AI assistant
Lottomatica Group — Interim / Quarterly Report 2026
May 7, 2026
9957_rns_2026-05-07_df5f9e8b-1c28-4094-9cc3-fd7e7bc05b58.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
INFO BUSINESS S.p.A.
LOTTOMATICA
Interim Management report as of and for the three months ended 31 March 2026
LOTTOMATICA GROUP S.p.A.
Via degli Aldobrandeschi 300
00163 ROME (RM)
Share capital Euro 10,000,000.00
(fully paid up)
Tax Code 11008400969
Rome Business Register No. RM – 1694552
www.lottomaticagroup.com
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Contents
Corporate bodies and external auditor ... 3
Interim management report ... 4
Corporate information ... 4
Condensed consolidated interim financial statements as of and for the three months ended 31 March 2026 ... 28
Consolidated statement of comprehensive income ... 29
Consolidated statement of financial position ... 30
Consolidated statement of cash flows ... 31
Consolidated statement of changes in equity ... 32
Explanatory notes to the condensed consolidated interim financial statements as of and for the three months ended 31 March 2026 ... 33
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Corporate bodies and external auditor
| Board of Directors | |
|---|---|
| Guglielmo Angelozzi | Chairman and Chief Executive Officer |
| Laurence Van Lancker | Chief Financial Officer and Deputy Chief Executive Officer |
| Nadine Farida Faruque | Independent Director^{1} and Lead Independent Director^{(a) (b)} |
| Alessandro Fiumara | Director |
| John Paul Maurice Bowtell | Independent Director^{1 (e)} |
| Catherine Renee Anne Guillouard | Independent Director^{1 (a) (d) (e)} |
| Augusta Iannini | Independent Director^{1 (b) (c)} |
| Francesco Giammaria | Independent Director^{1 (d) (c) (e)} |
| Marzia Mastrogiacomo | Independent Director^{1 (b) (d)} |
| Tiziana Togna | Independent Director^{1 (a) (c)} |
| Fabrizio Virtuani | Independent Director^{1 (a) (e)} |
Board of Directors appointed by the Shareholders' Meeting on 20 April 2026, effective from the same date and until the approval of the financial statements as of 31 December 2028. It should be noted that the corporate bodies reported refers to the date of publication of this document and not to those at the reporting date of the financial information, i.e. 31 March 2026, when the previous structure was still in place.
1 Independent director pursuant to Article 147-ter, paragraph 4, and Article 148, paragraph 3, of the TUF and Article 2 of the Corporate Governance Code.
(a) Control and Risks Committee member.
(b) Appointments and Remuneration Committee member.
(c) Related parties transaction Committee member.
(d) ESG Committee member.
(e) Technology Committee member.
| Board of Statutory Auditors | |
|---|---|
| Gabriele Grignaffini | Chairman |
| Andrea Lionzo | Auditor |
| Veronica Tibiletti | Auditor |
| Alberto Incollingo | Alternative Auditor |
| Elena Angela Maria Valenti | Alternative Auditor |
Board of Statutory Auditors appointed by the Shareholders' Meeting on 20 April 2026 effective from the same date and until the approval of the financial statements as of 31 December 2028. It should be noted that the corporate bodies reported refers to the date of publication of this document and not to those at the reporting date of the financial information, i.e. 31 March 2026, when the previous structure was still in place.
Independent External Auditors
PricewaterhouseCoopers S.p.A.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Interim management report
1. Corporate information
Lottomatica Group S.p.A. (hereinafter “Lottomatica Group” or the “Company” and together with its subsidiaries the “Group”), is a company incorporated on 15 October 2019 and domiciled in Italy, with registered offices in Rome, Via degli Aldobrandeschi, 300, organized under the laws of the Republic of Italy. The Company is listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A., since 3 May 2023. In 2025, the Company was also included in the STOXX Europe 600 Index (SXXP), a stock index comprising 600 leading European companies, and in the FTSE MIB index, which includes the top 40 Italian companies by market capitalization and stock liquidity.
The information in this interim management report refers to the three months ended 31 March 2026 and 2025.
2. Overview
The Group is the largest player in the Italian gaming market¹, with Euro 12.4 billion in bets collected and Euro 602.3 million in Revenues for Reportable Segment recorded during the three months ended 31 March 2026, through a network of 4,024² betting rights, 26 horse-race betting rights, 19,831 VLT rights, 66,886 NOE AWP operating permits and 50,785³ owned AWPs and a network of around 17,332 points of sale of which 123 managed directly as of 31 March 2026.
The Group has the following operating segments: Online, Sports Franchise and Gaming Franchise, as described below.
2.1 Online
The Group’s Online activity comprises the offer of a wide range of online games through the GoldBet.it, Lottomatica.it, Betflag.it, Totosi.it and Planetwin365.it websites, as follows:
- iSports: sports betting, virtual betting and horse betting;
- iGaming: online casino games;
- other online products: such as bingo, poker, betting exchange and skill games.
The Online segment generated bets of Euro 8,492.9 million for the three months ended 31 March 2026, an increase compared to Euro 7,363.5 million for the three months ended 31 March 2025.
¹ Based on GGR. GGR (or gross gaming revenues) refers to the difference between bet and winnings.
² Including 8 betting rights of Ricreativo B S.p.A..
³ The figure as of 31 March 2026 does not consider AWP machines that the group holds in inventory.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
2.2 Sports Franchise
The Group's Sports Franchise activity consists in the collection of sports betting, virtual betting and horserace betting through a franchise network of 3,804 operating PoS as of 31 March 2026, through GoldBet, Intralot, Better and Planetwin365 brands. The Sports Franchise segment generated bets of Euro 1,175.2 million for the three months ended 31 March 2026 compared to Euro 1,046.3 million for the three months ended 31 March 2025.
2.3 Gaming Franchise
The Group's Gaming Franchise business comprises direct management of gaming halls and concession activities for VLTs and AWPs, managed according to different types of business models depending on the level of integration in the value chain. These business models range from the sole interconnection of machines prescribed by the concession to the ownership and management of the machines and the gaming halls. As of 31 March 2026, the Group's Gaming Franchise business included 18,200 operative VLTs and 63,283 operative AWPs. For the three months ended 31 March 2026, there were 123 gaming halls under direct management of the Group, which leveraged the Group's proprietary distribution formats and brands.
The Gaming Franchise segment generated bets of Euro 2,740.1 million for the three months ended 31 March 2026, compared to Euro 2,769.5 million for the three months ended 31 March 2025. The following paragraphs provide more specific details regarding the i) AWP, ii) VLT and iii) Retail and Street Operations product divisions.
Amusement With Prize machines (AWPs)
AWPs are relatively easy to play and offer players a good level of interaction, through the use of a graphical reel containing pictures.
The maximum cost of each single game is Euro 1.00 and each game may last between four and thirteen seconds. Any winnings must be distributed immediately after the game (only) in coins and jackpots are not permitted⁴. The machine must calculate winnings in an unpredictable way over a cycle of a maximum of 140,000 games.
Video Lottery Terminals (VLTs)
VLTs are similar to slot machines, except that they are connected to a centralized computer system that determines the outcome of each wager by using a random number generator located inside the terminal.
⁴ By law, monetary winnings must not exceed Euro 100 for a single play and as of January 2020, the minimum pay-out is set by law at 65.0% (Law No. 160 of 27 December 2019 - the so-called "2020 Budget Law" – effective as of 1 January 2020). For details regarding the evolution of PREU flat-tax rates, see the relevant comments in the consolidated financial statements as of and for the year ended 31 December 2025.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Relevant legislation requires that bet per game may range from a minimum of Euro 0.50 to a maximum of Euro 10.00, with payouts of up to Euro 5,000.00 as well as the chance to win jackpots of up to Euro 500,000.00⁵. The Group currently offers four VLT platforms (Spielo, Novomatic, Inspired and WMG).
Management of owned gaming halls and AWPs (Retail and Street Operations)
Since 2012, the Group has pursued a strategy of vertical integration involving the direct management of owned gaming halls ("Retail"), with such business being subsequently supplemented by direct management of owned AWPs ("Street Operations"). As of 31 March 2026, the Group directly manages 123 halls and 50,785⁶ owned AWPs.
3. Alternative performance measures
This document includes, in addition to the financial measures provided by IFRS® Accounting Standards ("IFRS Accounting Standards"), several measures derived from the latter even if not defined by IFRS Accounting Standards (hereinafter the "Non-GAAP Measures") which are presented in accordance with the provisions of the recommendations contained in the document prepared by ESMA, No.1415 of 2015, published on 5 October 2015, as incorporated by Consob Communication 0092543 dated 3 December 2015. These measures are consistent with the approach adopted by the Group's management for monitoring business performance (as described in Note 6 to the Condensed Consolidated Interim Financial Statements) and are presented to facilitate a more comprehensive understanding of the Group's performance. They should not be considered alternatives to the measures provided by IFRS Accounting Standards. Specifically, the Non-GAAP Measures used are as follows:
- Revenues for Reportable Segment: defined as consolidated revenue adjusted to include the revenue of equity accounted investments in which the Group holds an interest of more than 50% or financial instruments that, if exercised, enable the Group to obtain control (excluding companies that have not yet commenced operations).
- Adjusted EBITDA: calculated as net profit for the period adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) depreciation, amortization and impairments; (vi) Adjusted EBITDA, (as defined herein), of equity accounted investments in which the Group holds an interest of more than 50% or financial instruments that, if exercised, enable the Group to obtain control (excluding companies that have not yet commenced operations), and/or of businesses disposed of or in the process of disposal; (vii) costs related to M&A, advisory and international activities; (viii) integration costs (including expenses on corporate restructuring, redundancy and higher costs incurred in relation to renegotiated operating contracts); (ix) other income and expenses that, in view of their nature, are not reasonably expected to recur in future periods.
- Adjusted EBITDA Margin: calculated as the ratio of Adjusted EBITDA divided by Revenues for Reportable Segment.
⁵ As of January 2020, the percentage of bets paid out as winnings may not be lower than 83.0% (Law No. 160 of 27 December 2019 - the so-called "2020 Budget Law" – effective as of 1 January 2020). For details regarding the evolution of PREU flat-tax rates, see the relevant comments in the consolidated financial statements as of and for the year ended 31 December 2025.
⁶ The figure as of 31 March 2026 does not consider AWP machines that the group holds in inventory.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
- Adjusted EBIT: calculated as net profit for the period adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) amortization of higher value of assets resulting from business combinations following the purchase price allocation process ("PPA") and other non-recurring amortization and depreciation; and (vi) other non-recurring costs and income excluded from Adjusted EBITDA.
- Adjusted Net Profit: calculated as net profit for the period adjusted for: (i) amortization of higher value of assets resulting from business combinations following the PPA process and other non-recurring amortization and depreciation; (ii) other non-recurring costs and income excluded from Adjusted EBITDA, (iii) finance income and expenses that, due to their nature, are not reasonably expected to recur in future periods, (iv) other non-monetary items recorded in finance expenses and (v) tax effects on such adjustments.
- Adjusted Net Profit per Share: calculated as Adjusted Net Profit divided by the number of shares of the Company outstanding at the reporting date, net of any treasury shares held.
- Cash Capital Expenditures: calculated as cash outflows for (i) recurring capital expenditure, (ii) concession capital expenditure and (iii) extraordinary capital expenditure related to investments for extraordinary projects and deferred consideration for the acquisition of subsidiaries and business units.
- Operating Cash Flow: defined as the sum of Adjusted EBITDA less (i) recurring capex and (ii) concession capex.
- Cash Conversion Rate: calculated as the ratio of Operating Cash Flow divided by Adjusted EBITDA.
- Net Financial Debt: calculated as the sum of (i) the nominal amount of senior secured notes (ii) IFRS 16 liabilities, and (iii) liabilities relating to the share buyback, net of (iv) cash and cash equivalents.
