 - (1,095) -
Amortisation charge (10,069) (35,746) - (45,816)
Disposals amortisation 1,415 - - 1,415
Net book amount
(30 June 2025)
46,683 520,704 2,171 569,558
COMPANY Software Rights of games Intangible Assets
not yet available
for use
Total
31.12.2024
Acquisition cost 253,430 1,388,783 1,170 1,643,382
Accumulated amortisation (205,762) (832,332) - (1,038,094)
Net book value 31.12.2024 47,668 556,451 1,170 605,288
30.06.2025
Acquisition cost 261,099 1,388,783 2,171 1,652,053
Accumulated amortisation (214,416) (868,079) - (1,082,495)
Net book value 30.06.2025 46,683 520,704 2,171 569,558

The "Additions" of the Group "Software" within the current period mainly include:

  • Software, licences and upgrading of several applications, websites, platforms, virtualization software, digital signage equipment, SAP, etc. of € 4,454,
  • Software relating to VLTs of € 1,896,
  • Software upgrading relating to betting platform of € 1,525.

The "Intangible assets not yet available for use" consist of internally generated software under construction of the Company, TORA WALLET SINGLE MEMBER S.A. and TORA DIRECT SINGLE MEMBER S.A. of € 2,171, €

828 and € 7, respectively. The additions of the Group and the Company within the current period mainly include the capitalization of payroll costs of € 1,659 and € 1,435, respectively, relating to the development of internally generated software. When development is completed, the cost is transferred to software. The Group's "Rights of Games" include the licences below:

Licence's Description Company's
Name
Net book value
30.06.2025
Net book
value
31.12.2024
Remaining
amortisation
period (in years)
as at 30.06.2025
Conduct, manage, organise and operate
numerical and sports betting games
OPAP S.A. 196,998 215,599 5.25
Installation licence and operation of the
VLTs
OPAP S.A. 320,703 337,436 9.50
Online Betting and Other online games
(Casino Games & Poker)
OPAP S.A. 2,136 2,499 2.92
Conduct offline the numerical lottery
game "Eurojackpot" in the Greek
territory through the OPAP Stores
OPAP S.A. 867 917 8.69
Conduct, provide, and manage
designated games of chance in the
Cypriot market
OPAP CYPRUS
LTD
56,290 58,302 13.99
Produce, operate, distribute, promote
and manage all the State Lotteries games
and the Instant Lottery game (SCRATCH)
HELLENIC
LOTTERIES S.A.
1,819 2,895 0.84
Organize and conduct landbased and
online mutual horseracing betting in
Greece
HORSE RACES
SINGLE
MEMBER S.A.
5,979 6,263 10.52
Online Betting and Other online games
(Casino Games & Poker)
STOIXIMAN LTD 2,135 2,502 3.10
Total 586,927 626,412

The Group's "Rights of Games" additions within the previous period refersto the cost of the licence granted to OPAP CYPRUS LTD on 26.06.2024.

During the preparation of the six-month financial report for the period 01.01.2025 to 30.06.2025, Management assessed whether there were impairment indicators over the recoverable amount of the "Rights of Games" such as to require proceeding to an impairment test of these assets. For this purpose, both external and internal sources of information were utilized, i.e. the impact of macroeconomic conditions and geopolitical events, the discount rates, the industry and the market conditions, cost factors and a comparison between the actual figures versus the budgeted ones as they had been included in the 31.12.2024 impairment testing model.

Based on qualitative and quantitative assessment, there were no indicators of impairment for the "Rights of Games" as of 30.06.2025. Consequently, no impairment test was deemed necessary for these assets at the interim reporting date.

The Group's "Brand" of € 175,390 refers to STOIXIMAN brand name, that was recognised in 2020, following the acquisition of STOIXIMAN LTD.

The Group's "Customer relationships" refer to certain customer relationships recognised following the

acquisitions of TORA DIRECT SINGLE MEMBER S.A., NEUROSOFT S.A. and STOIXIMAN LTD. The "Intangible Assets" of the Group and the Company have not been pledged.

6. Property, plant and equipment

The "Property, plant and equipment" analysis is as follows:

GROUP Land Buildings Machinery Vehicles Equipment Construction
in progress
Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
6,718 8,366 17,006 161 13,219 - 45,470
Additions - 370 268 - 6,241 - 6,879
Disposals - - (409) - (2,415) - (2,824)
Transfers to Investment
Property
(809) (961) - - - - (1,770)
Depreciation charge - (1,495) (6,974) (51) (6,657) - (15,177)
Disposals' depreciation - - 329 - 2,395 - 2,724
Transfers' depreciation - 932 - - - - 932
Net book amount
(31 December 2024)
5,910 7,211 10,219 110 12,783 - 36,233
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
5,910 7,211 10,219 110 12,783 - 36,233
Additions - 125 20 - 5,132 762 6,039
Disposals - - - (87) (28) - (116)
Depreciation charge - (743) (3,399) (18) (3,059) - (7,219)
Disposals' depreciation - - - 77 28 - 105
Net book amount
(30 June 2025)
5,910 6,594 6,840 82 14,856 762 35,043
GROUP Land Buildings Machinery Vehicles Equipment Construction
in progress
Total
31.12.2024
Acquisition cost 5,910 32,162 122,260 2,396 127,136 - 289,864
Accumulated depreciation - (24,951) (112,041) (2,285) (114,353) - (253,630)
Net book value 31.12.2024 5,910 7,211 10,219 110 12,783 - 36,233
30.06.2025
Acquisition cost 5,910 32,288 122,280 2,308 132,240 762 295,787
Accumulated depreciation - (25,694) (115,439) (2,227) (117,384) - (260,744)
Net book value 30.06.2025 5,910 6,593 6,840 82 14,856 762 35,043
COMPANY Land Buildings Machinery Vehicles Equipment Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
6,718 8,287 16,816 66 12,296 44,183
Additions - 332 62 - 5,585 5,979
Disposals - - (409) - (2,302) (2,712)
Transfers to Investment
Property
(809) (961) - - - (1,770)
Depreciation charge - (1,460) (6,911) (24) (6,090) (14,485)
Disposals' depreciation - - 329 - 2,302 2,631
Transfers' depreciation - 932 - - - 932
Net book amount
(31 December 2024)
5,910 7,130 9,887 41 11,791 34,759
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
5,910 7,130 9,887 41 11,791 34,759
Additions - 4 - - 4,725 4,729
Disposals - - - - (8) (8)
Depreciation charge - (725) (3,354) (12) (2,825) (6,917)
Disposals' depreciation - - - - 8 8
Net book amount
(30 June 2025)
5,910 6,409 6,533 29 13,691 32,572
COMPANY Land Buildings Machinery Vehicles Equipment Total
31.12.2024
Acquisition cost 5,910 31,568 120,679 2,217 116,048 276,421
Accumulated depreciation - (24,437) (110,792) (2,176) (104,257) (241,662)
Net book value 31.12.2024 5,910 7,130 9,887 41 11,791 34,759
30.06.2025
Acquisition cost 5,910 31,572 120,679 2,217 120,765 281,142
Accumulated depreciation - (25,162) (114,147) (2,188) (107,074) (248,571)
Net book value 30.06.2025 5,910 6,410 6,533 29 13,690 32,572

The Group's "Equipment" additions within the current year include, among others:

  • Hardware (laptop & desktop) of € 281,
  • Equipment for servers of € 890,
  • Equipment for OPAP Stores in Greece of € 3,043.

The "Property, plant and equipment" of the Group and the Company have not been pledged.

7. Right-of-Use Assets and Lease liabilities

The "Right-of-use assets" are analysed as follows:

GROUP Buildings Vehicles Equipment Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
19,555 3,571 1,744 24,871
Additions 7,533 2,741 - 10,274
Reassessment of leases 2,454 42 - 2,496
Termination of leases (6,852) (4,330) (974) (12,156)
Other movements (1,524) (4) - (1,528)
Depreciation charge (5,538) (1,586) (616) (7,739)
Termination depreciation 6,754 4,259 974 11,987
Net book amount
(31 December 2024)
22,382 4,694 1,128 28,204
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
22,382 4,694 1,128 28,204
Additions 2,344 631 - 2,975
Reassessment of leases 345 94 - 439
Termination of leases (1,284) (162) - (1,446)
Other movements 85 25 - 110
Depreciation charge (3,305) (894) (308) (4,507)
Termination depreciation 1,064 139 - 1,203
Net book amount
(30 June 2025)
21,631 4,527 821 26,978
GROUP Buildings Vehicles Equipment Total
31.12.2024
Acquisition cost 46,132 6,896 2,462 55,490
Accumulated depreciation (23,750) (2,202) (1,334) (27,285)
Net book value 31.12.2024 22,382 4,694 1,128 28,204
30.06.2025
Acquisition cost 47,622 7,484 2,462 57,568
Accumulated depreciation (25,992) (2,957) (1,641) (30,590)
Net book value 30.06.2025 21,631 4,527 821 26,978
COMPANY Buildings Vehicles Equipment Total
Year ended 31 December 2024
Opening net book amount
(1 January 2024)
16,794 2,680 1,744 21,218
Additions 986 1,981 - 2,967
Reassessment of leases 2,440 42 - 2,482
Termination of leases (6,598) (3,411) - (10,009)
Other movements 38 - - 38
Depreciation charge (4,561) (1,187) (616) (6,364)
Termination depreciation 6,513 3,340 - 9,853
Net book amount
(31 December 2024)
15,613 3,445 1,128 20,187
Period ended 30 June 2025
Opening net book amount
(1 January 2025)
15,613 3,445 1,128 20,187
Additions 2,344 350 - 2,694
Reassessment of leases 345 94 - 439
Termination of leases (758) (90) - (847)
Other movements (5) - - (5)
Depreciation charge (2,501) (643) (308) (3,452)
Termination depreciation 537 90 - 627
Net book amount
(30 June 2025)
15,576 3,246 821 19,642

The Group's right-of-use of "Buildings" mainly refers to the PLAY Gaming Halls with a total NBV of € 12,422 as at 30.06.2025 (31.12.2024: € 14,048). The previous year's additions mainly refer to the new STOIXIMAN LTD offices' lease of € 4,690.

