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Opap S.A.
Quarterly Report • Nov 25, 2025
2696_10-k_2025-11-25_c53552db-40f5-45fb-a9ed-ef103ebf4132.pdf
Quarterly Report
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3rd Quarter
Interim Management Statement 2025
TABLE OF CONTENTS
| A. Financial progress and performance in the reporting period 2 |
|---|
| B. Main developments during the first nine months of 2025 and their effect on the interim management statement 4 |
| C. Alternative Performance Indicators (API) 8 |
| D. Interim Management Statement 10 |
| 1. Condensed Statement of Financial Position 11 |
| 2. Condensed Income Statement 12 |
| 3. Condensed Statement of Comprehensive Income 13 |
| 4. Condensed Statement of Changes in Equity 14 |
| 4.1. Condensed Consolidated Statement of Changes in Equity 14 |
| 4.2. Condensed Separate Statement of Changes in Equity 15 |
| 5. Condensed Cash Flow Statement 16 |
| E. Notes on the interim management statement 17 |
| 1. Borrowings 17 |
| 2. Revenue from non-gaming activities 18 |
| 3. Payroll expenses 19 |
| 4. Marketing expenses 19 |
| 5. Other operating expenses 19 |
| 6. Subsequent events 20 |
A. Financial progress and performance in the reporting period
Financial Performance
The Group's key financial figures are presented below:
| (Amounts in thousands of euro) | 01.01- 30.09.2025 |
01.01- 30.09.2024 |
Δ % |
|---|---|---|---|
| Revenue (GGR) | 1,755,893 | 1,648,347 | 6.5% |
| GGR contribution and other levies and duties | (558,045) | (521,376) | (7.0%) |
| Net gaming revenue (NGR) | 1,197,847 | 1,126,971 | 6.3% |
| Profit before interest, tax, depreciation and amortisation (EBITDA) |
612,604 | 586,870 | 4.4% |
| Profit before income tax | 497,981 | 471,084 | 5.7% |
| Profit for the period | 368,453 | 348,175 | 5.8% |
| Net increase/(decrease) in cash and cash equivalents | |||
| Net cash inflow from operating activities | 521,375 | 493,775 | 5.6% |
| Net cash outflow from investing activities | (22,719) | (10,688) | (112.6%) |
| Net cash outflow from financing activities | (217,724) | (445,117) | 51.1% |
The Company's key financial figures are presented below:
| (Amounts in thousands of euro) | 01.01- 30.09.2025 |
01.01- 30.09.2024 |
Δ % |
|---|---|---|---|
| Revenue (GGR) | 1,126,773 | 1,069,430 | 5.4% |
| GGR contribution and other levies and duties | (345,241) | (327,697) | (5.4%) |
| Net gaming revenue (NGR) | 781,532 | 741,733 | 5.4% |
| Profit before interest, tax, depreciation and amortisation (EBITDA) |
477,858 | 461,132 | 3.6% |
| Profit before income tax | 424,142 | 429,784 | (1.3%) |
| Profit for the period | 338,331 | 347,356 | (2.6%) |
| Net increase/(decrease) in cash and cash equivalents | |||
| Net cash inflow from operating activities | 407,359 | 411,056 | (0.9%) |
| Net cash inflow/(outflow) from investing activities | (162,398) | 46,025 | (452.8%) |
| Net cash outflow from financing activities | (6,264) | (442,928) | 98.6% |
During the nine-month period of 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 10.8% increase in GGR, as well as the solid growth in the retail sector, which recorded a 4.8% increase in GGR.
Specifically, GGR from betting activities grew by 4.1%, GGR from lottery games increased by 6.0%, GGR from VLTs rose by 4.9%, and GGR from casino operations grew by 17.2% compared to nine-month period of 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, directly reflects 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 € 4,696 th. at the Company and € 3,246 th. at STOIXIMAN LTD. Furthermore, at Company level, the variation is also attributed to the payment of € 190,000 th., representing part of the share capital increase of OPAP INVESTMENT LTD of a total of € 215,000 th.;
- 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 € 104,231 th. during the nine-month period of 2024 (nil during the current period), as well as the current increase in net proceeds from loans by € 300,953 th. for the Group and € 310,001 th. for the Company. In addition, the Group's financing activities include a cash outflow of € 201,473 th. relating to the acquisition of the remaining 15.51% minority stake in STOIXIMAN LTD.
B. Main developments during the first nine months of 2025 and their effect on the interim management statement
Financing
Loans' proceeds and interest rate swap agreements
- On 06.03.2025, the Company entered into a new loan agreement to refinance the remaining scheduled repayments of the existing 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.