- Net Financial Indebtedness – ESMA: determined as required by Consob Communication DEM/6064293 of 28 July 2006 and amended by Consob Communication No. 5/21 of 29 April 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of 4 March 2021 on disclosure requirements under the Prospectus Regulation.
The following table provides details of the main financial and economic indicators for the periods indicated:
| (In thousands of Euro) | As of and for the three months ended 31 March | As of and for the year ended 31 December | |
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Revenues | 599,975 | 584,548 | 2,247,116 |
| Revenues for Reportable Segment* | 602,259 | 585,737 | 2,255,292 |
| Adjusted EBITDA | 235,541 | 220,474 | 856,159 |
| Adjusted EBIT | 182,560 | 173,030 | 662,245 |
| Adjusted Net Profit | 106,448 | 94,747 | 369,388 |
| Profit for the period | 69,331 | 51,541 | 179,836 |
| Total shareholders' equity | 396,203 | 618,072 | 377,488 |
| Net Financial Indebtedness – ESMA | 2,118,112 | 1,947,438 | 2,160,623 |
| Net Financial Indebtedness | 2,051,438 | 1,804,886 | 2,105,202 |
| Cash Capital Expenditures | (59,119) | (71,114) | (281,884) |
| Operating Cash Flow | 196,205 | 184,389 | 657,134 |
| Cash Conversion Rate | 83.3% | 83.6% | 76.8% |
- Includes revenues of the Cristaltec Group amounted to Euro 2.3 million for the three months ended 31 March 2026 (Euro 1.2 million for the three months ended 31 March 2025 and Euro 8.2 million for the year ended 31 December 2025), consistent with the approach adopted by management to monitor the performance of the operating segments.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Disclaimer
This document contains forward-looking statements (in particular in the sections headed "Foreseeable operating performance" and "Significant events occurring after the reporting date") which are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Many of these risks and uncertainties relate to factors that are beyond the company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors. Therefore, the Company actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, economic conditions globally, social, political, economic and regulatory developments or changes in economic or technological trends or conditions in Italy and internationally. Consequently, the Company makes no representation, whether expressed or implied, as to the conformity of the actual results with those projected in the forward-looking statements. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made.
8
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
4. Macroeconomic context
The conflict involving the United States, Israel and Iran has further deteriorated an international environment already weakened by persistent geopolitical and trade tensions. The disruption of navigation through the Strait of Hormuz has led to a sharp increase in energy prices and raised concerns regarding the future availability of energy supplies. Consumer inflation in both the euro area and the United States had already been affected as early as March. Increased uncertainty was immediately reflected in financial markets, with sovereign yields and risk premiums rising, equity markets declining and the U.S. dollar appreciating against the main currencies.
Economic activity in the euro area slowed in the fourth quarter of 2025 and in the early months of 2026. At its March meeting, the Governing Council of the European Central Bank kept key interest rates unchanged and stated that it would continue to closely monitor developments, assessing the implications of the Middle East conflict for the inflation outlook. 7
Italy's GDP recorded moderate growth in the first months of 2026, mainly supported by positive dynamics in the services sector, despite a decline in agriculture and industry. 8
The following table shows the key information relating to the performance of the Italian economy updated to the last quarter:
| Gross Domestic Product$ | I Q | II Q | III Q | IV Q | I Q | II Q | III Q | IV Q | I Q | II Q | III Q | IV Q | I Q |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2023 | 2023 | 2023 | 2024 | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | 2025 | 2026 | |
| +0.5% | +0.6% | -0.4% | +0.2% | +0.3% | +0.2% | +0.0% | +0.0% | +0.3% | +0.0% | +0.2% | +0.3% | +0.2% |
As of 31 March 2026, inflation in Italy increased by 1.7% on an annual basis primarily driven by the rebound in energy prices and the marked acceleration in prices of unprocessed food products. By contrast, inflationary pressures were partially offset by lower price growth in recreational, cultural and personal care services, as well as transport-related services.
| As of 31 March | ||
|---|---|---|
| 2025 | 2026 | |
| Inflation rate | +1.9% | +1.7% |
As shown in the graph $^{10}$ below, the unemployment rate as of 31 March 2026 was lower than the rate recorded on the same date in 2025. Employment increased compared with February 2025, mainly driven by growth in permanent employees and self-employed workers, partly offset by a decline in temporary employees.
$^{7}$ Source: Bank of Italy - Economic Bulletin No. 2 - 2026.
$^{8}$ Source: Istat – Preliminary estimate of GDP – Q1 2026.
$^{9}$ Source: Istat – Press Release – Consumer Price – March 2026.
$^{10}$ Source: Istat – Employment and Unemployment – March 2026 – Provisional Data.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026

5. Key events occurring during the period
For information on significant events that occurred during the period, reference should be made to Note 11.2 to the condensed consolidated interim financial statements of the Company as of and for the three months ended 31 March 2026 (the "Condensed Consolidated Interim Financial Statements").
6. Evolution of gaming taxes and regulation
For information regarding the evolution of gaming taxes and regulation, please refer to Note 11.7.6 to the consolidated financial statements as of and for the year ended 31 December 2025 ("Annual Consolidated Financial Statements") and to Note 11.2.5 to the Condensed Consolidated Interim Financial Statements.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
7. Group's economic performance
The following table shows the Group's consolidated income statements for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Revenues | 599,975 | 100.0% | 584,548 | 100.0% | 15,427 | 2.6% |
| Other income | 2,931 | n.a. | 3,082 | n.a. | (151) | (4.9%) |
| Total revenues and income | 602,906 | n.a. | 587,630 | n.a. | 15,276 | 2.6% |
| Cost of services | (344,996) | (57.5%) | (345,634) | (59.1%) | 638 | (0.2%) |
| Personnel expenses | (45,036) | (7.5%) | (41,115) | (7.0%) | (3,921) | 9.5% |
| Other operating costs | (8,317) | (1.4%) | (10,905) | (1.9%) | 2,588 | (23.7%) |
| Depreciation, amortization and impairments | (69,805) | (11.6%) | (64,932) | (11.1%) | (4,873) | 7.5% |
| Accruals and impairments | 723 | 0.1% | (9,869) | (1.7%) | 10,592 | >100% |
| Net finance expenses | (34,129) | (5.7%) | (37,570) | (6.4%) | 3,441 | (9.2%) |
| Share of profit / (loss) of equity accounted investments | (185) | (0.0%) | 205 | 0.0% | (390) | >100% |
| Profit before taxes | 101,161 | 16.9% | 77,810 | 13.3% | 23,351 | 30.0% |
| Income tax expense | (31,830) | (5.3%) | (26,269) | (4.5%) | (5,561) | 21.2% |
| Net profit for the period | 69,331 | 11.6% | 51,541 | 8.8% | 17,790 | 34.5% |
| Net profit for the period attributable to non-controlling interests | 2,874 | 0.5% | 1,255 | 0.2% | 1,619 | >100% |
| Net profit for the period attributable to the owners of the parent | 66,457 | 11.1% | 50,286 | 8.6% | 16,171 | 32.2% |
7.1 Revenues
The following table shows revenues by operating segment for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Online | 264,748 | 44.0% | 239,816 | 40.9% | 24,932 | 10.4% |
| Sports Franchise | 142,438 | 23.7% | 150,410 | 25.7% | (7,972) | (5.3%) |
| Gaming Franchise* | 195,073 | 32.3% | 195,511 | 33.4% | (438) | (0.2%) |
| Total Revenues for reportable segment | 602,259 | 100.0% | 585,737 | 100.0% | 16,522 | 2.8% |
| Elimination of revenues from equity accounted investments | (2,284) | n.a. | (1,189) | n.a. | (1,095) | 100.0% |
| Total Revenues consolidated | 599,975 | n.a. | 584,548 | n.a. | 15,427 | 2.6% |
- Includes revenues of the Cristaltec Group amounting to Euro 2.3 million for the three months ended 31 March 2026 i (Euro 1.2 million for the three months ended 31 March 2025 and Euro 8.2 million for the year ended 31 December 2025), consistent with the approach adopted by management in monitoring the performance of the operating segments.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Online
The following table provides certain key performance indicators for the Online segment for the periods indicated:
| As of and for the three months ended 31 March | ||
|---|---|---|
| 2026 | 2025 | |
| Unique active users* | 1,453,122 | 1,332,100 |
| Total online bets (in millions of Euro) | 8,492.9 | 7,363.5 |
- Unique Active Users refers to the number of customers who have carried out, with one or more game accounts in their name, at least one bets on one or more Online products (not only sports betting) during that period.
The Online segment generated bets of Euro 8,492.9 million for the three months ended 31 March 2026, an increase of 15.3% compared to the corresponding period of the previous year (Euro 7,363.5 million for the three months ended 31 March 2025). The Online operating segment benefited from the overall growth of the Online market, further strengthening its leadership position in the sector. This was also supported by the recovery in market share by PWO S.p.A., particularly in iGaming, following the completion of the gaming platform migration process at the end of July 2025.
The overall growth in bets was driven by an increase in:
- iGaming, from Euro 5,794.1 million for the three months ended 31 March 2025 to Euro 6,687.8 million for the three months ended 31 March 2026;
- iSports, from Euro 1,123.7 million for the three months ended 31 March 2025 to Euro 1,281.5 million for the three months ended 31 March 2026;
- Other online gaming, from Euro 445.7 million for the three months ended 31 March 2025 to Euro 523.5 million for the three months ended 31 March 2026.
In addition to the drivers noted above, key contributing factors to growth of the Online segment included:
- the increase in the online games offer;
- continuous technological improvements such as graphic and functional refactoring of the deposits and withdrawals section, inclusion of virtual games in the sports betting app, improvement of customer experience on all digital assets;
- the review / strengthening of the CRM strategy through the implementation of retention/reactivation promotional activities and strengthening of loyalty engagement initiatives implemented by the Group;
- the optimization of acquisitions from the retail channel through the introduction of focused marketing policies and the improvement of network; and
- the unification of the gaming platform for both Group brands.
Online segment revenues for the three months ended 31 March 2026 amounted to Euro 264.7 million, an increase of Euro 24.9 million compared to Euro 239.8 million for the three months ended 31 March 2025. The main drivers for the increase were the same as the drivers described above for the increase in bets, partially offset by an unfavourable sports betting payout recorded in the first three months of 2026 compared to the same period of the previous year.
12
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Sports Franchise
The following table provides certain key performance indicators for the Sports Franchise segment for the periods indicated:
| As of and for the three months ended 31 March | ||
|---|---|---|
| 2026 | 2025 | |
| Number of licenses/concessions* | 4,024 | 4,024 |
| Number of active points of sale (shops and corner) | 3,804 | 3,769 |
| Average number of points of sale in operations (shops and corner) | 3,798 | 3,758 |
| Sports Franchise bet (in millions of Euro) | 1,175.2 | 1,046.3 |
- Excluding the 26 licenses related to horse racing in 2026 and 2025. Including 8 betting rights of Ricreativo B S.p.A. in 2026 and 2025.
Sports Franchise bets increased from Euro 1,046.3 million for the three months ended 31 March 2025 to Euro 1,175.2 million for the three months ended 31 March 2026. The increase was mainly due to the overall growth of the retail sports betting market, as well as to the effect of the integration of PWO S.p.A. with reference to its franchised network. Sports Franchise revenues amounted to Euro 142.4 million for the three months ended 31 March 2026, a decrease of Euro 8.0 million or 5.3% compared to Euro 150.4 million for the three months ended 31 March 2025. This decrease was due to an unfavourable sports betting payout recorded in the first three months of 2026 compared to the same period of the previous year.
Gaming Franchise
Bets in the Gaming Franchise segment for the three months ended 31 March 2026 amounted to Euro 2,740.1 million, a decrease of Euro 29.4 million compared to Euro 2,769.5 million for the three months ended 31 March 2025. Gaming Franchise revenues amounted to Euro 195.1 million¹¹ for the three months ended 31 March 2026, a decrease of Euro 0.4 million compared to Euro 195.5 million¹¹ for the three months ended 31 March 2025.