The Condensed Statement of Financial Position includes the following amounts related to lease liabilities:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Non-current lease liabilities 19,682 21,066 13,884 14,767
Current lease liabilities 8,107 8,241 6,354 6,397
Total 27,790 29,307 20,237 21,165

Total capital and interest payments of lease liabilities in the period ended 30.06.2025, amount to € 5,236 (30.06.2024: € 4,182) for the Group and € 4,136 (30.06.2024: € 3,564) for the Company.

Income from operating subleases which refers to the sublease of PLAY Gaming Halls is included in "Revenue from non-gaming activities" in the Condensed Income Statement and amounts to € 2,296 as at 30.06.2025 for both the Group and the Company (30.06.2024: € 2,258 for both the Group and the Company).

8. Other non - current assets

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Guarantee deposits 7,739 8,475 1,734 907
Prepayments of retirement benefits 89 89 89 89
Loans receivable 1,113 1,187 7,343 7,627
Prepaid expenses 34,773 31,650 34,773 31,650
Derivative financial instruments 607 607 - -
Other receivables 222 367 3,164 2,045
Total 44,542 42,375 47,102 42,318

The "Other non-current assets" are analysed as follows:

The Group's "Guarantee deposits" balance refers to amounts given to suppliers as a security deposit and it is expected to be returned in the future.

The Group's "Loans receivable" balance refers to loans that the Company has granted to its agents and its personnel, with the maturity of these loans to be until November 2028.

At Company level, the "Loans receivable" balance includes the non-current balance of € 1,333 (31.12.2024: € 1,540) for a bond loan granted to TORA DIRECT SINGLE MEMBER S.A. on 29.08.2017 and the balance of € 4,900 (31.12.2024: € 4,900) for a bond loan granted to TORA WALLET SINGLE MEMBER S.A. on 13.12.2022. These loans to subsidiaries bear a floating interest rate consisting of a floating part equal to the applicable (for each interest period) weighted average cost of financing of the Group plus a margin of 15 base points (0.15%).

The "Prepaid expenses" balance mainly includes the amount of € 33,970 as at 30.06.2025 (31.12.2024: € 31,650) which relates to advances paid to VLT vendors under respective contracts, which will be settled in more than one year.

Finally and at Company level, the € 3,164 as at 30.06.2025 (31.12.2024: € 2,045) included in the "Other Receivables" refer to Pillar Two Top up tax (refer to Notes 17 and 31). More specifically, the Pillar Two legislation has been enacted or substantively enacted in Greece and Cyprus. In Malta, where STOIXIMAN LTD is established, the application of Pillar Two rules has been deferred based on exception allowed by the EU Directive. In this respect, any potential top-up tax which may arise in Malta will be payable from the Company. As a result, the potential exposure of € 3,164 (31.12.2024: € 2,045) to Pillar Two income taxes in respect of profits earned by operating subsidiaries in Malta, will be paid by the Company.

9. Deferred taxes – Income Taxes

Deferred taxes are calculated in full on temporary differences under the balance sheet method using the principal tax rates that apply to the countries in which the companies of the Group operate.

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Deferred tax asset 11,939 13,782 - -
Deferred tax liability (115,607) (118,676) (43,205) (44,232)
Net deferred tax liability (103,668) (104,894) (43,205) (44,232)

The movement in deferred taxes is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Opening balance, net deferred tax
asset/(liability)
(104,895) (108,227) (44,232) (44,724)
Charge recognised in the Income Statement 953 3,289 753 453
Charge recognised in the Other
Comprehensive Income
273 44 273 39
Closing balance, net deferred tax liability (103,668) (104,895) (43,205) (44,232)

The deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxing authority.

The corporate income tax rate in Greece is 22%, in Cyprus is 12.5% and in Malta is 35%.

The movement in deferred tax assets and liabilities per category is as follows:

GROUP Balance at 1
January 2025
Recognised in the
Income Statement
(Note 31)
Recognised in
Other
Comprehensive
Income (Note 31)
Balance at 30
June 2025
Analysis of deferred tax assets (before set - offs)
Property, plant and equipment 1,028 818 - 1,847
Intangible assets 7,751 (1,640) - 6,112
Other non-current & current assets 60 - - 60
Inventories 120 (10) - 110
Trade receivables 55 25 - 80
Lease liabilities 5,588 (533) - 5,055
Employee benefits 350 36 - 386
Provisions 688 (48) - 640
Derivative financial instruments - - 273 273
Other non-current & current liabilities 7,152 3,786 - 10,938
22,793 2,434 273 25,500
Analysis of deferred tax liabilities (before set - offs)
Property, plant and equipment - (1) - (1)
Intangible assets (121,940) (90) - (122,030)
Right-of-use assets (5,360) 478 - (4,882)
Other non-current & current assets (3) (1,979) - (1,981)
Trade receivables (101) 101 - -
Derivative financial instruments (268) - - (268)
Other non-current & current liabilities (14) 9 - (5)
(127,687) (1,481) - (129,168)
Net deferred tax asset/(liability) (104,895) 953 273 (103,668)
COMPANY Balance at 1
January 2025
Recognised in the
Income Statement
(Note 31)
Recognised in
Other
Comprehensive
Income (Note 31)
Balance at 30
June 2025
Analysis of deferred tax assets (before set - offs)
Property, plant and equipment 1,015 820 - 1,836
Inventories 110 - - 110
Trade receivables - 24 - 24
Lease liabilities 4,656 (204) - 4,452
Employee benefits 311 29 - 340
Provisions 689 (48) - 641
Derivative financial instruments - - 273 273
Other non-current & current liabilities 1,097 4,032 - 5,128
7,879 4,652 273 12,804
Analysis of deferred tax liabilities (before set - offs)
Intangible assets (47,564) (2,167) - (49,732)
Right-of-use assets (4,442) 146 - (4,296)
Other non-current & current assets (3) (1,979) - (1,981)
Trade receivables (101) 101 - -
(52,110) (3,899) - (56,009)
Net deferred tax liability (44,232) 753 273 (43,205)

On 30.06.2025, certain Group entities had accumulated tax losses of € 103,156 (31.12.2024: € 170,744). No deferred tax asset has been recognized for the carried forward tax losses as at 30.06.2025, due to the extent that it is not probable that sufficient taxable profits will be available to utilise the assets. If the Group's entities were able to recognize all unrecognized deferred tax assets, these would amount to € 22,694 (31.12.2024: € 37,564).

Current income tax asset for the Group as at 31.12.2024 of € 12,674 mainly comprised by the tax refund from Maltesian tax authorities of € 12,508, which was received on 14.02.2025.

Current income tax liabilities for the Group and the Company as at 30.06.2025 amounts to € 156,851 and € 85,447, respectively (31.12.2024: € 127,198 and € 57,462, respectively).

Under Greek tax regulations, an income tax advance is paid to the tax authorities each year calculated at the 80% of the current year income tax liability. Such advance is then netted off with the following year's income tax liability.

10. Inventories

The analysis of the "Inventories" is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Gaming Halls construction cost 711 1,154 711 1,154
Consumable materials 2,874 4,511 1,699 1,618
Total 3,584 5,665 2,409 2,773

The inventories of the Group as at 30.06.2025 include:

  • OPAP S.A. inventories of € 711 related to PLAY Gaming Halls stores under construction that will be sold after their completion (31.12.2024: € 1,154).
  • TORA DIRECT SINGLE MEMBER S.A. inventories of € 531 (31.12.2024: € 2,212) related mainly to phone cards and Internet.
  • NEUROSOFT S.A. inventories of € 644 (31.12.2024: € 681) related to production consumables.
  • OPAP S.A. lottery and athletic events prognoses games tickets, coupons for PAME STOIXIMA game etc. of € 1,699 (31.12.2024: € 1,618).