- On 23.07.2025, the Company withdrew an amount of € 70,000 th. from its revolving credit facility of € 80,000 th..
- On 08.09.2025, the Company entered into a new syndicated common bond loan agreement following its Board of Directors resolution dated 28.08.2025. The new loan has nominal amount of € 220,000 th., drawdown date 22.09.2025 and maturity date 22.09.2032.
Loans' repayments/receipts
- 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, with maturity date 12.05.2032.
- The Company's Board of Directors dated 26.09.2025 decided to exercise the call option for early repayment of the total bonds of € 200,000 th. issued under the Common Bond Loan ("CBL") dated 27.10.2020. The early repayment right was exercised on 27.10.2025, by paying the bondholders the amounts provided under term 4.3 of the Program, namely 100.5% of the nominal value of the CBL plus accrued interest and other expenses and taxes.
Distribution to the shareholders
Dividend 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 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.
Interim dividend for the fiscal year 2025
The Company's Board of Directors decided during its meeting on 02.09.2025 to distribute a gross amount of € 179,302 th. or € 0.50 per share as interim dividend for the fiscal year 2025. As of 30.09.2025, the respective liability has been recognised in the Statement of Financial Position, and the amount was distributed on 10.11.2025.
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 of € 40,000 th. 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 was distributed on 11.09.2025.
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 was paid on 10.11.2025.
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 nine-month interim management statement, the Company has partially paid the abovementioned share capital increase with € 190,000 th..
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.. The respective purchase is a transaction with non-controlling interests without loss of control, under IFRS 10. Accordingly, no goodwill or profit or loss is recognized. The carrying amount of the non-controlling interest (the "NCI") (approximately €27,432 th.) is derecognized, and the difference between the cash consideration €201,473 th. and the NCI carrying amount (€174,041 th.) is recognized directly in equity attributable to the owners of the Company. For the presentation of these amounts, please refer to both the Condensed Consolidated Statement of Changes in Equity and the Condensed Cash Flow Statement.
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.
HELLENIC LOTERIES S.A. - International Tender for the State Lotteries
The abovementioned consideration was paid on 04.08.2025.
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. On 07.11.2025, OPAP INVESTMENT LTD submitted to the Growthfund its Binding Offer (including the Financial Offer and the Participation Letter of Guarantee of EUR 5,000 th. issued by OPAP S.A. in favor of OPAP INVESTMENT LTD). On 19.11.2025 the Board of Directors of Growthfund declared the OPAP INVESTMENT LTD as the Preferred Interested Party and following the unsealing of the Financial Offer invited OPAP INVESTMENT LTD to submit an Improved Financial Offer. OPAP INVESTMENT LTD submitted the Improved Financial Offer on 21.11.2025.
C. 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- 30.09.2025 |
01.01- 30.09.2024 |
Δ % |
|---|---|---|---|
| Profit before interest, tax, depreciation and amortisation (EBITDA) / Revenue (GGR) |
34.9% | 35.6% | (2.0%) |
| Profit attributable to owners of the Company / Revenue (GGR) |
20.6% | 20.6% | (0.2%) |
| Profit before interest, tax, depreciation and amortisation (EBITDA) / Net gaming revenue (NGR) |
51.1% | 52.1% | (1.8%) |
| Profit attributable to owners of the Company / Net gaming revenue (NGR) |
30.2% | 30.2% | 0.0% |
| Net debt | 195,782 | 145,802 | (34.3%) |
| Total debt / Total equity | 320.2% | 136.8% | (134.1%) |
| Net debt / Profit before interest, tax, depreciation and amortisation (EBITDA) last twelve months |
0.23 | 0.18 | (24.8%) |
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
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.
D. Interim Management Statement
The attached Interim Management Statement as at 30.09.2025 of the Group and the Company was approved by the Board of Directors of OPAP S.A. on 24.11.2025, is posted at the Company's website www.opap.gr as well as at the Athens Stock Exchange website and will remain at the disposal of investors at least five years from the date of its announcement.
It is mentioned that the published attached condensed financial information arises from the Interim Management Statement aims to provide the reader with a general information about the financial status of the Group and the Company, however it does not present a comprehensive view of the financial position, the financial performance and cash flows of the Group and the Company in accordance with the International Financial Reporting Standards ("IFRS").
The accounting policies applied are consistent with those in the 2024 Annual Financial Report, except as noted.
All amounts presented in the Interim Management Statement are in thousands of euro unless otherwise stated.