¹¹ Includes Cristaltec group revenues of Euro 2.3 million for the three months ended 31 March 2026 (Euro 1.2 million for the three months ended 31 March 2025) consistent with the approach adopted by management to monitor the results of the operating segments.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
The following paragraphs provide details of Gaming Franchise segment by product division:
AWP
The following table provides certain key performance indicators for the AWP product line for the periods indicated:
| As of and for the three months ended 31 March | ||
|---|---|---|
| 2026 | 2025 | |
| Number of AWPs in operation as of the period end | 63,283 | 63,145 |
| Average number of AWPs in operation for the period | 63,470 | 63,263 |
| AWP bet (in millions of Euro)* | 1,012.3 | 1,045.4 |
| Average AWP PREU (as percentage of bet) | 24.0% | 24.0% |
- The amount does not include bets generated by gaming halls connected to other concessionaires (different from Gamenet S.p.A. and Lottomatica Videotot Rete S.p.A.), amounting to Euro 188.1 million, and Euro 157.8 million for the three months ended 31 March 2026 and 2025 respectively, which is included in the Retail and Street Operations business line.
AWP bets amounted to Euro 1,012.3 million for the three months ended 31 March 2026, a decrease compared to the corresponding period of the previous year (Euro 1,045.4 million for the three months ended 31 March 2025).
AWP revenues for the three months ended 31 March 2026 amounted to Euro 73.6 million, an increase of Euro 2.7 million compared to Euro 70.9 million for the three months ended 31 March 2025. This trend, which moves against bets performance, was mainly due to the distribution insourcing strategy.
VLT
The following table provides certain key performance indicators for the VLT product line for the periods indicated:
| As of and for the three months ended 31 | ||
|---|---|---|
| 2026 | March 2025 | |
| Number of VLTs licenses | 19,831 | 19,831 |
| Average number of VLTs in operation for the period | 18,211 | 18,376 |
| Number of VLTs in operation as of the period end | 18,200 | 18,371 |
| VLT in operation as percentage of VLT rights | 91.8% | 92.6% |
| VLT bet in millions of Euro* | 1,505.1 | 1,530.6 |
| Average VLT PREU (as percentage of bet) | 8.6% | 8.6% |
- The amount does not include bets generated by gaming halls connected to other concessionaires (different from Gamenet S.p.A. and Lottomatica Videotot Rete), amounting to Euro 34.6 million, and Euro 35.7 million for the three months ended 31 March 2026 and 2025 respectively, which is included in the Retail and Street Operations business line.
VLT bets decreased by 1.7% from Euro 1,530.6 million for the three months ended 31 March 2025 to Euro 1,505.1 million for the three months ended 31 March 2026, while VLT revenues decreased of Euro 2.2 million from Euro 109.3 million for the three months ended 31 March 2025 to Euro 107.1 million for the three months ended 31 March 2026.
14
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
Retail and Street Operations
Bets in the Retail and Street Operations product line (from other concessionaires) amounted to Euro 222.7 million for the three months ended 31 March 2026 (Euro 193.5 million for the three months ended 31 March 2025) while the related revenues (from other concessionaires) amounted to Euro 14.4 million¹² for the three months ended 31 March 2026, a decrease of Euro 1.0 million compared to Euro 15.4¹² million for the three months ended 31 March 2025.
After reclassifying bets generated in owned gaming halls connected to the Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A. concessionaires, total Retail and Street Operations bets for the three months ended 31 March 2026 amounted to Euro 1,045.7 million (Euro 968.3 million for the three months ended 31 March 2025). For details regarding movements during the period, see the comments above in relation to AWPs and VLTs.
7.2 Cost of services
The following table provides a breakdown of cost of services for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Distribution network compensation | (236,580) | (39.4%) | (238,790) | (40.9%) | 2,210 | (0.9%) |
| Fee on licensing gaming platforms | (34,628) | (5.8%) | (33,556) | (5.7%) | (1,072) | 3.2% |
| Concession fees | (13,675) | (2.3%) | (16,001) | (2.7%) | 2,326 | (14.5%) |
| Rentals, leases and other rentals | (3,073) | (0.5%) | (4,051) | (0.7%) | 978 | (24.1%) |
| Other | (57,040) | (9.5%) | (53,236) | (9.1%) | (3,804) | 7.1% |
| Total | (344,996) | (57.5%) | (345,634) | (59.1%) | 638 | (0.2%) |
Cost of services for the three months ended 31 March 2026 amounted to Euro 345.0 million, a decrease of Euro 0.6 million compared to Euro 345.6 million for the three months ended 31 March 2025.
Cost of services mainly related to the distribution network compensation, which amounted to Euro 236.6 million for the three months ended 31 March 2026, a decrease of Euro 2.2 million compared to Euro 238.8 million for the three months ended 31 March 2025.
The fee on gaming platform licenses amounted to Euro 34.6 million for the three months ended 31 March 2026, an increase of Euro 1.0 million compared to Euro 33.6 million for the three months ended 31 March 2025. The item represents fees due to the VLT platform providers to use their systems.
The concession fee payable to the ADM for the Gaming Franchise, Sports Franchise and Online concessions amounted to Euro 13.7 million for the three months ended 31 March 2026, a decrease of Euro 2.3 million compared to Euro 16.0 million for the three months ended 31 March 2025. The decrease
¹² Includes Cristaltec group revenues of Euro 2.3 million for the three months ended 31 March 2026 (Euro 1.2 million for the three months ended 31 March 2025), consistent with the approach adopted by management to monitor the results of the operating segments.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
was mainly related to the accounting treatment of concession fees, in line with the regulatory framework applicable to the new Online concessions entered into in 2025.
"Other" amounted to Euro 57.0 million for the three months ended 31 March 2026, an increase of Euro 3.8 million compared to Euro 53.2 million for the three months ended 31 March 2025. Such change was mainly due to the higher commissions on collections by credit cards following the increase in the volumes of transactions recorded, as well as higher data transmission costs driven by the growth in bets.
7.3 Personnel expenses
The following table provides a breakdown of personnel expenses for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Remuneration | (28,835) | (4.8%) | (28,423) | (4.9%) | (412) | 1.4% |
| Social security contributions | (8,815) | (1.5%) | (8,867) | (1.5%) | 52 | (0.6%) |
| Other personnel costs | (7,386) | (1.2%) | (3,825) | (0.7%) | (3,561) | 93.1% |
| Total | (45,036) | (7.5%) | (41,115) | (7.0%) | (3,921) | 9.5% |
Personnel expenses for the three months ended 31 March 2026 amounted to Euro 45.0 million, an increase of Euro 3.9 million compared to Euro 41.1 million for the three months ended 31 March 2025. The increase was due to the estimated costs related to the formalization of settlement agreements with the employees of the Serbian branch of PWO S.p.A. under liquidation, as well as to higher costs relating to the stock option plan.
7.4 Other operating costs
Other operating costs amounted to Euro 8.3 million for the three months ended 31 March 2026, a decrease of Euro 2.6 million or 23.7% compared to Euro 10.9 million for the three months ended 31 March 2025. The change was mainly attributable to the lower contribution made to Fondazione Lottomatica in 2026 compared with the same period of the previous year.
16
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
7.5 Depreciation, amortization and impairments
The following table provides a breakdown of depreciation, amortization and impairments for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Amortization of intangible assets | (50,109) | (8.4%) | (47,394) | (8.1%) | (2,715) | 5.7% |
| of which PPA | (17,125) | (2.9%) | (18,424) | (3.2%) | 1,299 | (7.0%) |
| Depreciation of property, plant and equipment | (13,660) | (2.3%) | (12,014) | (2.1%) | (1,646) | 13.7% |
| Depreciation of investment property. | (7) | (0.0%) | (7) | (0.0%) | - | 0.0% |
| Depreciation of right of use | (6,029) | (1.0%) | (5,517) | (0.9%) | (512) | 9.3% |
| Total | (69,805) | (11.6%) | (64,932) | (11.1%) | (4,873) | 7.5% |
Depreciation, amortization and impairments for the three months ended 31 March 2026 amounted to Euro 69.8 million, compared to Euro 64.9 million for the corresponding period of the previous year.
Amortization of intangible assets for the three months ended 31 March 2026 includes Euro 17.1 million related to amortization of intangible assets recognized during the purchase price allocation (Euro 18.4 million for the three months ended 31 March 2025).
7.6 Accruals and impairments
Accruals and impairments amounted to a net release of Euro 0.7 million for the three months ended 31 March 2026, an increase of Euro 10.6 million compared to net provisions of Euro 9.9 million for the three months ended 31 March 2025. This change was mainly due to the impairment of receivables from gaming operators recognized in 2025.
17
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
7.7 Net finance expenses
The following table provides a breakdown of net finance expenses for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | Change | ||||
|---|---|---|---|---|---|---|
| 2026 | % of revenues | 2025 | % of revenues | (Euro) | % | |
| Other interest income | 262 | 0.0% | 670 | 0.1% | (408) | (60.9%) |
| Total finance income | 262 | 0.0% | 670 | 0.1% | (408) | (60.9%) |
| Non recurring finance expenses | (233) | (0.0%) | - | 0.0% | (233) | 100% |
| Interest expense on Notes (including IRS) | (25,294) | (4.2%) | (31,286) | (5.4%) | 5,992 | (19.2%) |
| Amortized cost on Notes | (743) | (0.1%) | (1,251) | (0.2%) | 508 | (40.6%) |
| Commission on sureties | (1,532) | (0.3%) | (1,634) | (0.3%) | 102 | (6.2%) |
| Interest expenses on Revolving Loan | (1,055) | (0.2%) | (1,491) | (0.3%) | 436 | (29.2%) |
| Leasing interest expense | (1,007) | (0.2%) | (1,094) | (0.2%) | 87 | (8.0%) |
| Other interest expense | (4,527) | (0.8%) | (1,484) | (0.3%) | (3,043) | >100% |
| Total finance expenses | (34,391) | (5.7%) | (38,240) | (6.5%) | 3,849 | (10.1%) |
| Net finance expenses | (34,129) | (5.7%) | (37,570) | (6.4%) | 3,441 | (9.2%) |
Net finance expenses amounted to Euro 34.1 million for the three months ended 31 March 2026, a decrease of Euro 3.5 million compared to Euro 37.6 million for the same period of the previous year. The change was mainly due to lower interest expenses and amortized costs on senior secured notes of Euro 6.5 million, partially offset by higher interest arising from the discounting of the liability related to the renewal of concessions and on put options, amounting to Euro 2.6 million.
7.8 Income tax expense
Income tax expense for the three months ended 31 March 2026 amounted to Euro 31.8 million, an increase of Euro 5.5 million compared to Euro 26.3 million for the three months ended 31 March 2025. For further details, see Note 8.9 in the Notes to the Condensed Consolidated Interim Financial Statements.
18
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
8. Group economic performance - Adjusted EBITDA, Adjusted EBIT and Adjusted Net Profit
The following table shows the reconciliation of Adjusted EBITDA for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Net profit for the period | 69,331 | 51,541 |
| Income tax expense | 31,830 | 26,269 |
| Finance income | (262) | (670) |
| Finance expenses | 34,391 | 38,240 |
| Share of loss / (profit) of equity accounted investments | 185 | (205) |
| Depreciation, amortization and impairment | 69,805 | 64,932 |
| Adjusted EBITDA from equity accounted investments and/or of businesses disposed of or in the process of disposal | 428 | 936 |
| Cost related to M&A, advisory and international activities* (a) | 1,105 | 1,113 |
| Integration costs** (b) | 6,931 | 10,565 |
| Other non-recurring (income)/expense*** (c) | 21,797 | 27,753 |
| Total non-recurring expenses not included in Adjusted EBITDA (a+b+c) | 29,833 | 39,431 |
| Of which: | ||
| - Monetary costs not included in Adjusted EBITDA | 25,729 | 29,746 |
| - Non-monetary costs not included in the Adjusted EBITDA | 4,104 | 9,685 |
| Adjusted EBITDA | 235,541 | 220,474 |
- The item mainly refers to advisory costs for the three months ended 31 March 2026, in relation to potential acquisitions.