The Group and the Company have not pledged their inventories as collateral.

11. Trade receivables

The analysis of the "Trade receivables" is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Receivables from agents 46,974 58,352 11,704 16,695
Receivables from agents under
arrangement
392 419 - -
Doubtful receivables from agents 18,315 18,311 13,623 13,613
Other receivables 23,719 30,456 10,984 15,675
Sub total short term trade receivables 89,400 107,537 36,311 45,983
Less loss allowance on short term trade
receivables
(20,794) (20,822) (14,581) (14,658)
Total short term trade receivables 68,606 86,715 21,730 31,325
Discounted long term receivables from
agents
836 1,446 836 1,446
Total long term trade receivables 836 1,446 836 1,446
Total trade receivables 69,442 88,161 22,566 32,770

The Group has exposure to credit risk in relation to receivables from agents. According to IFRS 9 requirements, an assessment of the credit risk under ECL model was conducted per agent and the calculated amount as at 30.06.2025 was less than the carrying amount of the loss allowance before the aforementioned assessment. Consequently, on 30.06.2025 the loss allowance of the Group and the Company was decreased by € 28 and € 77, respectively.

The "Other receivables" refer to the trade receivables of the non-gaming entities (i.e. TORA DIRECT SINGLE MEMBER S.A., TORA WALLET SINGLE MEMBER S.A., OPAP ECO SINGLE MEMBER S.A. and NEUROSOFT S.A.). The "Discounted long term receivables from agents" include arrangements with agents that will be settled up to 2028.

Additional information about the impairment of trade receivables and the Group's exposure to credit risk are included in Note 33.

The Group and the Company have not pledged their receivables as collateral.

12. Other current assets

The analysis of the "Other current assets" is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Accrued income 6,080 6,210 4,800 8,273
Prepaid expenses 25,455 31,248 21,245 21,186
Dividends receivable - - 5,000 -
Intermediate account with OPAP CYPRUS
LTD regarding actual versus theoretical
payout of Cypriot winners
- - 2,680 -
Receivables from taxes (other than corporate
income tax)
557 1,191 517 517
Loans receivable 1,003 1,095 1,394 1,506
Derivative financial instruments 609 609 - -
Total 33,704 40,352 35,636 31,482

At Company level, "Dividends receivable" as at 30.06.2025 include the amount of € 5,000 receivable from OPAP SPORTS LTD.

The balance of the "Prepaid expenses" of the Group as at 30.06.2025 mainly includes the current portion of a prepayment to VLT vendors of € 4,959 (31.12.2024: € 5,087) (refer to Note 8), prepaid services for use and maintenance of software of € 4,835 (31.12.2024: € 4,821), prepaid sponsorships of € 1,613 (31.12.2024: € 7,429), prepaid promotional activities of € 2,738 (31.12.2024: € 2,760) and third party fees of € 2,688 (31.12.2024: € 1,299).

The balance of "Loans receivable" of the Group as at 30.06.2025 refer mainly to loans granted to agents, while at Company level they include the current portion of the balance of a loan the Company granted to its subsidiary TORA DIRECT SINGLE MEMBER S.A. of € 420 (31.12.2024: € 420).

13. Cash and cash equivalents

The analysis of the "Cash and cash equivalents" is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Cash on hand 698 1,215 400 897
Short term bank deposits 492,326 488,885 145,145 138,597
Total 493,024 490,099 145,545 139,494

The "Short term bank deposits" are comprised by current accounts and short-term time deposits with a maturity of three months or less from the date of the acquisition. The effective interest rates are based on floating rates and are negotiated on a case by case basis.

The "Short term bank deposits" of the Group and the Company also include amounts from electronic payment processors, of € 54,477 and € 2,517 respectively as at 30.06.2025 (31.12.2024: € 83,169 and € 4,220, respectively), which, at the time of purchase, are readily convertible to known amount of cash and that there is an insignificant risk of changes in value.

The fixed deposits with maturity between 3 and 12 months from the date of acquisition of € 9,185 as at 30.06.2025 (31.12.2024: € 4,768) are included in "Short-term investments" in the consolidated Statement of Financial Position, while the fixed deposits with maturity greater than 12 months from the date of acquisition of € 2,906 (31.12.2024: € 2,457) are included in "Long-term investments". The increase in the short-term investments compared to the previous year refers to new fixed deposits of OPAP SPORTS LTD. According to IFRS 9 requirements, an assessment of the credit risk under the ECL model as at 30.06.2025

was conducted. Since the Group retains its deposits at institutions that have high credit ratings, credit risk was insignificant and no impairment provision was raised.

14. Share capital and Share Premium

The total number of the authorized ordinary shares is:

GROUP & COMPANY
30.06.2025 31.12.2024
Ordinary shares of € 0.30 each 370,062,741 370,062,741
370,062,741 370,062,741

The "Share capital" and "Share premium" movement is as follows:

Number of shares Share capital Share premium
Balance at 31 December 2023 370,062,741 111,019 105,482
Capitalization of share premium as per the
25.04.2024 AGM decision
- 92,516 (92,516)
Share capital return to the shareholders as per
the 25.04.2024 AGM decision
- (92,516) -
Balance at 31 December 2024 370,062,741 111,019 12,966
Balance at 30 June 2025 370,062,741 111,019 12,966

15. Non-controlling interests

The Group's non-controlling interests amount to € 31,812 as at 30.06.2025 (31.12.2024: € 29,968), arising from HELLENIC LOTTERIES S.A., NEUROSOFT S.A., and STOIXIMAN LTD.

The summarized financial information and basic financial data of these companies are presented below. The amounts disclosed for each subsidiary are before intercompany eliminations.

Summarized statement of financial
position as at June 30, 2025
HELLENIC
LOTTERIES S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Total
NCI percentage 16.50% 32.28% 15.51%
Non-current assets 10,815 7,864 212,988
Current assets 91,073 16,357 185,757
Non-current liabilities (41,351) (2,903) (78,135)
Current liabilities (60,509) (10,043) (138,958)
Net assets 29 11,276 181,651
Net assets attributable to NCI 5 3,640 28,167 31,812
Summarized income statement and
other comprehensive income for
the period ended June 30, 2025
HELLENIC
LOTTERIES S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Total
Revenue (GGR) 52,189 - 295,555
Revenue from non-gaming activities 10 16,032 94
Profit/(loss) after tax (2,441) (60) 43,440
Other comprehensive income, net of
tax
- - -
Total comprehensive income (2,441) (60) 43,440
Profit/(loss) after tax attributable to
NCI
(403) (19) 6,736 6,314
Dividends paid to NCI - - 6,202 6,202
Summarized cash flow information
for the period ended June 30, 2025
HELLENIC
LOTTERIES S.A.
NEUROSOFT
S.A.
STOIXIMAN
LTD
Cash flows from operating activities (17,270) 1,671 47,952
Cash flows from investing activities 620 (841) 341
Cash flows from financing activities (17) (462) (40,579)
Net increase/(decrease) in cash and
cash equivalents
(16,667) 368 7,714

16. Borrowings

The summary of the Group and the Company outstanding debt is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Total non-current loans 348,396 607,611 308,396 567,611
Current loans
Current portion of non-current loans
including accrued interest
301,463 41,912 335,857 75,711
Overdraft accounts 1 2,585 1 -
Total current loans 301,464 44,497 335,857 75,711
Total borrowings 649,861 652,107 644,254 643,322

The Group's and the Company's "Borrowings" movement is as follows:

31.12.2024 30.06.2025
GROUP Year of
maturity
Book
value
New
Loans
Repayments Interest
paid
Accrued
interest
expense
Unwinding of
issuance
expenses
Outstanding
nominal
value
Book
value
Loan, amount € 916 2025 117 - (46) (2) 1 - 69 70
Corporate Bond Loan €
200,000
2027 199,130 - - (735) 735 274 200,000 199,405
Bond Loan € 300,000 2027 140,250 - (40,000) (448) 326 123 100,000 100,252
Bond Loan € 50,000 2026 40,319 - - (319) 256 - 40,000 40,256
Bond Loan € 200,000 2026 20,012 - - (12) 8 - 20,000 20,008
Bond Loan, € 250,000 2026 249,694 - - (313) 292 252 250,000 249,925
Bond Loan, € 240,000 2032 - 40,000 - - 180 (236) 40,000 39,944
Overdraft € 8,000 2,585 - (2,585) - - - - -
Overdraft € 15,000 - 1 - - - - 1 1
Total 652,107 40,001 (42,631) (1,828) 1,798 413 650,069 649,861
Year of
maturity
31.12.2024 30.06.2025
COMPANY Book
value
New
Loans
Repayments Interest
paid
Accrued
interest
expense
Unwinding of
issuance
expenses
Outstanding
nominal
value
Book
value
Corporate Bond Loan €
200,000
2027 199,130 - - (735) 735 274 200,000 199,405
Bond Loan, € 300,000 2027 140,250 - (40,000) (448) 326 123 100,000 100,252
Bond Loan, € 200,000 2026 20,012 - - (12) 8 - 20,000 20,008
Bond Loan, € 250,000 2026 249,694 - - (313) 292 252 250,000 249,925
Bond Loan, € 240,000 2032 - 40,000 - - 180 (236) 40,000 39,944
Loan, € 34,000 2025 34,235 - - - 484 - 34,000 34,719
Overdraft, € 15,000 - 1 - - - - 1 1
Total 643,322 40,001 (40,000) (1,507) 2,025 413 644,001 644,254

The weighted average interest rate of the Group and the Company for the first six months ended 30.06.2025 stands at 2.70% and 2.62% respectively (31.12.2024: 2.73% and 2.52% for the Group and for the Company respectively).