Any differences between the amounts included in the Interim Management Statement and the respective amounts included in the notes are attributed to roundings.
1. Condensed Statement of Financial Position
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2025 | 31.12.2024 | 30.09.2025 | 31.12.2024 | |
| ASSETS | |||||
| Non - current assets | |||||
| Intangible assets | 824,893 | 892,847 | 551,209 | 605,288 | |
| Property, plant and equipment | 33,330 | 36,233 | 29,767 | 34,759 | |
| Right-of-use assets | 27,882 | 28,204 | 19,502 | 20,187 | |
| Investment properties | 2,180 | 2,184 | 2,180 | 2,184 | |
| Goodwill | 340,384 | 340,384 | - | - | |
| Investments in subsidiaries | - | - | 661,412 | 446,412 | |
| Trade receivables | 601 | 1,446 | 601 | 1,446 | |
| Other non - current assets | 44,943 | 42,375 | 44,423 | 42,318 | |
| Deferred tax assets | 10,945 | 13,782 | - | - | |
| Long – term investments | - | 2,457 | - | - | |
| Total non - current assets | 1,285,158 | 1,359,912 | 1,309,095 | 1,152,593 | |
| Current assets | |||||
| Inventories | 3,910 | 5,665 | 2,195 | 2,773 | |
| Trade receivables | 63,954 | 86,715 | 19,636 | 31,325 | |
| Current income tax assets | 142 | 12,674 | - | - | |
| Other current assets | 37,765 | 40,352 | 37,618 | 31,482 | |
| Short – term investments | 6,593 | 4,768 | - | - | |
| Cash and cash equivalents | 771,032 | 490,099 | 378,192 | 139,494 | |
| Total current assets | 883,395 | 640,274 | 437,641 | 205,074 | |
| Total Assets | 2,168,553 | 2,000,187 | 1,746,736 | 1,357,667 | |
| EQUITY & LIABILITIES | |||||
| Equity | |||||
| Share capital | 111,019 | 111,019 | 111,019 | 111,019 | |
| Share premium | 12,966 | 12,966 | 12,966 | 12,966 | |
| Reserves | 37,211 | 37,006 | 37,211 | 37,006 | |
| Treasury shares | (159,842) | (159,842) | (159,842) | (159,842) | |
| Retained earnings | 299,292 | 578,263 | 272,696 | 400,549 | |
| Equity attributable to owners of the | 300,647 | 579,413 | 274,051 | 401,699 | |
| Company | |||||
| Non-controlling interests | 3,326 | 29,968 | - | - | |
| Total equity | 303,974 | 609,381 | 274,051 | 401,699 | |
| Non-current liabilities | |||||
| Borrowings | 1 | 348,425 | 607,611 | 308,425 | 567,611 |
| Lease liabilities | 20,099 | 21,066 | 13,375 | 14,767 | |
| Deferred tax liability | 113,687 | 118,676 | 42,340 | 44,232 | |
| Employee benefit plans | 4,075 | 6,349 | 3,854 | 6,179 | |
| Other non-current liabilities | 82,766 | 65,493 | 31,380 | 10,851 | |
| Total non-current liabilities | 569,051 | 819,195 | 399,374 | 643,640 | |
| Current liabilities | |||||
| Borrowings | 1 | 596,390 | 44,497 | 628,529 | 75,711 |
| Lease liabilities | 8,492 | 8,241 | 6,687 | 6,397 | |
| Trade payables | 188,569 | 207,514 | 83,932 | 94,561 | |
| Employee benefit plans | 4,234 | - | 4,234 | - | |
| Provisions | 3,382 | 3,614 | 3,334 | 3,567 | |
| Current income tax liabilities | 141,217 | 127,198 | 72,538 | 57,462 | |
| Other current liabilities | 353,244 | 180,547 | 274,058 | 74,629 | |
| Total current liabilities | 1,295,528 | 571,611 | 1,073,311 | 312,328 | |
| Total liabilities | 1,864,580 | 1,390,806 | 1,472,685 | 955,967 | |
| Total Equity & Liabilities | 2,168,553 | 2,000,187 | 1,746,736 | 1,357,667 |
The attached notes on pages 17 to 21 form an integral part of the Interim Management Statement.