** Primarily represents costs incurred for the integration of acquired companies and expenses on corporate restructuring and redundancy. For the three months ended 31 March 2026, the item mainly included costs related to the closure of the Serbian branch of PWO S.p.A..
*** For the three months ended 31 March 2026, the item mainly included costs incurred in relation to the new Online concessions, personnel costs, including termination incentives, and other. For the three months ended 31 March 2025, the item mainly included one-off costs relating to specific network activities in connection with the concession tender process and other.
The following table shows the reconciliation of Adjusted EBIT for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Net profit for the period | 69,331 | 51,541 |
| Income tax expense | 31,830 | 26,269 |
| Finance income | (262) | (670) |
| Finance expenses | 34,391 | 38,240 |
| Share of loss / (profit) of equity accounted investments | 185 | (205) |
| Amortization of assets resulting from business combinations and other non-recurring amortization and depreciation | 17,252 | 18,424 |
| Other non-recurring costs and income excluded from Adjusted EBITDA | 29,833 | 39,431 |
| Adjusted EBIT | 182,560 | 173,030 |
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
The following table shows the reconciliation of Adjusted Net Profit for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Net profit for the period | 69,331 | 51,541 |
| Amortization of assets resulting from business combinations and other non-recurring amortization and depreciation | 17,252 | 18,424 |
| Other non-recurring costs and income excluded from Adjusted EBITDA | 29,833 | 39,431 |
| Other non-recurring financial expenses | 233 | - |
| Other non-monetary items including in financial expenses | 4,693 | 2,256 |
| Tax effect (IRES + IRAP)* | (14,894) | (16,905) |
| Adjusted Net Profit | 106,448 | 94,747 |
| Adjusted Net Profit per Share** | 0.45 | 0.38 |
- Tax effect calculation is based on the applicable tax regulations as of the periods illustrated.
** Calculated based on number of outstanding at the reporting date, net of any treasury shares held.
9. Group economic performance – By operating segment
The following table shows information relating to income statement items by operating segment for the periods indicated.
| Online | Sports Franchise | Gaming Franchise(a) | Total reportable segment | |||||
|---|---|---|---|---|---|---|---|---|
| (In thousands of Euro, except percentages) | 3M'26 | 3M'25 | 3M'26 | 3M'25 | 3M '26 | 3M'25 | 3M'26 | 3M'25 |
| BET (including other concessionaires) | 8,492,870 | 7,363,471 | 1,175,203 | 1,046,347 | 2,740,072 | 2,769,455 | 12,408,145 | 11,179,273 |
| BET (Lottomatica Group) | 8,492,870 | 7,363,471 | 1,175,203 | 1,046,347 | 2,517,420 | 2,575,981 | 12,185,493 | 10,985,799 |
| GGR | 474,425 | 428,243 | 182,289 | 191,634 | 588,844 | 604,541 | 1,245,558 | 1,224,418 |
| Revenues toward third parties | 264,748 | 239,816 | 142,438 | 150,410 | 195,073 | 195,511 | 602,259 | 585,737 |
| Other income toward third parties | 457 | 553 | 1,089 | 787 | 1,926 | 2,088 | 3,472 | 3,428 |
| Intragroup Revenues and income | 4,519 | 3,278 | 1,350 | 929 | 2,817 | 2,492 | 8,686 | 6,699 |
| Total Revenues and income | 269,724 | 243,647 | 144,877 | 152,126 | 199,816 | 200,091 | 614,417 | 595,864 |
| Adjusted EBITDA(a) | 152,184 | 128,474 | 35,041 | 45,650 | 48,316 | 46,350 | 235,541 | 220,474 |
| Adjusted EBITDA Margin(b) | 57.5% | 53.6% | 24.6% | 30.4% | 24.8% | 23.7% | 39.1% | 37.6% |
(a) Includes the results of the Cristaltec group, in line with the approach adopted by management to monitor the results of the operating segments.
(b) Adjusted EBITDA Margin is calculated as Adjusted EBITDA / Revenues toward third parties.
(c) The main cost component for the determination of Adjusted EBITDA relates to costs for distribution network compensation, which amounted to approximately Euro 61.8 million for Online operating segment for the three months ended 31 March 2026 (Euro 66.1 million for the three months ended 31 March 2025), Euro 86.8 million for the Sport Franchise operating segment for the three months ended 31 March 2026 (Euro 83.5 million for the three months ended 31 March 2026) and Euro 89.7 million for the Gaming Franchise operating segment for the three months ended 31 March 2026 (Euro 90.4 million for the three months ended 31 March 2025). The total amount was Euro 236.6 million for the three months ended 31 March 2026 (Euro 238.7 million for the three months ended 31 March 2025), net of intragroup costs of approximately Euro 1.8 million for the three months ended 31 March 2026 (Euro 1.3 million for the three months ended 31 March 2025).
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
The following table shows the reconciliation of total revenue for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Total revenues and income for reportable segment | 614,417 | 595,864 |
| Elimination of intersegment revenues | (8,686) | (6,699) |
| Elimination of revenues and other income from equity accounted investments | (2,825) | (1,535) |
| Consolidated Revenues and income | 602,906 | 587,630 |
For the reconciliation of Adjusted EBITDA, please refer to paragraph "7. Group economic performance – Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income" of this document.
Adjusted EBITDA
Online
Adjusted EBITDA of the Online segment amounted to Euro 152.2 million for the three months ended 31 March 2026, representing 64.6% of total Adjusted EBITDA, compared to Euro 128.5 million for the three months ended 31 March 2025. The increase was driven by factors previously described relating to the increase in bets and revenues, as well as the cost synergies achieved in PWO S.p.A. Adjusted EBITDA margin increased from 53.6% for the three months ended 31 March 2025 to 57.5% for the three months ended 31 March 2026.
Sports Franchise
Adjusted EBITDA of the Sports Franchise segment was Euro 35.0 million for the three months ended 31 March 2026, compared to Euro 45.7 million for the three months ended 31 March 2025, representing 14.9% of total Adjusted EBITDA. This decrease was mainly due to an unfavourable sports betting payout recorded in the first three months of 2026 compared to the same period of the previous year, partially offset by the cost synergies achieved in PWO S.p.A.. Adjusted EBITDA margin decreased from 30.4% for the three months ended 31 March 2025 to 24.6% for the three months ended 31 March 2026.
Gaming Franchise
Adjusted EBITDA of the Gaming Franchise segment was Euro 48.3 million for the three months ended 31 March 2026, compared to Euro 46.4 million for the three months ended 31 March 2025. Adjusted EBITDA increased from 23.7% for the three months ended 31 March 2025 to 24.8% for the three months ended 31 March 2026.
21
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
10. Cash flows
The following table shows summary details of the Group's cash flows for the three months ended 31 March 2026 and 2025:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Cash flow from operating activities (a) | 187,837 | 183,023 |
| Cash flow used in investing activities (b) | (61,821) | (85,330) |
| Cash flow used in financing activities (c) | (150,578) | (29,968) |
| Net cash flow (a+b+c) | (24,562) | 67,725 |
| Cash and cash equivalents at the beginning of the period | 143,898 | 164,156 |
| Cash and cash equivalents at the end of the period | 119,336 | 231,881 |
10.1 Cash flow from operating activities
Cash flow generated by operating activities was Euro 187.8 million for the three months ended 31 March 2026, an increase of Euro 4.8 million compared to Euro 183.0 million for the three months ended 31 March 2025, and mainly related to:
- cash flow from operating activities before the changes in net working capital of Euro 211.1 million for the three months ended 31 March 2026, an increase of Euro 19.4 million compared to Euro 191.7 million for the three months ended 31 March 2025. Such increase was substantially in line with the increase in Adjusted EBITDA (which increased by Euro 15.0 million from Euro 220.5 million for the three months ended 31 March 2025 to Euro 235.5 million for the three months ended 31 March 2026) and lower non-recurring monetary costs.
-
cash outflow from net working capital of Euro 22.5 million attributable, among other things to:
-
a negative change of Euro 31.9 million related to the decrease in PREU payables as result of the trend of bets;
- a negative change of Euro 12.6 million related to higher deposit related receivables due from the ADM: considering that the payment of guaranteed deposit related receivables takes place once per year, generally during the second quarter, the first quarter is characterized by the negative impact linked to the accumulation of three months' worth of receivables due from the ADM;
- a negative change of Euro 7.8 million resulting from the payment terms of concession fees due to ADM and the trend of bets;
- cash outflow due to the change in working capital of Euro 20.4 million, which relates to the payment terms of the betting concession fee and bonus payments to employees amongst other; and
- a positive variation of Euro 54.2 million related to the increase in betting duties ("Imposta Unica") payables for sports betting. Specifically, during the first quarter of the year (in January) only the amount relating to December is paid; during the same period, however, the payable relating to three months is accumulated.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
10.2 Cash flow used in investing activities
Cash flow used in investing activities was Euro 61.8 million for the three months ended 31 March 2026, a decrease of Euro 23.5 million compared to Euro 85.3 million for the three months ended 31 March 2025. For the three months ended 31 March 2026, cash flows used in investing activities were mainly related to:
- recurring capital expenditure of Euro 24.7 million, mainly related to software development and software licensing costs, AWP cabinets and motherboards as well as the renovation of betting PoS, owned and indirect gaming halls;
- concession capital expenditure amounting to Euro 14.6 million mainly related to the renewal of Gaming Franchise concessions;
- extraordinary and growth capex of Euro 19.8 million, mainly relating to bolt-on M&A, distribution insourcing and the payment of deferred consideration relating to previous acquisitions and investments in retail network.
The following table presents a breakdown of the Group's Cash Capital Expenditures for the periods indicated and a reconciliation between cash flow from investing activities as reported in the Group's consolidated cash flow statement and Cash Capital Expenditures:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 * | |
| Recurring capex | (24,732) | (21,292) |
| Concession capex | (14,604) | (14,793) |
| Extraordinary capex | (19,783) | (25,029) |
| Of which: | ||
| - Integration | - | (9,993) |
| - Bolt-ons (including deferred consideration) | (7,099) | (14,607) |
| - Other | (12,684) | (429) |
| Deferred price Goldbet | - | (10,000) |
| Cash Capital Expenditures | (59,119) | (71,114) |
| Adjustments for: | ||
| Equity accounted investments | (1,938) | (4,155) |
| Net investments in financial assets | (764) | (10,061) |
| Cash flow from investing activities | (61,821) | (85,330) |
- For the three months ended 31 March 2025, extraordinary capex were adjusted by Euro 4.2 million relating to equity accounted investments, in order to align with the approach applied in 2026.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
The following table shows a calculation of Operating Cash Flow for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Adjusted EBITDA | 235,541 | 220,474 |
| Capital expenditures in recurring capex | (24,732) | (21,292) |
| Capital expenditures in concessions capex | (14,604) | (14,793) |
| Operating Cash Flow | 196,205 | 184,389 |
10.3 Cash flow used in financing activities
Cash flow used in financing activities amounted to Euro 150.6 million for the three months ended 31 March 2026, compared to Euro 30.0 million for the three months ended 31 March 2025 and mainly related to:
- net finance expenses paid of Euro 8.1 million, mainly related to (i) interest on the senior secured notes and (ii) finance expenses related to the revolving credit facility, amounting to Euro 0.9 million;
- payment of share buyback liabilities of Euro 132.3 million; and
- lease payments of Euro 7.5 million.