On 06.03.2025, the Company entered into a new loan agreement in order to refinance its credit facility of nominal amount of € 300,000 which is scheduled to expire on its entirety on 12.05.2027. The new loan has nominal amount of € 240,000 and it has maturity date 12.05.2032. On 12.05.2025, the Company executed a capital repayment of € 40,000 and simultaneously received a capital amount of the same value, in accordance with the abovementioned new loan agreement.

Additionally, on 06.03.2025, the Company entered into a new loan agreement in order to refinance its credit facility of nominal amount of € 250,000 which is scheduled to expire on 16.03.2026. The new loan has nominal amount of € 250,000 and it has maturity date 16.03.2031.

As for the Company's loans of nominal value of €250,000 and €240,000 (drawn amount € 40,000 as at 30.06.2025), interest rate swap agreements have been established of fair value as at 30.06.2025 of € 626 (31.12.2024: € 0) and € 616 (31.12.2024: € 0), respectively in order the Company to hedge the risk of these floating interest rate loans (refer to Note 17).

As at 30.06.2025 the Group and the Company were in compliance with the financial covenants of their borrowing facilities.

Finally, all agreements of the Group and the Company are unsecured.

17. Other non-current liabilities

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Derivatives (interest rate swaps) 1,242 - 1,242 -
Payout to the winners 3,362 3,394 1,394 1,469
Liability to the Cypriot Government for the
new licence
49,065 52,690 - -
Pillar Two Top up tax 3,219 2,045 3,164 2,045
GGR contribution payable 19,608 7,336 19,608 7,336
Other liabilities 23 27 - -
Total 76,520 65,493 25,408 10,851

The "Other non-current liabilities" analysis is as follows:

The "Derivatives (interest rate swaps)" as at 30.06.2025 relates to the interest rate swap agreements of € 626 (31.12.2024: € 0) and € 616 (31.12.2024: € 0) in order the Company to hedge the risk of its floating interest rate loans of nominal value of €250,000 and €240,000 (drawn amount € 40,000 as at 30.06.2025), respectively (refer to Note 16).

The balance of "Payouts to winners" relates to the long term payout to winners of:

  • Scratch games of HELLENIC LOTTERIES S.A. of € 1,329 as at 30.06.2025 (31.12.2024: € 1,247).
  • 1 st category of Lotto of € 2,033 as at 30.06.2025 in both Greece and Cyprus (31.12.2024: € 2,147).

The "Liability to the Cypriot Government for the new licence" relates to the discounted long term part of the liability of OPAP CYPRUS LTD for the new Concession Agreement.

The "GGR contribution payable" refers to the discounted additional consideration relating to the 10-year extension of the Company's licence which refers to the exclusive right to conduct certain numerical lottery and sports betting games. The nominal payable with maturity date the end of the extended period of the licence (2030) amounts to € 22,801 as at 30.06.2025 (31.12.2024: € 8,587), and has been discounted for 70 months (31.12.2024: 76 months) using the Group's weighted average interest rate as at 30.06.2025. The additional consideration will be calculated based on the agreement on an annual basis up to the expiration of the extension, which may result in a net receipt or payment to the Greek State. The additional payment or refund will be settled as a lump sum in 2030.

Finally and at Company level, the "Pillar Two Top up tax" of € 3,164 as at 30.06.2025 (31.12.2024: € 2,045) refers to Pillar Two Top up tax (refer to Notes 8 and 31). More specifically, the Pillar Two legislation has been enacted or substantively enacted in Greece and Cyprus. In Malta, where STOIXIMAN LTD is established, the application of Pillar Two rules has been deferred based on exception allowed by the EU Directive. In this respect, any potential top-up tax which may arise in Malta will be payable from the Company. As a result, the potential exposure of € 3,164 (31.12.2024: € 2,045) to Pillar Two income taxes in respect of profits earned by operating subsidiaries in Malta, will be paid by the Company.

18. Trade payables

The analysis of the "Trade payables" is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Suppliers (services, assets, etc.) 56,648 71,512 29,173 39,790
Payouts to winners 37,766 48,156 29,492 30,992
Unclaimed winnings 19,679 25,453 6,225 13,044
Players' e-wallet 19,619 21,381 6,349 6,135
SCRATCH payout provision 26,366 27,268 - -
Other payables 2,965 1,922 1,794 892
Contract liabilities 11,206 11,823 2,986 3,710
Total 174,248 207,514 76,020 94,561

The "Suppliers (services, assets, etc.)" are non-interest bearing and are normally settled within 60 days for both the Group and the Company.

The balance of "Suppliers (services, assets, etc.)" includes, among others, the liability to online affiliates under Article 196 of L.4635/2019 and Article 10 of the Online regulation which as at 30.06.2025 amounts to € 201 (31.12.2024: € 397) and € 4 (31.12.2024: € 198) for OPAP S.A. and STOIXIMAN LTD respectively. During the current period OPAP S.A. cooperated with 49 affiliates and the respective expense amounts to € 2,363 (2024: € 1,839), while STOIXIMAN LTD cooperated with 55 affiliates and the respective expense amounts to € 7,776 (2024: € 8,260).

The "Contract liabilities" for the gaming entities of the Group refer to amounts wagered for games or draws that will be settled in the near future of € 10,925 (31.12.2024: € 11,574), while for the non-gaming entities of the Group refer to unsatisfied performance obligations of € 281 (31.12.2024: € 249).

19. Other current liabilities

The analysis of other current liabilities is as follows:

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Donations 748 634 748 634
Sponsorships 14,032 12,835 609 721
Guarantee deposits from agents 10,785 10,590 8,054 7,821
Wages and salaries 8,811 12,214 6,178 10,792
Dividends payable 1,697 2,105 1,697 2,105
Capital return to the Shareholders 375 458 375 458
Accrued expenses 39,739 32,164 21,747 14,799
Insurance contributions payable 2,765 3,918 1,936 2,693
GGR contribution and other levies and duties
payable
40,712 62,717 14,293 19,625
Other taxes (withholding, VAT) 25,664 33,002 10,734 13,513
Liability to the Cypriot Government for the new
licence
4,359 4,668 - -
Other liabilities 2,020 5,241 1,853 1,467
Total 151,709 180,547 68,223 74,629

The balance of the "Guarantee deposits from agents" represents:

  • the amount placed on deposit to jointly secure agents' obligations (the guarantee is paid back when the agent returns the licence)
  • the amount paid for the credit limit to be raised.

The balance of the "Accrued expenses" refers to expenses incurred in the current period, which have not yet been invoiced as at 30.06.2025.

The balance of the "GGR contribution and other levies and duties payable" refers to the amounts resulting from a month's gaming activity which are payable during the next month.

The balance of the "Liability to the Cypriot Government for the new licence" refers to the short term part of the OPAP CYPRUS LTD new Concession Agreement as at 30.06.2025.

20. Dividends

Dividend distribution for the year 2024

The Company's Board of Directors decided during its meeting on 18.03.2025 to distribute a gross amount of € 503,141 or € 1.402852798 per share (in absolute amount) as total dividend for the fiscal year 2024 with € 0.602852798 per share (in absolute amount) having already paid as interim dividend in November 2024. The Company's Annual General Meeting ("AGM") of the Shareholders of the Company dated 29.04.2025 approved the abovementioned distribution and a gross amount of € 286,883 or € 0.80 per share (in absolute amount), excluding 11,459,263 treasury shares, was distributed on 14.05.2025.