2. Condensed Income Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 01.01- 30.09.2025 |
01.01- 30.09.2024 |
01.01- 30.09.2025 |
01.01- 30.09.2024 |
|
| Revenue (GGR) | 1,755,893 | 1,648,347 | 1,126,773 | 1,069,430 | |
| GGR contribution and other levies and duties |
(558,045) | (521,376) | (345,241) | (327,697) | |
| Net gaming revenue (NGR) | 1,197,847 | 1,126,971 | 781,532 | 741,733 | |
| Agents' commissions | (315,759) | (303,052) | (267,077) | (257,417) | |
| Other direct costs | (141,645) | (131,411) | (66,196) | (61,114) | |
| Revenue from non-gaming activities | 2 | 74,941 | 78,368 | 34,471 | 36,839 |
| Income related to the extension of the concession of the exclusive right 2020- 2030 |
176,169 | 174,789 | 176,169 | 174,789 | |
| Cost of sales related to non-gaming activities |
(39,185) | (44,239) | (40) | (36) | |
| Payroll expenses | 3 | (84,795) | (75,657) | (59,497) | (56,041) |
| Marketing expenses | 4 | (110,094) | (106,364) | (44,654) | (43,707) |
| Other operating expenses | 5 | (144,887) | (132,366) | (76,938) | (73,847) |
| Net impairment losses on financial assets | 10 | (167) | 88 | (67) | |
| Profit before interest, tax, depreciation and amortisation (EBITDA) |
612,604 | 586,870 | 477,858 | 461,132 | |
| Depreciation and amortisation | (103,675) | (101,165) | (85,012) | (81,681) | |
| Impairment of intangible assets and goodwill |
- | (7,400) | - | - | |
| Results from operating activities | 508,928 | 478,305 | 392,846 | 379,451 | |
| Finance income | 10,772 | 13,104 | 6,339 | 6,980 | |
| Finance costs | (21,719) | (20,325) | (20,042) | (16,646) | |
| Dividend income | - | - | 45,000 | 60,000 | |
| Profit before income tax | 497,981 | 471,084 | 424,142 | 429,784 | |
| Income tax expense | (129,528) | (122,910) | (85,811) | (82,428) | |
| Profit for the period | 368,453 | 348,175 | 338,331 | 347,356 | |
| Profit is attributable to: | |||||
| Owners of the Company | 361,255 | 339,944 | 338,331 | 347,356 | |
| Non-controlling interests | 7,198 | 8,230 | - | - | |
| Profit after tax | 368,453 | 348,175 | 338,331 | 347,356 | |
| Basic and diluted earnings per share in € | 1.0074 | 0.9370 | 0.9435 | 0.9574 |
3. Condensed Statement of Comprehensive Income
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| Notes | 01.01- 30.09.2025 |
01.01- 30.09.2024 |
01.01- 30.09.2025 |
01.01- 30.09.2024 |
|||
| Profit for the period | 368,453 | 348,175 | 338,331 | 347,356 | |||
| Other comprehensive income - items that are or may be reclassified subsequently to the Income Statement | |||||||
| Profit from valuation of hedging derivatives |
263 | - | 263 | - | |||
| Related tax | (58) | - | (58) | - | |||
| Total items that may be reclassified to the Income Statement |
205 | - | 205 | - | |||
| Other comprehensive income for the period, net of tax |
205 | - | 205 | - | |||
| Total comprehensive income for the period |
368,658 | 348,175 | 338,536 | 347,356 | |||
| Total comprehensive income is attributable to: |
|||||||
| Owners of the Company | 361,460 | 339,944 | 338,536 | 347,356 | |||
| Non-controlling interests | 7,198 | 8,230 | - | - | |||
| Total comprehensive income, net of tax | 368,658 | 348,175 | 338,536 | 347,356 |
4. Condensed Statement of Changes in Equity
4.1. Condensed Consolidated Statement of Changes in Equity
| Attributable to owners of the Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| 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 01.01-30.09.2024 | = | Ξ | _ | _ | 339,944 | 339,944 | 8,230 | 348,175 |
| Total comprehensive income for the period | - | - | - | - | 339,944 | 339,944 | 8,230 | 348,175 |
| 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 | - | - | - | (104,231) | - | (104,231) | - | (104,231) |
| Capitalization of share premium | 92,516 | (92,516) | - | - | - | - | - | - |
| Share capital return to the shareholders | (92,516) | - | - | 2,186 | - | (90,330) | - | (90,330) |
| Dividends provided for or paid | Ξ | Ξ. | Ξ | = | (438,296) | (438,296) | (10,079) | (448,375) |
| Total transactions with owners of the Company | - | (92,516) | - | (102,045) | (438,574) | (633,135) | (6,119) | (639,254) |
| Balance at 30 September 2024 | 111,019 | 12,966 | 37,006 | (145,190) | 431,659 | 447,460 | 36,223 | 483,684 |
| 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 01.01-30.09.2025 | - | - | - | - | 361,255 | 361,255 | 7,198 | 368,453 |
| Other comprehensive income for the period | Ξ. | 205 | Ξ | Ξ | 205 | = | 205 | |
| Total comprehensive income for the period | - | - | 205 | - | 361,255 | 361,460 | 7,198 | 368,658 |
| Transactions with owners of the Company | ||||||||
| Share capital increase | - | - | - | - | - | - | 1,733 | 1,733 |
| Other movements following the STOIXIMAN LTD merger | - | - | - | - | (174,041) | (174,041) | (27,432) | (201,473) |
| Dividends provided for or paid | = | = | _ | _ | (466,185) | (466,185) | (8,140) | (474,325) |
| Total transactions with owners of the Company | - | - | - | - | (640,226) | (640,226) | (33,840) | (674,066) |
| Balance at 30 September 2025 | 111,019 | 12,966 | 37,211 | (159,842) | 299,292 | 300,647 | 3,326 | 303,974 |
The attached notes on pages 17 to 21 form an integral part of the Interim Management Statement.