11. Group financial position
11.1 Net financial indebtedness – ESMA
The following table presents a breakdown of Net financial indebtedness – ESMA, calculated in accordance with the recommendations contained in ESMA 32-382-1138 released on 4 March 2021, for the periods indicated:
| (In thousands of Euro) | As of 31 March | |
|---|---|---|
| 2026 | 2025 | |
| A. Cash | 119,336 | 143,898 |
| B. Cash equivalent | - | - |
| C. Other current financial assets | 31,222 | 31,570 |
| D. Liquidity (A+B+C) | 150,558 | 175,468 |
| E. Current financial debt | 97,714 | 174,813 |
| F. Current portion of non-current financial debt | 104,481 | 91,499 |
| G. Current Financial Indebtedness (E+F) | 202,195 | 266,312 |
| H. Net Current Financial Indebtedness (G-D) | 51,637 | 90,844 |
| I. Non-current financial debt | 86,244 | 90,319 |
| J. Debt instruments | 1,980,231 | 1,979,460 |
| K. Non-current trade and other payables | - | - |
| L. Non-Current Financial Indebtedness (I+J+K) | 2,066,475 | 2,069,779 |
| M. Net Financial Indebtedness - ESMA (H+L) | 2,118,112 | 2,160,623 |
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
"Other current financial assets" as of 31 March 2026 mainly includes (i) cash held by operators, mainly related to cash in machines (i.e., in the hoppers and change machines) owned by Gamenet S.p.A., Lottomatica Videolot Rete S.p.A. and Big Easy S.r.l. but managed by external operators, amounting to Euro 24.3 million, and (ii) the escrow account related to the acquisition of Goldbet of Euro 5.0 million.
As of 31 March 2026, "Current financial debt" mainly relates to the payables for the share buyback and to the portion of the interest rate swap accrued as of 31 March 2026.
The items "Non-current financial debt" and "Current portion of non-current financial debt", mainly related to:
- the current liability relating to the deferred price component in connection with the acquisition of Goldbet (now GBO Italy S.p.A.), amounting to Euro 7.0 million;
- the liability relating to the acquisition of Rete Gioco Italia S.r.l., amounting to Euro 2.2 million;
- the liability relating to the acquisition of Center Game S.r.l., amounting to Euro 1.8 million;
- liabilities relating to other acquisitions, amounting in aggregate to Euro 6.2 million;
- the liability relating to the potential exercise of put options on minority interests, amounting to Euro 63.3 million;
- the liability relating to bank borrowings, amounting to Euro 2.8 million;
- the liability relating to accrued and unpaid interest on the senior secured notes issued, amounting in aggregate to Euro 32.4 million;
- the lease liability recognised pursuant to IFRS 16, amounting to Euro 74.1 million.
Debt Instruments refers to:
- the senior secured notes issued on 13 May 2025 for an aggregate principal amount of Euro 1,100 million (recognised at amortised cost of Euro 1,088.4 million as of 31 March 2026), bearing interest at a fixed annual rate of 4.875%, to be paid semi-annually, commencing on 1 November 2025 and maturing in January 2031 (the "May 2025 Notes");
- the senior secured notes issued on 29 May 2024 for a total principal nominal amount of Euro 900 million (recognized at amortized cost of Euro 891.8 million as of 31 March 2026) of which (i) Euro 500 million bearing interest at a fixed annual rate of 5.375%, to be paid semiannually, commencing on 1 December 2024 and (ii) Euro 400 million bearing interest equal to the sum of three-month EURIBOR (with a 0% floor) plus 3.250% per annum to be paid quarterly, commencing on 1 September 2024 (the "May 2024 Notes").
For further details regarding the item, see Note 9.16 to the Annual Consolidated Financial Statements.
25
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
11.2 Net Financial Debt
The following table presents a breakdown of the Net Financial Debt, as monitored by the Group, for the periods indicated:
| (In thousands of Euro) | As of 31 March | As of 31 December |
|---|---|---|
| 2026 | 2025 | |
| May 2024 Notes* | 900,000 | 900,000 |
| May 2025 Notes* | 1,100,000 | 1,100,000 |
| Buyback liabilities | 96,663 | 173,421 |
| IFRS 16 | 74,111 | 75,679 |
| Cash and cash equivalents | (119,336) | (143,898) |
| Net Financial Debt | 2,051,438 | 2,105,202 |
- Represents the nominal value of the debt.
12. Other information
12.1 Intragroup and related party transactions
The transactions that the Group has entered into with related parties, identified in accordance with the criteria defined by IAS 24 - "Related Party Disclosures", are mainly of a commercial and financial nature and are carried out at normal market conditions.
For a detailed disclosure of the transactions incurred for the three months ended 31 March 2026, please refer to the information in Note 10 to the Condensed Consolidated Interim Financial Statements.
12.2 Parent company's own shares held by it or its subsidiaries
As of 31 March 2026, the Company held 16,134,329 treasury shares, equal to 6.4% of the outstanding ordinary shares.
12.3 Foreseeable operating performance
Based on the results of the first three months of 2026 and the forecasts for the year ending 31 December 2026, the Board of Directors confirmed the guidance for the current year as reported in the consolidated directors report as of and for the year ended 31 December 2025.
Lottomatica Group S.p.A.
Interim report as of and for the three months ended 31 March 2026
13. Significant events occurring after the reporting period
For details of significant events occurring after 31 March 2026, see Note 11.3 to the Condensed Consolidated Interim Financial Statements.
Exception from the obligation to publish informative documents.
In exception from the obligation to publish informative documents in accordance with the provisions of Article 70, paragraph 8, and Article 71, paragraph 1bis, of Consob Regulation No 11971/1999 ("Issuers' Regulation"), the Company has waived its obligation under Article 70, paragraph 6, and Article 71, paragraph 1, concerning the publication of an informative document drawn up in accordance with Annex 3B of the Issuers' Regulation, in the event of significant mergers, carve out, capital increase through the contribution of assets in kind, significant acquisitions and disposals.
On behalf of the Board of Directors
Chief Executive Officer
Guglielmo Angelozzi
28
Condensed consolidated interim financial statements as of and for the three months ended 31 March 2026
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Consolidated statement of comprehensive income
| (In thousands of Euro) | Note | For the three months ended 31 March | |||
|---|---|---|---|---|---|
| 2026 | of which Related Parties (Note 10) | 2025 | of which Related Parties (Note 10) | ||
| Revenues | 8.1 | 599,975 | 24 | 584,548 | |
| Other income | 8.2 | 2,931 | 8 | 3,082 | |
| Total revenues and income | 602,906 | 587,630 | |||
| Cost of services | 8.3 | (344,996) | (679) | (345,634) | (296) |
| Personnel expenses | 8.4 | (45,036) | (5,531) | (41,115) | (3,688) |
| Other operating costs | 8.5 | (8,317) | (25) | (10,905) | |
| Depreciation, amortization and impairments | 8.6 | (69,805) | (64,932) | ||
| Impairment of receivables and financial assets | 8.7 | 23 | (9,937) | ||
| Other (accruals) / releases | 8.7 | 700 | 68 | ||
| Finance income | 8.8 | 262 | 1 | 670 | |
| Finance expenses | 8.8 | (34,391) | (38,240) | ||
| Share of profit / (loss) of equity accounted investments | (185) | 205 | |||
| Profit before tax | 101,161 | 77,810 | |||
| Income tax expense | 8.9 | (31,830) | (26,269) | ||
| Net profit for the period | 69,331 | 51,541 | |||
| Net profit for the period attributable to non-controlling interests | 2,874 | 1,255 | |||
| Net profit for the period attributable to the owners of the parent | 66,457 | 50,286 | |||
| Earning per share – Base and Diluted (in Euro) | 0.28 | 0.20 | |||
| (In thousands of Euro) | Note | For the three months ended 31 March | |||
| --- | --- | --- | --- | --- | |
| 2026 | of which Related Parties (Note 10) | 2025 | |||
| Net profit for the period | 69,331 | 51,541 | |||
| Actuarial gains and losses on employee benefit liabilities | (1,086) | 469 | |||
| Fiscal effect on actuarial gains and losses on employee benefit liabilities | 261 | (113) | |||
| Other items that will not be classified to profit or loss | (825) | 356 | |||
| Gains / (losses) on hedging derivatives | 4,243 | 474 | |||
| Fiscal effect on gains / (losses) on hedging derivatives | (1,018) | (113) | |||
| Gains / (losses) on conversion of financial statements of the foreign companies | (25) | - | |||
| Other items that will be classified to profit or loss | 3,200 | 361 | |||
| Total comprehensive profit | 71,706 | 52,258 | |||
| Total comprehensive profit attributable to non-controlling interests | 2,874 | 1,255 | |||
| Total comprehensive profit attributable to the owners of the parent | 68,832 | 51,003 |
(The attached notes form an integral part of these condensed consolidated interim financial statements)
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Consolidated statement of financial position
| (In thousands of Euro) | Note | As of 31 March | As of 31 December | ||
|---|---|---|---|---|---|
| 2026 | of which Related Parties (Note 10) | 2025 | of which Related Parties (Note 10) | ||
| Intangible assets | 9.1 | 730,034 | 745,448 | ||
| Goodwill | 9.2 | 2,085,262 | 2,080,855 | ||
| Property, plant and equipment | 9.3 | 153,518 | 1,877 | 160,397 | 1,768 |
| Right of use | 9.4 | 68,103 | 69,181 | ||
| Investment property | 402 | 408 | |||
| Non-current financial assets | 9.6 | 1,902 | 100 | 1,202 | |
| Equity accounted investments | 9.5 | 15,812 | 14,825 | ||
| Non-current trade receivables | 9.7 | 3,083 | 3,171 | ||
| Deferred tax assets | 366 | 781 | |||
| Other non-current assets | 9.8 | 14,232 | 17,986 | ||
| Total non-current assets | 3,072,714 | 3,094,254 | |||
| Inventories | 1,486 | 1,630 | |||
| Current trade receivables | 9.7 | 65,637 | 60 | 74,070 | 44 |
| Current financial assets | 9.6 | 31,222 | 2 | 31,570 | |
| Tax receivables | 142 | 268 | |||
| Other current assets | 9.8 | 170,670 | 157,179 | ||
| Cash and cash equivalents | 9.9 | 119,336 | 143,898 | ||
| Total current assets | 388,493 | 408,615 | |||
| Total assets | 3,461,207 | 3,502,869 | |||
| Share capital | 9.10 | 10,000 | 10,000 | ||
| Other reserves | 9.10 | 53,937 | 109,225 | ||
| Retained earnings | 9.10 | 276,830 | 205,845 | ||
| Total shareholders' equity attributable to the owners of the parent | 340,767 | 325,070 | |||
| Equity attributable to non-controlling interests | 9.10 | 55,436 | 52,418 | ||
| Total shareholders' equity | 396,203 | 377,488 | |||
| Employee benefit liabilities | 28,018 | 27,753 | |||
| Non-current financial liabilities | 9.11 | 2,066,475 | 2,069,779 | ||
| Non-current trade payables | 9.14 | 1 | - | ||
| Provisions for risks and charges | 9.12 | 41,804 | 41,135 | ||
| Deferred tax liabilities | 121,520 | 126,077 | |||
| Other non-current liabilities | 9.13 | 30,032 | 34,651 | ||
| Total non-current liabilities | 2,287,850 | 2,299,395 | |||
| Current financial liabilities | 9.11 | 202,195 | 266,312 | ||
| Current trade payables | 9.14 | 119,475 | 762 | 131,130 | 940 |
| Tax payables | 67,633 | 31,095 | |||
| Other current liabilities | 9.13 | 387,851 | 993 | 397,449 | 3,241 |
| Total current liabilities | 777,154 | 825,986 | |||
| Total equity and liabilities | 3,461,207 | 3,502,869 |
(The attached notes form an integral part of these condensed consolidated interim financial statements)
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Consolidated statement of cash flows
| (In thousands of Euro) | Note | For the three months ended 31 March | ||
|---|---|---|---|---|
| 2026 | of which Related Parties (Note 10) | 2025 | ||
| INDIRECT METHOD | ||||
| Profit before tax | 101,161 | 77,810 | ||
| Reconciliation of profit before tax with cash flow from operating activities: | ||||
| Depreciation, Amortization and Impairment | 8.6 | 69,805 | 64,932 | |
| Accruals and write-downs for impairment losses | 8.7 | (723) | 9,869 | |
| Other accruals | 8.4 | (674) | 907 | |
| Share of (profit) / loss of equity accounted investments | 185 | (205) | ||
| Net finance expenses | 8.8 | 33,122 | (1) | 36,476 |
| Leasing financial expenses | 8.8 | 1,007 | 1,094 | |
| Other adjustments for non-monetary items | 7,192 | 818 | ||
| Cash flow from operating activities before changes in net working capital | 211,075 | 191,701 | ||