21. GGR Contribution and other levies and duties

The respective expense is determined by the Concession Right held by the Group's companies and a summary of the applicable rates is disclosed as following:

Company Licence Rights of games GGR Contribution and other levies
and duties rates
OPAP S.A. Lottery &
Betting games
10-year extension of the exclusive right
until Oct.2030
30%
OPAP S.A. Online games 7-year right until May.2028 35%
OPAP S.A. VLTs 18-year exclusive right until Jan.2035 30%
OPAP S.A. Eurojackpot 10-year exclusive right until Mar.2034 30%
STOIXIMAN LTD Online games 7-year right until Aug.2028 35%
HELLENIC LOTTERIES
S.A.
Passives &
Instants
12-year exclusive right until Apr.2026 30% or minimum annual fee €
50,000
HORSE RACES SINGLE
MEMBER S.A.
Horse racing
landbased
betting
20-year exclusive right until Jan.2036 30%
OPAP CYPRUS LTD Lottery &
Betting games
• Agreement between Greek Republic
and Republic of Cyprus, until 25.06.2024;
• 15-year exclusive right until Jun.2039,
from 26.06.2024 and onwards.
• approx. 17%, until 25.06.2024;
• 22.5% or minimum annual fee €
20,000 (the minimum annual fee
also includes sponsorship expenses
of 5%), from 26.06.2024 and
onwards.
OPAP SPORTS LTD Betting games Class "A" licence for the landbased and
Class "B" licence for the Online
13%

The GGR contribution of HELLENIC LOTTERIES S.A has been calculated at the semi-annual minimum amount of € 25,000 stipulated in the Concession Agreement.

22. Agents' commissions

For the Company, the agents' commission is calculated as a percentage on the Net Gaming Revenue (NGR) depending on the game, the sales channel and the targets achieved.

For the rest companies of the Group, the agents' commission is calculated as a percentage on wagers depending on the game and especially for HELLENIC LOTTERIES S.A, the sales' channel (wholesalers, mini markets, OPAP S.A. sales' network etc.).

23. Other direct costs

The "Other direct costs" are incurred by the entities of the Group which operate in the gaming sector only, and their level is directly connected with the level of the gaming activity.

The analysis of the respective category is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Fees to system providers 60,521 55,446 39,234 36,502
Financial institutions fees 23,020 21,710 2,749 2,254
Online affiliation fees 10,171 10,134 2,363 1,839
Total 93,712 87,289 44,345 40,596

24. Revenue from non-gaming activities

The analysis of the "Revenue from non-gaming activities" is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Revenues from prepaid cards, mobile top-ups,
and bill payments' services
32,345 34,279 - -
Revenue from IT services 9,999 9,121 - -
Management fees - - 15,105 16,400
Income from leases 2,546 2,524 2,575 2,503
Income from services provided to land-based
sales' network
3,529 3,422 3,529 3,422
Other income 1,329 1,631 1,030 1,280
Total 49,748 50,978 22,239 23,606

The "Revenues from prepaid cards, mobile top-ups and bill payments" refer to revenues from TORA DIRECT SINGLE MEMBER S.A. and TORA WALLET SINGLE MEMBER S.A. and includes the following:

  • an amount of € 24,501 (2024: € 27,010) related to revenues where the aforementioned subsidiaries act as principals,
  • an amount of € 2,298 (2024: € 2,523) related to commissions where the subsidiaries act as agents and finally,
  • an amount of € 5,547 (2024: € 4,746) refers to commission from bill payments services.

The "Revenue from IT services" relates to the revenue of NEUROSOFT S.A. for the provision of IT services and consulting and the sale of software and other technological products.

The Company's "Management fees" mainly include Service Level Agreements ("SLA") fees from its subsidiaries OPAP CYPRUS LTD, HELLENIC LOTTERIES S.A. and HORSE RACES SINGLE MEMBER S.A. which are eliminated for Group purposes.

25. Income related to the extension of the concession of the exclusive right 2020-2030

As per the Supplementary agreement between the Company and the Hellenic Republic Asset Development Fund (HRADF) dated 12.12.2011 and its amendment of 29.04.2013 relating to the Company's 10-year extension of the exclusive right up to 12.10.2030, a proportion equal to 80% of the absolute consideration for the extension which amounted to € 375,000 in total represents a GGR contribution prepayment of the Company for the extended period. This 80% proportion of the Absolute consideration equals to € 300,000 the future value of which was defined at the time that the extension was entered into at € 1,831,200 to be allocated to the 10 years of the extension. For the period from 01.01.2025 to 30.06.2025 the portion of the prepaid contribution of € 1,831,200, as adjusted for the corporate tax impact, amounts to € 116,233 (2024: € 116,224) and has been incorporated as an expense under "GGR contribution and other levies and duties" and simultaneously, as an income under "Income related to the extension of the concession of the exclusive right 2020-2030" in the Condensed Income Statement.

26. Cost of sales related to non-gaming activities

The "Cost of sales related to non-gaming activities" of the Group in 2025 includes:

  • the consumption of TORA DIRECT SINGLE MEMBER S.A. phone cards of € 23,965 (2024: € 26,297);
  • the cost of the sold PLAY Gaming Halls of OPAP S.A. of € 21 (2024: € 18);
  • the consumption of NEUROSOFT S.A. goods of € 2,441 (2024: € 3,895) for the production and development of software and IT systems.

27. Payroll expenses

The analysis of the "Payroll expenses" of the Company and the Group is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Wages and salaries 41,770 36,744 29,187 27,259
Social security costs 7,709 7,219 5,498 5,374
Other staff costs 3,768 3,217 2,399 2,421
Employee benefit plans 1,364 1,318 1,330 1,297
Termination compensations 784 1,514 696 388
Total 55,395 50,012 39,110 36,740

The number of employees of the Company as at 30.06.2025 and 30.06.2024 is 1,300 and 1,275 respectively, while the Group's number at the same reporting periods was 2,024 and 1,881, respectively.

28. Marketing expenses

The analysis of the "Marketing expenses" is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
CSR 1,838 620 1,297 262
Sponsorships 29,073 23,936 7,597 6,167
Advertising 48,177 50,509 22,126 26,051
Total 79,088 75,065 31,020 32,480

The variation in the "Sponsorships" refers to the increased expenses of STOIXIMAN LTD due to increased sponsorships on major international football competitions and Greek football teams as well.

29. Other operating expenses

The analysis of the "Other operating expenses" is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
IT related costs 24,445 21,128 18,900 19,342
Utilities & Telecommunication costs 5,977 6,396 5,705 5,831
Professional fees 40,258 36,740 11,898 10,992
Subscriptions 2,268 2,464 1,649 1,974
Bank commissions 280 570 - -
Insurance expenses 852 873 698 734
Consumables 1,372 1,216 1,072 976
Travelling expenses 1,703 1,835 1,366 1,337
Repair and maintenance 557 699 514 437
Other 12,943 13,240 6,351 5,732
Inventory consumption 3,055 3,605 2,928 3,398
Total 93,711 88,766 51,081 50,753

The Group "IT related cost" in 2025 includes, among others, fees for technological support of information systems (other than gaming platforms) of € 1,636 (2024: € 1,438), repair and maintenance of software and hardware of € 8,502 (2024: € 7,327) and use of software licences of € 13,120 (2024: € 11,577) of which the amount of € 10,210 (2024: € 7,845) comes from STOIXIMAN LTD.

The Group subcategory "Other" in 2025 includes a wide range of expenses such as, legal fees of € 1,058 (2024: € 1,143), Cypriot agents VAT of € 2,601 (2024: € 2,255), taxes (other than Income tax) of € 1,096 (2024: € 1,261), market research expenses € 924 (2024: € 634), transportation cost of € 971 (2024: € 1,180), etc..

71

30. Finance income / (costs)

The analysis of the "Finance income / (costs)" is as follows:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Interest expense on lease obligations (457) (463) (320) (360)
Interest and expenses of borrowings (9,952) (10,191) (9,588) (9,225)
Other finance costs (1,704) (2,442) (1,480) (1,324)
Capital cost of employee benefit plans (25) (20) (22) (18)
Unwind of previous years discount interest
income
(789) (33) (20) (4)
Finance cost (12,928) (13,149) (11,431) (10,930)
Bank deposits 5,048 6,286 2,062 2,528
Interest income from loans' receivables - - 98 173
Other finance income 176 466 75 36
Remeasurement of the discounting interests 2,050 2,234 2,050 2,234
Discounting interest of payables 26 114 - 114
Finance income 7,300 9,099 4,285 5,084
Net finance costs (5,628) (4,050) (7,146) (5,846)

The "Remeasurement of the discounting interests" for both, the Group and the Company, includes primarily the discounting effect related to the licence extension 2020-2030 of € 1,942 (2024: € 2,078).

31. Income tax expense

The income tax charged to Income Statement & Statement of Comprehensive Income for the first six months of 2025 and 2024 is analysed as follows:

Amounts recognized in the income statement:

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Corporate income tax (84,265) (78,160) (56,131) (52,795)
Pillar Two top up tax (1,174) (1,196) - -
Deferred tax 953 1,016 753 (177)
Income tax expense (84,485) (78,340) (55,378) (52,972)
Effective tax rate 26.1% 25.8% 19.0% 18.3%

Amounts recognised in the Other Comprehensive Income

GROUP COMPANY
Period that ended on June 30, 2025 2024 2025 2024
Deferred tax 273 - 273 -
Total 273 - 273 -

The corporate income tax rate in Greece is 22%, in Cyprus is 12.5% and in Malta is 35%.