4.2. Condensed Separate Statement of Changes in Equity
| 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 01.01-30.09.2024 | - | - | - | - | 347,356 | 347,356 |
| Total comprehensive income for the period | - | - | - | - | 347,356 | 347,356 |
| Share capital increase/decrease expenses | - | - | - | - | (278) | (278) |
| Acquisition of treasury shares | - | - | - | (104,231) | - | (104,231) |
| Capitalization of share premium | 92,516 | (92,516) | - | - | - | - |
| Share capital return to the shareholders | (92,516) | - | - | 2,186 | - | (90,330) |
| Dividends provided for or paid | - | - | - | - | (438,296) | (438,296) |
| Balance at 30 September 2024 | 111,019 | 12,966 | 37,006 | (145,190) | 243,852 | 259,653 |
| Balance at 1 January 2025 | 111,019 | 12,966 | 37,006 | (159,842) | 400,549 | 401,699 |
| Profit for the period 01.01-30.09.2025 | - | - | - | - | 338,331 | 338,331 |
| Other comprehensive income for the period | - | - | 205 | - | - | 205 |
| Total comprehensive income for the period | - | - | 205 | - | 338,331 | 338,536 |
| Dividends provided for or paid | - | - | - | - | (466,185) | (466,185) |
| Balance at 30 September 2025 | 111,019 | 12,966 | 37,211 | (159,842) | 272,696 | 274,051 |
5. Condensed Cash Flow Statement
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01.01- | 01.01- | 01.01- | 01.01- | ||
| Notes | 30.09.2025 | 30.09.2024 | 30.09.2025 | 30.09.2024 | |
| OPERATING ACTIVITIES | |||||
| Profit before income tax | 497,981 | 471,084 | 424,142 | 429,784 | |
| Adjustments for: | |||||
| Depreciation & amortisation | 103,675 | 101,165 | 85,012 | 81,681 | |
| Net finance costs | 10,947 | 7,220 | 13,704 | 9,666 | |
| Employee benefit plans | 1,923 | 1,915 | 1,876 | 1,923 | |
| Loss allowance for trade receivables | (10) | 134 | (88) | 54 | |
| Write-off of trade receivables | - | 13 | - | 13 | |
| Other provisions | (257) | (953) | (257) | (954) | |
| Impairment losses on intangible assets and goodwill | - | 7,400 | - | - | |
| Dividend income | - | - | (45,000) | (60,000) | |
| Profit from sale of intangible assets, PPE and investment property |
(22) | (3) | (5) | 65 | |
| Rent concessions | (23) | (23) | (2) | ||
| Total | 614,213 | 587,977 | 479,362 | 462,231 | |
| Changes in Working capital | |||||
| (Increase) / Decrease in inventories | 1,755 | (2,826) | 577 | (1,045) | |
| Decrease in receivables | 21,963 | 68,997 | 5,338 | 39,570 | |
| Increase / (Decrease) in payables (except banks) | 3,624 | (24,692) | 8,610 | (1,550) | |
| Total | 641,555 | 629,456 | 493,887 | 499,207 | |
| Interest paid | (14,594) | (27,222) | (13,832) | (12,129) | |
| Income taxes paid | (105,586) | (108,458) | (72,697) | (76,021) | |
| Net cash inflow from operating activities | 521,375 | 493,775 | 407,359 | 411,056 | |
| INVESTING ACTIVITIES | |||||
| Proceeds from sale of intangible assets, PPE and | 33 | 93 | 5 | 4 | |
| investment property | |||||
| Repayment of loans by related & other third parties | 899 | 1,095 | 899 | 1,095 | |
| Repayment of loans by subsidiaries | - | - | 210 | 5,210 | |
| Proceeds from sale of subsidiary/associate | - | 6,537 | - | - | |
| Share capital increase of subsidiaries | - | - | (190,000) | - | |
| Loans granted to related & other third parties | (534) | (1,006) | (534) | (1,006) | |
| Loans granted to subsidiaries | - | - | - | (9,000) | |