| Changes in net working capital | ||||
| Decrease / (Increase) in inventories | 106 | (439) | ||
| Decrease / (Increase) in trade receivables | 9.7 | 7,891 | 8 | 3,374 |
| Increase / (Decrease) in trade payables | 9.14 | (7,587) | (882) | (5,546) |
| Other changes in net working capital | 9.8-9.13 | (22,904) | (5,719) | (5,984) |
| Cash flow from changes in net working capital | (22,494) | (8,595) | ||
| Accruals to employee benefits and provisions for risks and charges | 9.12 | (744) | (83) | |
| Cash flow from operating activities (a) | 187,837 | 183,023 | ||
| Cash flow from investing activities | ||||
| Investments: | (52,021) | (46,507) | ||
| - intangible assets | 9.1 | (39,601) | (29,770) | |
| - property, plant and equipment | 9.3 | (12,420) | (109) | (16,737) |
| Investments in equity accounted investments | (1,938) | (4,155) | ||
| Net investment in financial assets | 9.6 | (764) | (10,061) | |
| Deferred purchase consideration for acquisition of subsidiaries/business units | 9.11 | (9,872) | (13,830) | |
| Acquisition net of cash and cash equivalents | 9.11 | 2,774 | (10,777) | |
| Cash flow from investing activities (b) | (61,821) | (85,330) | ||
| Cash flow from financing activities | ||||
| Net finance expenses including RCF | 9.11 | (8,104) | (21,809) | |
| Lease payment | 9.11 | (7,456) | (6,825) | |
| Repayment of other bank liabilities | 9.11 | (654) | (560) | |
| Share buyback | 9.10 | (132,257) | - | |
| Transactions with minorities | 9.10 | (1,807) | 153 | |
| Dividends paid | 9.10 | (300) | (927) | |
| Cash flow from financing activities (c) | (150,578) | (29,968) | ||
| Net Cash flow (a+b+c) | (24,562) | 67,725 | ||
| Cash and cash equivalents at the beginning of the period | 9.9 | 143,898 | 164,156 | |
| Cash and cash equivalents at the end of the period | 9.9 | 119,336 | 231,881 |
(The attached notes form an integral part of these condensed consolidated interim financial statements)
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Consolidated statement of changes in equity
| (In thousands of Euro) | Note | Share capital | Legal Reserve | Share premium reserve | Treasury shares | Other Reserves | Total Other Reserves | Retained Earnings/ (Losses) | Total Shareholders' Equity Attributable to Owners of the Parent | Equity Attributable to Minority Interests | Total Shareholders' Equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| As of 31 December 2024 | 9.10 | 10,000 | 10 | 368,408 | - | 37,541 | 405,959 | 102,010 | 517,969 | 47,534 | 565,503 |
| Net profit for the period | - | - | - | - | - | - | 50,286 | 50,286 | 1,255 | 51,541 | |
| Other items of comprehensive income | - | - | - | - | - | - | 717 | 717 | - | 717 | |
| Total comprehensive income | - | - | - | - | - | - | 51,003 | 51,003 | 1,255 | 52,258 | |
| Allocation of previous year results and dividends distribution | - | - | - | - | - | - | - | - | (400) | (400) | |
| Stock options | - | - | - | - | - | - | 557 | 557 | - | 557 | |
| Other changes in equity including transactions with minorities | - | - | - | - | - | - | - | - | 154 | 154 | |
| As of 31 March 2025 | 9.10 | 10,000 | 10 | 368,408 | - | 37,541 | 405,959 | 153,570 | 569,529 | 48,543 | 618,072 |
| (In thousands of Euro) | Note | Share capital | Legal Reserve | Share premium reserve | Treasury shares | Other Reserves | Total Other Reserves | Retained Earnings/ (Losses) | Total Shareholders' Equity Attributable to Owners of the Parent | Equity Attributable to Minority Interests | Total Shareholders' Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As of 31 December 2025 | 9.10 | 10,000 | 2,000 | 368,408 | (298,724) | 37,541 | 109,225 | 205,845 | 325,070 | 52,418 | 377,488 |
| Net profit for the period | - | - | - | - | - | - | 66,457 | 66,457 | 2,874 | 69,331 | |
| Other items of comprehensive income | - | - | - | - | - | - | 2,375 | 2,375 | - | 2,375 | |
| Total comprehensive income | - | - | - | - | - | - | 68,832 | 68,832 | 2,874 | 71,706 | |
| Allocation of previous year results and dividends distribution | - | - | - | - | - | - | - | - | (300) | (300) | |
| Share buyback | - | - | - | (55,288) | - | (55,288) | - | (55,288) | - | (55,288) | |
| Stock options | - | - | - | - | - | - | 4,220 | 4,220 | - | 4,220 | |
| Other changes in equity including transactions with minorities | - | - | - | - | - | - | (2,067) | (2,067) | 444 | (1,623) | |
| As of 31 March 2026 | 9.10 | 10,000 | 2,000 | 368,408 | (354,012) | 37,541 | 53,937 | 276,830 | 340,767 | 55,436 | 396,203 |
(The attached notes form an integral part of these condensed consolidated interim financial statements)
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Explanatory notes to the condensed consolidated interim financial statements as of and for the three months ended 31 March 2026
1. General information
1.1 Introduction
Lottomatica Group S.p.A. (hereinafter 'the "Company" or the "Parent" and together with its subsidiaries the "Group") is a company incorporated on 15 October 2019 and domiciled in Italy with registered offices in Rome, Via degli Aldobrandeschi, 300, organized under the laws of the Republic of Italy. The share capital of the Company amounts to Euro 10,000,000, divided into 251,630,412 ordinary shares without nominal value. The Company is listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A., since 3 May 2023. In 2025, the Company was also included in the STOXX Europe 600 Index (SXXP), a stock index comprising 600 leading European companies, and in the FTSE MIB index, which includes the top 40 Italian companies by market capitalization and stock liquidity.
The Group offers a diversified product range spread across three operating segments: (i) online betting and gaming (Online); (ii) betting and gaming through the retail network (Sports Franchise); and (iii) management of the AWPs (amusement with prize machines) and VLTs (video lottery terminals) entertainment device networks and management of owned gaming halls and AWPs (Gaming Franchise).
These condensed consolidated interim financial statements as of and for the three months ended 31 March 2026 (hereinafter the "Condensed Consolidated Interim Financial Statements") were approved by the Company's Board of Directors on 5 May 2026.
2. Basis of preparation and accounting policies
2.1 Basis of preparation
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with the IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (hereafter, "EU IFRS Accounting Standards") in force as of 31 March 2026.
The designation "EU IFRS Accounting Standards" includes all "IFRS Accounting Standards", all "International Accounting Standards" ("IAS® Standards") and all interpretations of the IFRS Interpretations Committee ("IFRIC® Interpretations"), formerly the Standing Interpretations Committee
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
("SIC® Interpretations"), adopted as of the reporting date, by the European Union in accordance with the procedures provided for in Regulation No. 1606/2002 of the European Parliament and of the Council of 19 July 2002.
These Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting (hereinafter "IAS 34"). IAS 34 allows entities to prepare condensed financial statements that include less information at interim dates than that foreseen by EU IFRS Accounting Standards. The Condensed Consolidated Interim Financial Statements should therefore be read together with the annual consolidated financial statements as of and for the year ended 31 December 2025 approved by the Board of Directors on 2 March 2026 (the "Annual Consolidated Financial Statements").
The Condensed Consolidated Interim Financial Statements:
- have been prepared on a going concern basis, as management has confirmed the absence of financial, operational or other indicators that may suggest an inability on the part of the Group to meet its obligations in the foreseeable future and, in particular, during the 12 months following the reporting date;
- have been prepared and are presented in Euro, the main currency in which Group companies operate. Unless otherwise specified, all amounts in this document are expressed in thousands of Euro (Euro '000);
- include the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in equity and the notes to the consolidated financial statements.
The Group operates in an industry characterized by a business model in which collections precede payments. This dynamic, also considering the strong cash generation, allows the Group to manage its finances efficiently and utilize cash and cash equivalents for payments also related to non-recurring transactions which may determine temporary situations, such as those at 31 March 2026, in which current assets may be lower than current liabilities.
The recognition, classification and measurement criteria and accounting policies adopted in preparing the Condensed Consolidated Interim Financial Statements are the same as those adopted in preparing the Annual Consolidated Financial Statements to which reference is made.
The Group has not opted for early adoption of any standards, interpretations or amendments issued but not yet effective.
Starting from 2024, the Group falls within the scope of application of the Pillar 2/GloBE rules. Specifically, these rules came into effect in Italy on 1 January 2024 as a result of Legislative Decree No. 209/2023 implementing Directive No. 2523/2022/EU. The Pillar 2 rules provide that entities which are part of the Group (wherever located) shall be subject to a level of effective income taxation of at least 15%, to be determined on the basis of a structured count based on aggregate accounting and tax data by country. In case the level of taxation in a certain country is less than 15%, this results in the application of supplementary taxation (so-called "Top-Up Tax") up to that 15% level.
As required by the accounting standard IAS 12 (in particular, by the "Amendments to IAS 12 Income Taxes-International Tax Reform-Pillar Two Model Rules"), the Group has performed an analysis, in order to identify the scope of application and the potential impact of this new legislation on the jurisdictions of
34
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
its scope of consolidation, also making use of the so-called transitional safe harbours applicable in the three-year period 2024-2026 (so-called transitional period) as provided by the OECD guidelines.
Based on the information available as of the date of these Condensed Consolidated Interim Financial Statements, the Company qualifies as the "Ultimate Parent Entity" of the Group for Pillar Two purposes. In its capacity as Ultimate Parent Entity, the Company has performed analyses in relation to the Pillar Two rules for the fiscal years from 2023 to 2025 (based on the information available as of the reporting date). As no Top-up Tax liability has arisen in any of the jurisdictions in which the Group operates for any of the aforementioned fiscal years, based on the information currently available, and as there are presently no material discontinuities between those fiscal years and fiscal year 2026, management does not currently expect any significant impacts from the application of the Pillar Two legislation in respect of the first three months of 2026.
2.2 Scope and principles of consolidation
There have been no changes in the consolidation criteria and methods adopted compared to what was reported in the Annual Consolidated Financial Statements. The Group's scope of consolidation has changed compared to the Annual Consolidated Financial Statements as a result of:
- the acquisition of Center Game S.r.l., for which please refer to Note 7.1;
- the deconsolidation of Bakoo S.p.A. with effect from 1 January 2026;
- the increase in the equity interest in Giocanline S.r.l. following the acquisition of an additional 5% of its share capital.
Please refer to Appendix A to these Condensed Consolidated Interim Financial Statements for the list of companies included in the scope of consolidation as of 31 March 2026.
2.3 Use of accounting estimates
The accounting principles, policies and valuation estimates adopted are consistent with those used in the preparation of the Annual Consolidated Financial Statements.
As of 31 March 2026, there were no changes in the application of estimates and assumptions by the management compared to the Annual Consolidated Financial Statements.