The tax losses of certain Group's entities incurred in the first half of 2025 amount to € 8,636 (2024: € 10,076). Based on the approved business plans and the management estimations, it is not likely for these Group entities to generate taxable income in the foreseeable future and no deferred tax asset was recognised.

The tax losses can be offset against future taxable earnings over the next 5-year period.

The Group is within the scope of the OECD Pillar Two model rules (the Global AntiBase Erosion Proposal, or "GloBE"). On 05.04.2024, the Government of Greece where the Company is incorporated, enacted the Pillar Two income taxes legislation effective from 01.01.2024 (Law 5100/2024). Under the legislation, the Group is liable to pay a top-up tax for the difference between their GloBE effective tax rate per jurisdiction and the 15% minimum rate.

As of 30.06.2025, the Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group has presence. In particular, Pillar Two legislation has been enacted or substantively enacted in Greece and Cyprus. In Malta, the application of Pillar Two rules has been deferred based on exception allowed by the EU Directive. In this respect, any potential top-up tax which may arise in Malta will be payable from the Company. An assessment of the Group's potential exposure to additional income tax for the period ended 30.06.2025 has been performed. Based on the assessment and considering also the impact of specific adjustments in the Pillar Two legislation, the Group has identified potential exposure to Pillar Two income taxes in respect of profits earned by its operating subsidiaries in Malta and Cyprus, where the Pillar Two effective tax rate is expected to be below 15%. More specifically, the income tax

expense recognised in the consolidated Condensed Income Statement includes a "Pillar Two Top up tax" of € 1,174 (2024: € 1,196), allocated to Malta and Cyprus of € 1,119 (2024: € 1,050) and € 55 (2024: € 146), respectively. The amount that refers to the operating subsidiary in Malta and will be payable from the Company is also included in the "Other non-current assets" (refer to Note 8) and the "Other non-current liabilities" (refer to Note 17) recognized in the separate Condensed Statement of Financial Position. Finally and in accordance with the amendments to IAS 12 issued in May 2023 regarding Pillar Two model rules, the Group does not recognise deferred tax assets or liabilities related to top-up tax arising from the Income Inclusion Rule ("IIR") or the Qualified Domestic Minimum Top-up Tax ("QDMTT"). Any current tax receivable or payable from such top-up tax exposures, is recognised in the period in which it arises.

32. Related party disclosures

The Group's Financial Information for the first six months of 2025 were consolidated by Allwyn International AG, the Group's parent entity (the "Parent").

The term "Related parties" includes not only the Group's companies, but also companies in which the Parent participates in their share capital with a significant percentage, companies that belong to parent's main shareholders, companies controlled by members of the BoD or key management personnel, as well as close members of their family.

The Group's and the Company's income and expenses for the first six months of 2025 and 2024 as well as the balances of receivables and payables as at 30.06.2025 and 31.12.2024 that have arisen from related parties' transactions, as defined by IAS 24 are analysed as follows:

Expenses & Assets' Purchases Income
COMPANY 01.01-
30.6.2025
01.01-30.6.2024 01.01-
30.6.2025
01.01-
30.6.2024
OPAP SPORTS LTD - - 5,000 3,000
OPAP ECO SINGLE MEMBER S.A. - - 8 2
OPAP CYPRUS LTD 537 379 12,522 14,129
OPAP INVESTMENT LTD - - 40,000 50,000
HELLENIC LOTTERIES S.A. - 3 2,600 2,299
HORSE RACES SINGLE MEMBER S.A. - 21 113 127
TORA DIRECT SINGLE MEMBER S.A. 134 134 86 168
TORA WALLET SINGLE MEMBER S.A. 2,490 1,135 282 194
NEUROSOFT S.A. 6,222 6,949 - -
Total 9,382 8,621 60,612 69,919
Receivables (excl. loans) Payables (excl. loans)
COMPANY 30.6.2025 31.12.2024 30.6.2025 31.12.2024
OPAP SPORTS LTD 5,000 - - -
OPAP ECO SINGLE MEMBER S.A. 18 14 - -
OPAP CYPRUS LTD 6,573 13,195 13 2,563
HELLENIC LOTTERIES S.A. 3,140 4,312 24 31
HORSE RACES SINGLE MEMBER S.A. 400 296 5 5
STOIXIMAN LTD 3,164 2,045 - -
TORA DIRECT SINGLE MEMBER S.A. 50 - 362 197
TORA WALLET SINGLE MEMBER S.A. 5,707 946 1,306 381
NEUROSOFT S.A. 17 8 2,162 3,104
Total 24,069 20,817 3,872 6,280

The Company's income from transactions with related parties mainly refers to income from royalties and supporting services, while the respective expenses mainly refer to IT related costs.

The "Income" from related parties shown in the above table includes € 40,000 (2024: € 50,000) and € 5,000 (2024: € 3,000) of dividend income for the financial year 2024 from OPAP INVESTMENT LTD and OPAP SPORTS LTD, respectively.

Finally, the € 3,164 (31.12.2024: € 2,045) from STOIXIMAN LTD included in the "Receivables (exl. Loans)" refer to Pillar Two Top up tax. More specifically, the Pillar Two legislation has been enacted or substantively enacted in Greece and Cyprus. In Malta, where STOIXIMAN LTD is established, the application of Pillar Two rules has been deferred based on exception allowed by the EU Directive. In this respect, any potential topup tax which may arise in Malta will be payable from the Company. As a result, the potential exposure of € 3,164 (31.12.2024: € 2,045) to Pillar Two income taxes in respect of profits earned by operating subsidiaries in Malta, will be paid by the Company.

Expenses & Assets' Purchases Income
GROUP 01.01-
30.6.2025
01.01-30.6.2024 01.01-
30.6.2025
01.01-
30.6.2024
Related party balances and
transactions not eliminated for
consolidation purposes
28,355 23,550 140 230
Total 28,355 23,550 140 230
GROUP Receivables Payables
30.6.2025 31.12.2024 30.6.2025 31.12.2024
Related party balances and
transactions not eliminated for
consolidation purposes
1,976 459 10,577 15,039
Total 1,976 459 10,577 15,039

It is noted that € 23,635 included in "Expenses & Assets' Purchases" and € 7,891 included in "Payables" refer to professional fees charged to STOIXIMAN LTD by the Allwyn Group's entities.

The "Loans from subsidiary" is analysed as follows:

Loans from subsidiary
COMPANY 30.6.2025 31.12.2024
OPAP CYPRUS LTD 34,719 34,235
Total 34,719 34,235

The movement of the balance of "Loans from subsidiary" is presented below:

31.12.2024 30.6.2025
Book value Accrued interest
expense
Book value
Loan, € 34,000 34,235 484 34,719
Total 34,235 484 34,719

The "Loans to subsidiaries" are analysed as follows:

COMPANY Loans to subsidiaries
30.6.2025 31.12.2024
TORA WALLET SINGLE MEMBER S.A. 4,905 4,905
TORA DIRECT SINGLE MEMBER S.A. 1,754 1,965
Total 6,659 6,870

The movement of the balance of "Loans to subsidiaries" is presented below:

31.12.2024 30.6.2025
COMPANY Book
value
Principal
received
Receipts of
previous
year's
interest
Accrued
interest
income
Book
value
TORA WALLET SINGLE MEMBER S.A. 4,905 - (5) 5 4,905
TORA DIRECT SINGLE MEMBER S.A. 1,965 (210) (5) 4 1,754
Total 6,870 (210) (10) 9 6,659

Additionally, the Company has granted total corporate guarantees of € 108,550 (2024: € 108,550) in favor of HELLENIC LOTTERIES S.A., out of which the € 41,750 (2024: € 41,750) is a corporate guarantee for the loan of HELLENIC LOTTERIES S.A. from Alpha bank, the € 62,625 (2024: € 62,625) is a guarantee to HRADF and the € 4,175 (2024: € 4,175) relates to its overdraft bank account. Additionally, the Company has granted corporate guarantees of € 3,500 (2024: € 3,500) in favor of HORSE RACES SINGLE MEMBER S.A. to HRADF and up to € 3,000 (2024: € 3,000) for its overdraft bank account. Finally, the Company has granted corporate guarantees of € 12,595 (2024: € 12,595) in favor of TORA WALLET SINGLE MEMBER SA, € 1,100 (2024: € 1,100) in favor of OPAP SPORTS LTD, € 1,000 (2024: € 1,000) in favor of NEUROSOFT S.A., € 14,441 (2024: €

14,441) in favor of OPAP CYPRUS LTD for the new Concession Agreement and € 321 (2024: € 321) in favor of OPAP ECO SINGLE MEMBER S.A..

The Company intends to provide financial support to any of its subsidiaries, if it is deemed necessary.