| Purchase of intangible assets | (22,777) | (17,462) | (15,417) | (11,434) | |
| Purchase of property, plant and equipment | (7,917) | (5,104) | (5,283) | (4,570) | |
| Dividends received | - | - | 45,000 | 63,000 | |
| Interest received | 6,945 | 8,271 | 2,722 | 2,726 | |
| Net change in long term & short-term investments | 632 | (3,113) | - | - | |
| Net cash outflow from investing activities | (22,719) | (10,688) | (162,398) | 46,025 | |
| FINANCING ACTIVITIES | |||||
| Proceeds from borrowings from third parties | 1 | 330,000 | 20,000 | 330,000 | 20,000 |
| Repayment of borrowings to third parties | 1 | (40,121) | (31,074) | (40,000) | (30,001) |
| Repayment of borrowings to subsidiaries | - | - | - | (10,000) | |
| Transaction costs related to borrowings | (2,760) | - | (2,760) | - | |
| Share capital increase expenses | - | (278) | - | (278) | |
| Payment of lease liabilities | (7,843) | (6,413) | (6,117) | (5,376) | |
| Share capital return to the shareholders (excl. Treasury shares) |
(85) | (90,464) | (85) | (90,464) | |
| Dividends paid to Company's shareholders | (287,301) | (222,577) | (287,301) | (222,577) | |
| Dividends paid to non-controlling interests in subsidiaries |
(8,140) | (10,079) | - | - | |
| Payment for acquisition of the STOIXIMAN LTD 15.51% | (201,473) | - | - | - | |
| Acquisition of treasury shares | - | (104,231) | - | (104,231) | |
| Net cash outflow from financing activities | (217,724) | (445,117) | (6,264) | (442,928) | |
| Net increase in cash and cash equivalents | 280,932 | 37,969 | 238,697 | 14,154 | |
| Cash and cash equivalents at the beginning of the | |||||
| period | 490,099 | 487,334 | 139,494 | 149,953 | |
| Cash and cash equivalents at the end of the period | 771,032 | 525,303 | 378,192 | 164,107 | |
The attached notes on pages 17 to 21 form an integral part of the Interim Management Statement.
E. Notes on the interim management statement
1. Borrowings
The Group's borrowing movement is as follows:
| 31.12.2024 | 30.09.20 | )25 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| GROUP | Year of maturity |
Book value |
New Loans |
Repayments | Interest paid |
Accrued interest expense and other expenses |
Unwinding of issuance expenses |
Outstanding nominal value |
Book value |
| Loan, amount € 916 | 2025 | 117 | - | (69) | (2) | 1 | - | 46 | 46 |
| Corporate Bond Loan € 200,000 |
2025 | 199,130 | - | - | (735) | 2,808 | 1,605 | 200,000 | 202,808 |
| Bond Loan € 300,000 | 2027 | 140,250 | - | (40,000) | (448) | 326 | 137 | 100,000 | 100,266 |
| Bond Loan € 50,000 | 2026 | 40,319 | - | - | (319) | 245 | - | 40,000 | 40,245 |
| Bond Loan € 200,000 | 2026 | 20,012 | 70,000 | - | (12) | 17 | - | 90,000 | 90,017 |
| Bond Loan, € 250,000 | 2026 | 249,694 | - | - | (313) | 313 | 382 | 250,000 | 250,076 |
| Bond Loan, € 240,000 | 2032 | - | 40,000 | - | - | 196 | (228) | 40,000 | 39,968 |
| Syndicated Bond Loan, € 220,000 |
2032 | - | 220,000 | - | - | 171 | (1,316) | 220,000 | 218,855 |
| Overdraft € 8,000 | 2,585 | = | (52) | = | 1 | = | 2,533 | 2,533 | |
| Total | 652,107 | 330,000 | (40,121) | (1,828) | 4,078 | 578 | 942,579 | 944,815 |
The weighted average interest rate of the Group and the Company for the nine months of 2025 stands at 2.72% and 2.66% respectively (31.12.2024: 2.78% and 2.58% for the Group and for the Company respectively).