35
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
2.4 Recently issued accounting standards
2.4.1 Accounting standards, amendments effective from 1 January 2026
The following list illustrates the new standards and interpretations approved by the IASB, endorsed by the EU and applied since 1 January 2026:
| Endorsed by the EU | Effective date | |
|---|---|---|
| Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) | YES | Accounting periods beginning on or after January 1, 2026 |
| Annual Improvements Volume 11 (issued on 18 July 2024) | YES | Accounting periods beginning on or after January 1, 2026 |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) | YES | Accounting periods beginning on or after January 1, 2026 |
The adoption of these amendments did not have significant impacts on the Condensed Consolidated Interim Financial Statements.
2.4.2 Accounting standards, amendments and interpretations not yet endorsed by the EU
As of the date of approval of the Condensed Consolidated Interim Financial Statements, the following standards and amendments had not yet been endorsed by the EU:
| Endorsed by the EU | Effective date | |
|---|---|---|
| IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) | NO | Accounting periods beginning on or after 1 January 2027 |
| Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 21 August 2025) | NO | Accounting periods beginning on or after 1 January 2027 |
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (issued on 13 November 2025) | NO | Accounting periods beginning on or after 1 January 2027 |
The Group is evaluating the effects that the application of the aforementioned principles could have on its Consolidated Financial Statements; however, management do not expect significant impact from their adoption.
36
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
2.4.3 Accounting standards endorsed by the EU, but not yet applicable
At the approval date of the Condensed Consolidated Interim Financial Statements, the competent bodies of the European Union have approved the following principles and amendments, but they have not yet been adopted by the Group:
| Endorsed by the EU | Effective date | |
|---|---|---|
| IFRS 18 — Presentation and Disclosure in Financial Statements (issued on 9 April 2024) | YES | Accounting periods beginning on or after January 1, 2027 |
Management is currently assessing the potential impacts that the introduction of IFRS 18 would have on the Consolidated Financial Statements, with specific reference to the presentation of the Group's consolidated income statement, the consolidated statement of cash flows, and the additional disclosures required in respect of management performance measures (MPMs), as well as the impact on the presentation of some information in financial statements. Other than changes mentioned above, the adoption of the standard under review is not expected to affect the Group's financial position, results or cash flows.
Application is effective from 1 January 2027; in accordance with IAS 34, the entity will be required to present its consolidated income statement in compliance with the requirements of IFRS 18 starting from first quarter of 2027.
3. Management of financial risks
As of 31 March 2026, there were no changes in the financial risks disclosed in the Annual Consolidated Financial Statements.
4. Seasonality or cyclical aspect of interim transactions
The Group's activities show no significant seasonal or cyclical variations.
5. Financial assets and liabilities by category
Financial assets and liabilities, other than derivative financial instruments, are initially recognized at fair value and subsequently measured at amortized cost, calculated using the effective interest method. Except in the case of the notes, the fair values of such instruments do not differ materially from their book values as they were short-term or valued at market rates and, consequently, their fair value is deemed to be substantially in line with their book value.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
As of the reporting date, the fair values of the senior secured notes issued on 29 May 2024 and on 13 May 2025 amounted to Euro 912.1 million and Euro 1,111.2 million, respectively.
The following table shows the financial instruments measured at fair value according to the valuation technique used:
| (In thousands of Euro) | Level 1 | Level 2 | Level 3 | As of 31 March 2026 |
|---|---|---|---|---|
| Derivative financial instruments assets | - | 27 | - | 27 |
| Derivative financial instruments liabilities | - | (935) | - | (935) |
| Put options | - | - | (63,308) | (63,308) |
| Total | - | (908) | (63,308) | (64,216) |
| (In thousands of Euro) | Level 1 | Level 2 | Level 3 | As of 31 December 2025 |
| --- | --- | --- | --- | --- |
| Derivative financial instruments assets | - | 3 | - | 3 |
| Derivative financial instruments liabilities | - | (5,694) | - | (5,694) |
| Put options | - | - | (60,372) | (60,372) |
| Total | - | (5,691) | (60,372) | (66,063) |
During the reporting periods, the Group did not make any changes to the valuation techniques used in determining the fair value of financial instruments.
6. Operating segments
The Group operates in the following operating segments: (i) online betting and gaming ("Online"); (ii) betting and gaming through the retail network ("Sports Franchise"); and (iii) concessionary activities relating to the product lines: (a) amusement with prize machines (AWP), (b) video lottery terminals (VLT), and (c) management of owned gaming halls and AWPs (Retail & Street Operations) ("Gaming Franchise").
Operating segments are monitored based on: (i) total revenues and income for reportable segment and (ii) Adjusted EBITDA for reportable segment. Adjusted EBITDA is defined as net profit for the period adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) depreciation, amortization and impairments; (vi) Adjusted EBITDA, (as defined herein), of equity accounted investments in which the Group holds an interest of more than 50% or financial instruments that, if exercised, enable the Group to obtain control (excluding companies that have not yet commenced operations), and/or of businesses disposed of or in the process of disposal; (vii) costs related to M&A, advisory and international activities; (viii) integration costs (including expenses on corporate restructuring, redundancy and higher costs incurred in relation to renegotiated operating contracts); (ix) other income and expenses that, in view of their nature, are not reasonably expected to recur in future periods. Management believes that the aforementioned indicators provide a good indication of the performance of the Group's operating segments.
The following table provides details of Group operating segments for the three months ended 31 March 2026 and 2025 analyzed by the Group's management.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
| (In thousands of Euro) | Online | Sports Franchise | Gaming Franchise | Total reportable segment | ||||
|---|---|---|---|---|---|---|---|---|
| Mar '26 | Mar '25 | Mar '26 | Mar '25 | Mar '26(a) | Mar '25 | Mar '26 | Mar '25 | |
| Revenues toward third parties(b) | 264,748 | 239,816 | 142,438 | 150,410 | 195,073 | 195,511 | 602,259 | 585,737 |
| Other income toward third parties | 457 | 553 | 1,089 | 787 | 1,926 | 2,088 | 3,472 | 3,428 |
| Intersegment Revenues and Other income | 4,519 | 3,278 | 1,350 | 929 | 2,817 | 2,492 | 8,686 | 6,699 |
| Total Revenues and income | 269,724 | 243,647 | 144,877 | 152,126 | 199,816 | 200,091 | 614,417 | 595,864 |
| Adjusted EBITDA(c) | 152,184 | 128,474 | 35,041 | 45,650 | 48,316 | 46,350 | 235,541 | 220,474 |
| Adjusted EBITDA Margin(d) | 57.5% | 53.6% | 24.6% | 30.4% | 24.8% | 23.7% | 39.1% | 37.6% |
a) Includes the results of the Cristaltec group, in line with the approach adopted by management to monitor the results of the operating segments.
b) Revenues toward third parties in Gaming Franchise operating segment were as follows: (i) Euro 73,589 thousand for the three months ended 31 March 2026 related to the AWP product line (Euro 70,873 thousand for the three months ended 31 March 2025), (ii) Euro 107,052 thousand for the three months ended 31 March 2026 related to the VLT product line (Euro 109,270 thousand for the three months ended 31 March 2025), and (iii) Euro 14,432 thousand for the three months ended 31 March 2026 related to the Retail and Street Operations product line (Euro 15,368 thousand for the three months ended 31 March 2025).
c) The main cost component for the determination of Adjusted EBITDA relates to costs for distribution network compensation, which amounted to approximately Euro 61.8 million for Online operating segment for the three months ended 31 March 2026 (Euro 66.1 million for the three months ended 31 March 2025), Euro 86.8 million for the Sport Franchise operating segment for the three months ended 31 March 2026 (Euro 83.5 million for the three months ended 31 March 2026) and Euro 89.7 million for the Gaming Franchise operating segment for the three months ended 31 March 2026 (Euro 90.4 million for the three months ended 31 March 2025). The total amount was Euro 236.6 million for the three months ended 31 March 2026 (Euro 238.7 million for the three months ended 31 March 2025), net of intragroup costs of approximately Euro 1.8 million for the three months ended 31 March 2026 (Euro 1.3 million for the three months ended 31 March 2025).
d) Adjusted EBITDA Margin defined as Adjusted EBITDA / Revenues toward third parties.
The following table shows the reconciliation of total revenue for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Total Revenues and Other income for reportable segment | 614,417 | 595,864 |
| Elimination of intersegment revenues | (8,686) | (6,699) |
| Elimination of revenues and other income from equity accounted investments | (2,825) | (1,535) |
| Consolidated Revenues and income | 602,906 | 587,630 |
The following table shows the reconciliation of Adjusted EBITDA for the periods indicated:
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Total Adjusted EBITDA for reportable segment | 235,541 | 220,474 |
| Elimination of Adjusted EBITDA from equity accounted investments and/or of businesses disposed of or in the process of disposal | (428) | (936) |
| Costs not included in Adjusted EBITDA | (29,833) | (39,431) |
| of which: | ||
| - monetary | (25,729) | (29,746) |
| - non monetary | (4,104) | (9,685) |
| Depreciation, amortization and impairments | (69,805) | (64,932) |
| Finance income | 262 | 670 |
| Finance expenses | (34,391) | (38,240) |
| Share of profit/(loss) of equity accounted investments | (185) | 205 |
| Profit before tax | 101,161 | 77,810 |
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
7. Business combinations and acquisition of businesses
The acquisitions made during the three months ended 31 March 2026 are briefly described below.
7.1 Acquisition of Center Game S.r.l.
On 1 January 2026, Ricreativo B S.p.A. finalized the acquisition of 60% of the share capital of Center Game S.r.l., a company operating in the management and maintenance of AWP gaming machines. The consideration for the acquisition amounted to Euro 3.6 million. Of this amount, Euro 1.8 million was paid on the acquisition completion date, Euro 1.2 million will be paid by 4 January 2027, while the remaining amount, equal to Euro 0.6 million, will be settled by 2028 upon the occurrence of certain conditions.
The aforementioned acquisition resulted in increased revenues of Euro 0.6 million, while it did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 March 2026. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 1 January 2026, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group.
The assets and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 2.6 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value at acquisition date | Purchase price allocation at acquisition date | Fair Value at acquisition date |
|---|---|---|---|
| Intangible assets | 155 | - | 155 |
| Property, plant and equipment | 714 | - | 714 |
| Right of use | 673 | - | 673 |
| Financial assets | 207 | - | 207 |
| Inventories | 1 | - | 1 |
| Other assets | 361 | - | 361 |
| Cash and cash equivalents | 5,535 | - | 5,535 |
| Deferred tax liabilities net | (87) | - | (87) |
| Employee benefit | (523) | - | (523) |
| Financial liabilities | (2,876) | - | (2,876) |
| Trade payables | (24) | - | (24) |
| Tax payables | (15) | - | (15) |
| Other liabilities | (2,444) | - | (2,444) |
| Net acquired assets (liabilities) (A) | 1,677 | - | 1,677 |
| Equity attributable to non-controlling interests (B) | 671 | - | 671 |
| Purchase price (C) | 3,563 | - | 3,563 |
| Goodwill (C) - (A) + (B) | 2,557 | - | 2,557 |
As of the date of preparation of this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | |
|---|---|
| Consideration paid as of 31 March 2026 | (1,772) |
| Cash and cash equivalents at acquisition date | 5,535 |
| Net cash flow from acquisition as of 31 March 2026 | 3,763 |
7.2 Acquisition of businesses
As part of the distribution insourcing strategy mainly relating to the Gaming Franchise segment, the assets acquired and liabilities assumed through acquisitions of business units for the three months ended 31 March 2026 are summarized below:
| (In thousands of Euro) | Fair Value at acquisition date |
|---|---|
| Property, plant and equipment | 347 |
| Employee benefit | (16) |
| Trade payables | (417) |
| Other liabilities | (12) |
| Net acquired assets (liabilities) (A) | (98) |
| Purchase price (B) | 1,753 |
| Goodwill (B) - (A) | 1,851 |
The difference between the purchase price and the fair value of the net assets acquired was recognized as goodwill mainly allocated to the Gaming Franchise segment. As of 31 March 2026, the cash flow relating to the total consideration paid for the acquisition of the businesses amounted to Euro 1.0 million.