The senior members of Management have received the following remuneration:

MANAGEMENT PERSONNEL GROUP COMPANY
01.01-
30.6.2025
01.01-
30.6.2024
01.01-
30.6.2025
01.01-
30.6.2024
Salaries 4,726 3,836 3,795 3,836
Other compensations 139 129 139 129
Social security cost 153 140 148 135
Total 5,019 4,106 4,083 4,100
BOARD OF DIRECTORS GROUP COMPANY
01.01-
30.6.2025
01.01-
30.6.2024
01.01-
30.6.2025
01.01-
30.6.2024
Salaries 444 418 204 204
Social security cost 49 42 33 28
Total 493 461 237 232
GROUP COMPANY
Liabilities from BoD compensation &
remuneration
30.6.2025 31.12.2024 30.6.2025 31.12.2024
BoD and key management personnel 224 215 223 214
Total 224 215 223 214

All the above intercompany transactions have been dealt at arm's length.

All the above inter-company transactions and balances have been eliminated in the Interim Condensed Financial Information of the Group.

33. Financial instruments and financial risk factors

Fair value and fair value hierarchy

[Strictly Confidential]

The Group uses the three levels prescribed under the accounting standards for determining and disclosing the fair value of financial instruments by valuing technique:

Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2: valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

During the period there were no transfers between levels 1 and 2 for recurring fair value measurements, and no transfers into and out of level 3 fair value measurement.

The following tables present the carrying amount of the Group's and the Company's financial instruments and their fair value:

30.06.2025
GROUP Carrying
value
Level 1 Level 2 Level 3
Financial assets
Loans receivable 2,116 - - 2,116
Trade receivables 69,442 - - 69,442
Cash and cash equivalents 493,024 - - 493,024
Other receivables of other non - current
assets
222 - - 222
Guarantee deposits 7,739 - - 7,739
Accrued income 6,080 - - 6,080
Derivative financial instruments 1,216 - - 1,216
Investments 12,091 - - 12,091
Financial liabilities
Long term borrowings 348,396 194,835 - 151,877
Short term borrowings 301,464 - - 302,315
Trade payables (excluding contracts'
liabilities)
163,042 - - 163,042
Lease liabilities 27,790 - - 27,790
Derivative financial instruments (interest
rate swaps)
1,242 - 1,242 -
Other financial liabilities 123,908 - - 123,908
31.12.2024
GROUP Carrying
value
Level 1 Level 2 Level 3
Financial assets
Loans receivable 2,282 - - 2,282
Trade receivables 88,161 - - 88,161
Cash and cash equivalents 490,099 - - 490,099
Other receivables of other non - current
assets
367 - - 367
Guarantee deposits 8,475 - - 8,475
Accrued income 6,210 - - 6,210
Derivative financial instruments 1,216 - - 1,216
Investments 7,225 - - 7,225
Financial liabilities
Long term borrowings 607,611 193,265 - 411,952
Short term borrowings 44,497 - - 44,605
Trade payables (excluding contracts'
liabilities)
195,692 - - 195,692
Lease liabilities 29,307 - - 29,307
Other financial liabilities 121,999 - - 121,999
30.06.2025
COMPANY Carrying
value
Level 1 Level 2 Level 3
Financial assets
Loans receivable 8,737 - - 8,737
Trade receivables 22,566 - - 22,566
Cash and cash equivalents 145,545 - - 145,545
Guarantee deposits 1,734 - - 1,734
Accrued income 4,800 - - 4,800
Financial liabilities
Long term borrowings 308,396 194,835 - 111,352
Short term borrowings 335,857 - - 336,721
Trade payables (excluding contracts'
liabilities)
73,034 - - 73,034
Lease liabilities 20,237 - - 20,237
Derivative financial instruments (interest
rate swaps)
1,242 - 1,242 -
Other financial liabilities 34,202 - - 34,202
COMPANY 31.12.2024
Carrying
value
Level 1 Level 2 Level 3
Financial assets
Loans receivable 9,133 - - 9,133
Trade receivables 32,770 - - 32,770
Cash and cash equivalents 139,494 - - 139,494
Guarantee deposits 907 - - 907
Accrued income 8,273 - - 8,273
Financial liabilities
Long term borrowings 567,611 193,265 - 370,629
Short term borrowings 75,711 - - 76,329
Trade payables (excluding contracts'
liabilities)
90,851 - - 90,851
Lease liabilities 21,165 - - 21,165
Other financial liabilities 26,695 - - 26,695

The fair value of long-term,short-term borrowings and interest rate swaps is based on either quoted market prices or on future cash flows discounted. Due to the short maturities of the most of the above financial assets and financial liabilities, their carrying amounts at the reporting date approximate the fair values.

Risk related to political and economic conditions, as well as market conditions and developments in Greece

Looking ahead to the remainder of the year, the Greek economy appears poised to maintain its robust momentum, outpacing the euro area average. Steady investment inflows, higher employment, and solid private consumption are set to drive growth, while tourism and exports are expected to provide additional boost to the economy. Greece's disciplined fiscal stance places the country among the EU's top fiscal performers, supporting significant deficit reduction and primary surpluses. Nonetheless, external risks persist, particularly from trade policies uncertainty and geopolitical tensions, which could moderate growth prospects. The direct effects of recently imposed tariffs are anticipated to be minimal due to Greece's limited exposure to the US export market; however, the economy may experience some indirect pressures through diminished euro area demand and elevated uncertainty. Even so, the Greek economy is expected to stay on a positive trajectory, with growth underpinned by dynamic domestic demand and a gradual normalization of inflation.

The Group's activity is significantly affected by disposable income and private consumption, which in turn are affected by the current economic conditions in Greece, such as the GDP, unemployment, inflation, taxation levels and increased energy costs. As such, a potential deterioration of the aforementioned indicators together with a decline in economic sentiment and/or consumer confidence, could result in a decrease of the gaming related frequency and spending of the Group's customers.

The Group is following developments and monitoring customer behavior for any signs of a long-term decline in their gaming activity or spending, which would act as an impairment indicator for the respective licences. The Group has considered the impact of the current macroeconomic environment on the measurement of non-financial and financial assets. In measurement of non-financial assets, the Group used adjusted cash flows projections based on the revised financial budgets to calculate the Value in Use (VIU), i.e. the recoverable amount of the cash generating units. Revised budgets reflect the impact of the inflation on GDP and private consumption along with emerging trends in gaming activity.

Management reassessed also the recoverability of trade and other receivables, included intergroup receivables. Management assessed the impact of the economic environment has on the expected credit losses (ECL) calculation and the effect of credit risk on the amount, timing and uncertainty of future cash flows.

Management continually assesses the possible impact of any changes in the macroeconomic and financial environment in Greece taking into consideration global economic developments, so as to ensure that all necessary measures are taken in order to minimize any impact on the Group's Greek operations.

Climate change risk

Both the Company and the Group are conscious of global climate change and environmental issues. Climate risks pose challenges for our operations, including increased energy costs, energy and fuel price volatility, energy supply interruptions, non-compliance with relevant environmental legislation and regulations, and potential damage to our facilities due to extreme weather incidents, resulting in possible reputational issues and potential operational disruptions.

However, in our effort to contribute to the mitigation of such issues, we systematically work towards minimizing our potential negative impact and proactively address risks throughout our operations. We comply with current environmental legislation and relevant provisions, incorporate sustainable practices and procedures, as well as conduct all necessary environmental impact assessments. Additionally, through our Environmental and Energy Policy and relevant management systems (ISO14001, ISO50001), we are committed to conducting business in an environmentally responsible way, acknowledging that the protection of the environment, energy saving and the conservation of natural resources are integral parts of responsible and sustainable business development.

Management has assessed the potential financial impacts relating to the identified risks. The following considerations were made in respect of the Interim Condensed Financial Information:

  • Impact of climate change is not expected to be material on the going concern period and the viability of the group over the next years,
  • The impact of climate change on factors (like useful lives and depreciation methods) that determine the carrying value of non-current assets.

• The impact of climate change on forecasts of cash flows used in impairment assessments for the value in use of non-current assets .

Management has exercised judgement in concluding that there are no further material financial impacts of the Group's climate change risks and opportunities on the Interim Condensed Financial Information.

Financial risk management

Management continually assesses the possible impact of any changes in the macroeconomic and financial environment in Greece and Cyprus so as to ensure that all necessary actions and measures are taken in order to minimize any impact on the Group's operations. Based on its current assessment, it has concluded that no additional impairment provisions are required with respect to the Group's financial and nonfinancial assets as at 30.06.2025.

Next, we present the main risks and uncertainties which the Group is exposed.

Market risk

Market risk arises from the possibility that changes in market prices such as exchange rates and interest rates affect the results of the Group and the Company or the value of financial instruments held. The management of market risk consists in the effort of the Group and the Company to control their exposure to acceptable limits, mainly through monitoring interest rates on borrowings and restricting investments in volatile financial instruments that are sensitive to market risks.