The "Accrued interest expense and other expenses" include, among others, the premium cost of € 1,000 which refers to the exercise of the call option for early repayment of the Corporate Bond Loan of € 200,000 at 100.5% of its nominal value, resolved on 26.09.2025.
The Group uses interest-rate swaps to hedge cash-flow interest-rate risk arising from selected floating-rate borrowings. These hedges are designated as cash-flow hedges under IFRS 9. For the nine-month period ended 30.09.2025, the effective portion of the fair-value changes recognized in the Condensed Statement of Comprehensive Income totaled income € 205, net of tax. Amounts will be reclassified to finance costs in the periods when the hedged interest payments occur.
All loan agreements of the Group and the Company are unsecured.
2. Revenue from non-gaming activities
The analysis of the "Revenue from non-gaming activities" is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Period that ended on September 30, | 2025 | 2024 | 2025 | 2024 |
| Revenues from prepaid cards, mobile top-ups, and bill payments' services |
48,663 | 51,972 | - | - |
| Revenue from IT services | 14,643 | 13,420 | - | - |
| Management fees | - | - | 23,428 | 24,734 |
| Income from leases | 3,842 | 3,750 | 3,890 | 3,743 |
| Income from services provided to land-based sales' network |
5,022 | 5,088 | 5,022 | 5,088 |
| Other income | 2,771 | 4,137 | 2,132 | 3,273 |
| Total | 74,941 | 78,368 | 34,471 | 36,839 |
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 € 36,711 (2024: € 40,808) related to revenues where the aforementioned subsidiaries act as principals,
- an amount of € 3,464 (2024: € 3,744) related to commissions where the subsidiaries act as agents and finally,
- an amount of € 8,489 (2024: € 7,420) 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.
Finally, the current period's "Other income" of the Group includes, among others, an amount of € 840 (2024: € 696) relating to income from sales of PLAY Gaming Halls and Opap Stores construction, and an amount of € 322 (2024: € 1,649) which represents one-off income and income from reversal of accruals.
3. Payroll expenses
The analysis of the "Payroll expenses" is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Period that ended on September 30, | 2025 | 2024 | 2025 | 2024 |
| Wages and salaries | 64,653 | 56,599 | 45,116 | 42,343 |
| Social security costs | 11,241 | 10,510 | 7,799 | 7,679 |
| Other staff costs | 5,757 | 4,835 | 3,595 | 3,481 |
| Employee benefit plans | 2,040 | 1,977 | 1,993 | 1,946 |
| Termination compensations | 1,104 | 1,735 | 994 | 592 |
| Total | 84,795 | 75,657 | 59,497 | 56,041 |
As at 30.09.2025 and 30.09.2024, the number of employees of the Company is 1,308 and 1,297 respectively, while the Group's at the same dates is 2,041 and 1,913 respectively.
4. Marketing expenses
The analysis of the "Marketing expenses" is as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Period that ended on September 30, | 2025 | 2024 | 2025 | 2024 | |
| CSR | 2,178 | 967 | 1,327 | 402 | |
| Sponsorships | 38,937 | 35,110 | 10,071 | 8,433 | |
| Advertising | 68,979 | 70,288 | 33,256 | 34,872 | |
| Total | 110,094 | 106,364 | 44,654 | 43,707 |
5. Other operating expenses
The analysis of the "Other operating expenses" is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Period that ended on September 30, | 2025 | 2024 | 2025 | 2024 |
| IT related costs | 37,996 | 31,604 | 28,130 | 28,488 |
| Utilities & Telecommunication costs | 9,160 | 9,122 | 8,742 | 8,471 |
| Professional fees | 61,796 | 56,812 | 17,440 | 16,635 |
| Subscriptions | 3,372 | 2,880 | 2,453 | 2,152 |
| Bank commissions | 439 | 1,114 | 1,114 | - |
| Insurance expenses | 1,322 | 1,420 | 1,091 | 1,146 |
| Consumables | 2,163 | 1,883 | 1,643 | 1,363 |
| Travelling expenses | 2,684 | 2,577 | 2,142 | 2,011 |
| Repair and maintenance | 927 | 1,035 | 859 | 735 |
| Other | 20,685 | 18,781 | 9,215 | 7,942 |
| Inventory consumption | 4,343 | 5,138 | 4,109 | 4,904 |
| Total | 144,887 | 132,366 | 76,938 | 73,847 |
The Group "IT related cost" in 2025 includes, among others, fees for technological support of information systems (other than gaming platforms) of € 2,335 (2024: € 2,170), repair and maintenance of software and hardware of € 13,196 (2024: € 10,947) and use of software licences of € 20,869 (2024: € 17,014) of which the amount of € 16,503 (2024: € 11,682) comes from STOIXIMAN LTD.
The "Rentals" classified under the other operating expenses refer to short term and variable leases which are excluded from the IFRS 16 accounting treatment.
The Group subcategory "Other" includes a wide range of expenses such as, legal fees of € 1,970 (2024: € 1,706), Cypriot agents VAT of € 4,114 (2024: € 3,674), taxes (other than Income tax) of € 1,554 (2024: € 1,702), market research expenses of € 1,186 (2024: € 881), transportation cost of € 1,592 (2024: € 1,712), extraordinary and prior year expenses of € 3,552 (2024: € 3,519), etc..
6. Subsequent events
Business Combination of the Company and Allwyn International AG
On 12.10.2025, the Company's Board of Directors resolved to enter into a Τransaction Implementation Agreement for its business combination with Allwyn International AG ("Allwyn"). The agreement was executed in accordance with applicable related-party Τransaction requirements, following the statutory 10-day review period.
The Τransaction structure comprises the following steps:
- 1. Hive Down & Subsidiary Contribution: The Company will spin off its gaming operations into a newly incorporated wholly owned Greek société anonyme and contribute all its subsidiaries into a second wholly owned Greek société anonyme.
- 2. Cross-Border Conversion: The Company will transfer its registered seat from Greece to Luxembourg while maintaining its listing on the Athens Stock Exchange. The converted Luxembourg entity to be named "Allwyn", will establish a Greek branch, which will subsequently be converted into a Greek société anonyme. The converted Luxembourg entity will be governed by an eight-member Board chaired by Karel Komarek, with 50% independent non-executive directors, while all operations in Greece and Cyprus will remain under the management of The Company's current leadership team, led by Jan Karas (CEO) and Pavel Mucha (CFO).
- 3. Allwyn Contribution: Allwyn will contribute its assets and liabilities (excluding its existing shareholding in The Company) to the Luxembourg entity, thereby forming the envisaged combined entity. In consideration, Allwyn will receive: (i) 437,688,420 common shares (€0.30 nominal value in absolute amount), and (ii) 536,249,223 preferred shares (€0.30 nominal value in absolute amount), which will carry fixed dividends, liquidation preferences, and sunset provisions. Upon completion of this step, Allwyn is expected to hold an economic interest of approximately 78.5% in the combined entity, while KKCG, Allwyn's controlling shareholder, is expected to hold approximately 85% of the total voting rights.
4. Final Redomiciliation: The combined entity will transfer its statutory seat from Luxembourg to Switzerland, while maintaining its Athens Stock Exchange listing.
On 30.10.2025, the Company's Board of Directors approved the Hive Down, the cross-border conversion to Luxembourg, and the related documentation. The Τransaction is expected to be completed in H1 2026, subject to the following approvals and conditions:
- Regulatory Approvals, including from the Hellenic Gaming Commission and the Cypriot National Betting Authority.
- Shareholder Approval: The General Meeting is expected to take place in Q4 2025 / Q1 2026.
- Exit Condition: Shareholders voting against the Luxembourg re-domiciliation may exercise an exit right to sell their shares at €19.04 per share (in absolute amount), calculated as the three-month VWAP less the interim dividend (€0.50) (in absolute amount). Completion is conditional upon dissenting shareholders exercising the exit right representing no more than 5% of the Company's paid-up share capital.
Loans' proceeds
On 17.10.2025, the Company entered into a new loan agreement following its Board of Directors resolution dated 14.10.2025. The new loan has nominal amount of € 200,000 and it has maturity date 20.10.2032.
Acquisition from OPAP INVESTMENT LTD of the minority stake in the subsidiary company HELLENIC LOTTERIES S.A. from the minority shareholder Scientific Games Global Gaming S.a.r.l.
On 07.11.2025, the OPAP INVESTMENT LTD Board of Directors resolved to acquire the minority stake in its subsidiary HELLENIC LOTTERIES S.A. held by the shareholder Scientific Games Global Gaming S.a.r.l.. The purchase price payable in cash by OPAP INVESTMENT LTD to Scientific Games Global Gaming S.a.r.l. on the closing of the transaction (i.e. the actual transfer of the shares) shall be equal to the aggregate amount of the nominal value of the Scientific Games Global Gaming S.a.r.l. shares, i.e. € 49.5 in total. Following the completion of the transaction OPAP INVESTMENT LTD will own 100% of HELLENIC LOTTERIES S.A..