The main risks that comprise market risk are described below:

i) Currency risk

Currency risk is the risk that the fair values or the cash flows of a financial instrument fluctuate due to foreign currency changes. The Group operates in Greece and Cyprus and the vast majority of its income, transactions, supplier agreements and costs are denominated or based in euro. Consequently, there is no substantial foreign exchange currency risk. Additionally, the vast majority of Group's cost base is, either proportional to the Group's revenues (i.e. payout to winners, agents commission, vendors revenue-based fees') or to transactions with domestic companies (i.e. IT, marketing).

ii) Interest rate risk

[Strictly Confidential]

The Group is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising from variable rate financial instruments. Fair value interest rate risk is the risk that the value of a financial asset or liability will fluctuate because of changes in market interest rates.

The existing debt facilities, as of 30.06.2025, stand at € 649,861 and € 644,254 for the Group and the Company, respectively.

Given that most of the Group's loans bear a fixed interest rate or floating interest rate hedged with an interest rate swap, the environment of high interest rates does not affect materially the financial results of the Group. Nevertheless, the Group follows all market developments and acts in a timely manner when needed, to ensure borrowing are weighted based on its risk assessment and market expectations about future interest rates.

GROUP COMPANY
30.06.2025 31.12.2024 30.06.2025 31.12.2024
Fixed rate borrowings 549,582 589,075 549,582 589,075
Floating rate borrowings 100,278 63,032 94,672 54,247
Total 649,861 652,107 644,254 643,322
% Fixed rate borrowings 85% 90% 85% 92%
% Floating rate borrowings 15% 10% 15% 8%

The Group's and the Company's borrowings to interest rate changes is as follows:

Floating-rate borrowings include loan agreements which have been hedged through interest rate swap and represent the 40% (2024: 0%) of total floating-rate borrowings of the Group and the 42% (2024: 0%) of the Company.

The following table demonstrates the sensitivity to a change by 1.0% in interest rates, with all other variables held constant, on floating rate borrowings to the Condensed Income Statement:

Impact on profit after tax GROUP COMPANY
01.01- 01.01- 01.01- 01.01-
30.06.2025 30.06.2024 30.06.2025 30.06.2024
Increase by 1% (236) (160) (78) (2)
Decrease by 1% 236 160 78 2

Capital Management

[Strictly Confidential]

The primary objective of the Group and the Company, relating to capital management is to ensure and maintain strong credit ability and healthy capital ratios to support the business plans and maximize value for the benefit of shareholders. The Group maintains a solid capital structure as depicted in the Net Debt/EBITDA ratio of 0.20x as of 30.06.2025. In addition, it retains an efficient cash conversion cycle thus optimizing the operating cash required in order to secure its daily operations, while diversifying its cash reserves so as to achieve flexible working capital management.

The Group manages the capital structure and makes the necessary adjustments to conform to changes in business and economic environment in which they operate. The Group and the Company in order to optimize the capital structure, may adjust the dividend paid to shareholders, return capital to shareholders or issue new shares.

Credit risk

The Group's exposure to credit risk arises mainly from its operating activities and more specifically, it is linked to the collection process from its sales network. The aforementioned process leaves the Group exposed to the risk of financial loss if one of its counterparties/agents fails to meet its financial obligations. In order to mitigate the aforementioned risk, OPAP established and implements a credit risk management policy. The main characteristics of the policy are:

  • The establishment of a Credit Committee responsible to approve and/or to make recommendations to the BoD for credit risk related matters.
  • The classification of agents based on a credit risk scoring model which is continuously updated.
  • The establishment of credit limits per agent based on their individual credit ratings.
  • The immediate suspension of operation in case of overdue amounts.

The carrying value of financial assets at each reporting date is the maximum credit risk to which the Group is exposed.

Impairment of financial assets

The Group and the Company have the following types of financial assets that are subject to the expected credit loss model:

  • Trade receivables
  • Loans receivable
  • Short-term & long-term investments
  • Guarantee deposits
  • Other financial assets.

While cash and cash equivalents are also subject to the impairment under IFRS 9, the identified impairment loss was not significant due to the fact that the cash and cash equivalents of the Group and the Company are held at reputable European financial institutions.

The Group applies the IFRS 9 simplified approach to measure expected credit losses using a lifetime expected loss allowance for all trade receivables. It is mentioned that the expected credit losses are based on the difference between the cash inflows, which are receivable, and the actual cash inflows that the Group expects to receive. All cash inflows in delay are discounted.

The remaining financial assets are considered to have low credit risk, therefore the Group applies the IFRS 9 general approach and the loss allowance was limited to 12 months expected losses.

Liquidity risk

The liquidity risk consists of the Group's potential inability to meet its financial obligations. The Group manages liquidity risk by performing a detailed forecasting analysis of the inflows and outflows of the Group on a yearly basis.

The aforementioned exercise takes into account:

  • Revenues forecast based on expected payout ratios of the games
  • Tax obligations and other financial commitment towards the government
  • Financial obligations arising from the Group's loan portfolio
  • Operating Expenses
  • Capital Expenditure
  • Extraordinary inflows and outflows

The Group liquidity position is monitored on a daily basis from the Treasury Department and if needed makes recommendations to the CFO and the Board of Directors to assure no cash shortfalls.

34. Reclassifications

In December 2024, the Group finalised the accounting treatment regarding the recognition of the OPAP CYPRUS LTD new Concession Agreement granted on 26.06.2024. In this context, and for better presentation purposes, an amount of €12,099 that had been recorded under "Finance Income" in the comparative period has been reclassified to "Acquisition cost" of the related intangible asset.

35. Subsequent events

Acquisition of the remaining 15.51% stake in STOIXIMAN LTD

On 18.07.2025, the Company announced that it will proceed with the acquisition of the remaining 15.51% stake in STOIXIMAN LTD, through its subsidiary OPAP INVESTMENT LTD, for a consideration of € 201,473, increasing its ownership in STOIXIMAN LTD to 100% (full acquisition). The respective amount was paid on 04.08.2025.

The investment further strengthens the Group's leading position in Greece and Cyprus, while also intensifying its strategic focus on online sports betting and iGaming segments.

Interim dividend for the fiscal year 2025

[Strictly Confidential]

The Company's Board of Directors decided during its meeting on 02.09.2025 to distribute € 0.50 per share (in absolute amount) as interim dividend for the fiscal year 2025.

Loans' proceeds

On 23.07.2025, the Company withdrew an amount of € 70,000 from its revolving credit facility of € 80,000.

Share capital increase of OPAP INVESTMENT LTD

The Company, as the sole shareholder of OPAP INVESTMENT LTD, resolved during its Board of Directors meeting held on 14.07.2025, the increase of the OPAP INVESTMENT share capital by € 215,000 through the issuance of 215,000 new ordinary shares of € 1 nominal price (in absolute amount) at an issue price of € 1,000 (in absolute amount) (i.e. at a € 999 share premium each). Consequently, the Share Capital of OPAP INVESTMENT LTD increased by € 215 and its Share Premium reserve by € 214,785. As of the publication of the six-month financial report, the Company has partially paid the abovementioned share capital increase with € 155,000.

HELLENIC LOTERIES S.A. - International Tender for the State Lotteries

The existing concession agreement for the production, management, operation, promotion and administration of the State Lotteries between HELLENIC LOTTERIES S.A. and the Hellenic Republic Asset Development Fund S.A. expires on 01.05.2026. On 18.06.2025, the Growthfund published in the EU journal an invitation for the Expression of Interest for the concession of the exclusive right to produce, manage, operate, promote and generally administer the State Lotteries (Instant State Lottery, Popular Lottery, National Lottery, State Housing Lottery, Special Social National Lottery/New Year's Eve Lottery and European Lottery), through an international tender. The duration of the new concession of State Lotteries will be for a period of at least ten (10) years. The tender will be conducted in two phases ("Phase A" and "Phase B"). In Phase A, interested parties were invited to submit an expression of interest along with the relevant documentation proving the fulfilment of the personal, financial and technical criteria as provided for in the invitation of Expression of Interest. The deadline for the submission of the Expression of Interest was until 23.07.2025. The Company participated in the Phase A of the tender and submitted an expression of interest through OPAP INVESTMENT LTD, which is wholly owned by the Company. Apart from the Company, BRIGHTSTAR GLOBAL SOLUTIONS CORPORATION submitted an expression of interest in the international tender. The Growthfund evaluated the submitted Expressions of Interest and OPAP INVESTMENT LTD was selected to participate in Phase B of the international tender as a Preselected Interested Party.

Chairman and Chief Board Member Board Member and Operational Finance
Executive Officer Chief Financial Officer Director
Jan Karas Kamil Ziegler Pavel Mucha Petros Xarchakos

Talk to a Data Expert

Have a question? We'll get back to you promptly.