41
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
8. Notes to the consolidated statement of comprehensive income
8.1 Revenues
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Online | 264,748 | 239,816 |
| Sports Franchise | 142,438 | 150,410 |
| Gaming Franchise | 195,073 | 195,511 |
| Total Revenues for reportable segment | 602,259 | 585,737 |
| Elimination of revenues from equity accounted investments | (2,284) | (1,189) |
| Total | 599,975 | 584,548 |
"Revenues"¹³ amounted to Euro 600.0 million for the three months ended 31 March 2026, an increase of Euro 15.5 million compared to Euro 584.5 million for the three months ended 31 March 2025. The increase was mainly due to the growth of the Online operating segment, partially offset by an unfavourable sports betting payout recorded in the first three months of 2026 compared to the same period of the previous year, particularly in the Sports Franchise operating segment.
8.2 Other income
"Other income" amounted to Euro 2.9 million for the three months ended 31 March 2026 (Euro 3.1 million for the three months ended 31 March 2025) and mainly included: (i) income from services and re-charge to the sales point operators of the Gaming Franchise and Sports Franchise network; (ii) income from the re-sale of consumables and provision of services in halls; (iii) income from the transfer to the supply-chain of costs incurred in relation to the acquisition of AWP NOE and NOD concession agreements; and (iv) income from compensation, indemnification and income from other operations.
¹³ Revenues from contracts with customers amounted to Euro 427 million for the three months ended 31 March 2026 and were recognised at a point in time.
42
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
8.3 Cost of services
The following table provides a breakdown of "Cost of services":
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Distribution network compensation | (236,580) | (238,790) |
| Fee on gaming platform licenses | (34,628) | (33,556) |
| Bank and insurance expenses | (16,352) | (14,373) |
| Concession Fee | (13,675) | (16,001) |
| Marketing and advertising | (10,911) | (11,359) |
| Utility costs, postal and logistics costs, security services | (5,354) | (6,109) |
| Technical assistance and network management | (5,120) | (4,817) |
| Tax, administrative and legal consultancy costs | (3,982) | (3,791) |
| Data transmission | (3,714) | (2,316) |
| Leases and rentals | (3,073) | (4,051) |
| Pay-TV | (1,913) | (1,607) |
| Board of Directors remunerations and costs | (1,196) | (964) |
| Other | (8,498) | (7,900) |
| Total | (344,996) | (345,634) |
Cost of services amounted to Euro 345.0 million for the three months ended 31 March 2026, a decrease of Euro 0.6 million compared to Euro 345.6 million for the three months ended 31 March 2025.
8.4 Personnel expenses
The following table provides a breakdown of "Personnel expenses":
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Remuneration | (28,835) | (28,423) |
| Social security contributions | (8,815) | (8,867) |
| Other personnel costs | (7,386) | (3,825) |
| Total | (45,036) | (41,115) |
Personnel expenses amounted to Euro 45.0 million for the three months ended 31 March 2026, an increase of Euro 3.9 million compared to Euro 41.1 million for the three months ended 31 March 2025. The increase was due to estimated costs related to the formalization of settlement agreements with the employees of the Serbian branch of PWO S.p.A. under liquidation, as well as to higher costs relating to the stock option plan.
It should be noted that the item does not include capitalized personnel expenses related to the development of internal software, amounting to Euro 4.4 million for the three months ended 31 March 2026 (Euro 5.0 million for the three months ended 31 March 2025).
43
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
The item also includes the charge related to the long-term incentive plan amounting to Euro 4.2 million for the three months ended 31 March 2026 (Euro 0.6 million for the three months ended 31 March 2025).
The following table shows Group employee numbers by category:
| Number as of 31 March 2026 | Average number for the three months ended 31 March 2026 | Number as of 31 March 2025 | Average number for the three months ended 31 March 2025 | |
|---|---|---|---|---|
| Executives | 55 | 55 | 59 | 59 |
| Middle managers | 233 | 236 | 231 | 232 |
| White collar | 1,577 | 1,574 | 1,577 | 1,587 |
| Blue collar | 316 | 321 | 392 | 406 |
| Foreign employees | 344 | 361 | 401 | 383 |
| Total | 2,525 | 2,547 | 2,660 | 2,667 |
8.5 Other operating costs
The following table provides a breakdown of "Other operating costs":
| For the three months ended 31 March | ||
|---|---|---|
| (In thousands of Euro) | 2026 | 2025 |
| Purchase of goods and other purchases | (2,672) | (3,758) |
| Taxes and sundry duties | (1,790) | (2,767) |
| Fines, penalties and losses on receivables | (1,288) | (178) |
| Entertainment expenses | (1,036) | (786) |
| Other expenses | (1,531) | (3,416) |
| Total | (8,317) | (10,905) |
The change was mainly due to the lower contribution made to Fondazione Lottomatica in 2026 compared with the same period of the previous year.
8.6 Depreciation, amortization and impairments
The following table provides a breakdown of "Depreciation, amortization and impairments":
| For the three months ended 31 March | ||
|---|---|---|
| (In thousands of Euro) | 2026 | 2025 |
| Amortization of intangible assets | (50,109) | (47,394) |
| of which purchase price allocation | (17,125) | (18,424) |
| Depreciation of property, plant and equipment | (13,660) | (12,014) |
| Depreciation of investment property | (7) | (7) |
| Depreciation of right of use | (6,029) | (5,517) |
| Total | (69,805) | (64,932) |
For further details regarding movements in intangible assets, property, plant and equipment and rights of use, please refer to Note 9.1, 9.3 and 9.4, respectively.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
8.7 Impairment of receivables and financial assets and other accruals
The following table provides a breakdown of "Impairment of receivables and financial assets" and "Other accruals":
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| (Provision) / release for impairment of receivables and financial assets | 23 | (9,937) |
| (Provision) / release for risks and charges | 700 | 68 |
| Total | 723 | (9,869) |
Provisions are stated net of releases.
For further details regarding movements in the "Provision for impairment of receivables and financial asset" see Notes 9.7 and 9.12.
8.8 Net finance expenses
The following table provides a breakdown of "Net finance expenses":
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Other interest income | 262 | 670 |
| Total finance income | 262 | 670 |
| Interest expense on May 2025 Notes | (13,406) | - |
| Interest expense on May 2024 Notes | (9,976) | (10,833) |
| Interest expense on December 2023 Notes | - | (4,987) |
| Interest expense on June 2023 Notes | - | (10,064) |
| Amortized cost on May 2025 Notes | (390) | - |
| Amortized cost on May 2024 Notes | (353) | (329) |
| Amortized cost on December 2023 Notes | - | (394) |
| Amortized cost on June 2023 Notes | - | (528) |
| IRS interest expense | (1,912) | (5,402) |
| Commission on sureties | (1,532) | (1,634) |
| Interest expense on Revolving Loan | (1,055) | (1,491) |
| Leasing interest expense | (1,007) | (1,094) |
| Other interest expense | (4,760) | (1,484) |
| Total finance expenses | (34,391) | (38,240) |
| Net finance expenses | (34,129) | (37,570) |
"Net finance expenses" amounted to Euro 34.1 million for the three months ended 31 March 2026, a decrease of Euro 3.5 million compared to Euro 37.6 million for the three months ended 31 March 2025.
45
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
The change was mainly due to lower interest expenses and amortized costs on senior secured notes of Euro 6.5 million, partially offset by an increase in "Other financial expenses" for Euro 3.3 million, mainly due to higher interest arising from the discounting of the liability related to the renewal of concessions and on put options, amounting to Euro 2.6 million.
8.9 Income tax expense
The following table provides a breakdown of "Income tax expense":
| For the three months ended 31 March | ||
|---|---|---|
| (In thousands of Euro) | 2026 | 2025 |
| Current taxes | (36,764) | (28,889) |
| Deferred taxes Purchase price allocation | 4,748 | 5,316 |
| Deferred taxes | 186 | (2,696) |
| Total | (31,830) | (26,269) |
Lottomatica Group S.p.A., the current Italian parent company, has opted, as the consolidating entity, for the national tax consolidation regime with the controlled companies that meet the requirements for participation in the Group's taxation.
46
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
9. Notes to the consolidated statement of financial position
9.1 Intangible assets
The following table provides a breakdown of "Intangible assets" and movements during the periods under review:
| (In thousands of Euro) | Software | Concessions | Trademarks | Assets under development and other intangible | Network Relationship | Total |
|---|---|---|---|---|---|---|
| Cost as of 31 December 2025 | 178,029 | 363,934 | 266,425 | 95,805 | 513,221 | 1,417,414 |
| Accumulated amortization as of 31 December 2025 | (100,158) | (255,227) | (75,289) | (58,775) | (182,517) | (671,966) |
| Net book amount as of 31 December 2025 | 77,871 | 108,707 | 191,136 | 37,030 | 330,704 | 745,448 |
| Additions | 3,509 | 8 | - | 32,327 | - | 35,844 |
| Business combination: | ||||||
| Center Game | - | - | 155 | - | - | 155 |
| Bakoo disposal | (817) | - | - | (433) | - | (1,250) |
| Amortization for the period | (6,622) | (19,215) | (4,431) | (7,400) | (12,441) | (50,109) |
| of which purchase price allocation | ||||||
| Gamenet group | (312) | - | (1,203) | - | (978) | (2,493) |
| IGT business | - | - | (1,598) | - | (3,159) | (4,757) |
| Gioconline | - | - | - | - | (244) | (244) |
| Marim | - | - | - | - | (96) | (96) |
| Betflag | - | - | (718) | - | (2,992) | (3,710) |
| Ricreativo B | - | - | (85) | - | (290) | (375) |
| PWO | - | - | (768) | - | (4,683) | (5,451) |
| Disposal | (35) | - | - | (19) | - | (54) |
| Reclassifications | 2,675 | - | - | (2,675) | - | - |
| Cost as of 31 March 2026 | 182,900 | 363,942 | 266,708 | 124,736 | 513,221 | 1,451,507 |
| Accumulated amortization as of 31 March 2026 | (106,319) | (274,442) | (79,848) | (65,906) | (194,958) | (721,473) |
| Net book amount as of 31 March 2026 | 76,581 | 89,500 | 186,860 | 58,830 | 318,263 | 730,034 |
Additions to "Software" mainly related to the purchase of software licenses required for bets collection and management activities, for the upgrade of the SAP ERP system and the purchase of software.
Additions to "Assets under development and other intangible" mainly related to software development, as well as to the capitalization of NOE, Entry Fees and activation contributions.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
9.2 Goodwill
The following table provides a breakdown of "Goodwill" for the periods under review:
| (In thousands of Euro) | Total |
|---|---|
| Balance as of 31 December 2025 | 2,080,855 |
| Acquisitions | 4,407 |
| Balance as of 31 March 2026 | 2,085,262 |
The increase of "Goodwill" mainly related to the acquisitions during the period.
As of 31 March 2026, no indicators of impairment had been identified.
9.3 Property, plant and equipment
The following table provides a breakdown of "Property, plant and equipment" and movements during the periods under review:
| (In thousands of Euro) | Gaming Hardware | Other assets | Furniture | Leasehold improvements | Assets under development and payments on account | Total |
|---|---|---|---|---|---|---|
| Cost as of 31 December 2025 | 174,978 | 70,022 | 35,247 | 74,121 | 14,221 | 368,589 |
| Accumulated depreciation as of 31 December 2025 | (121,820) | (27,949) | (18,150) | (40,273) | - | (208,192) |
| Net book amount as of 31 December 2025 | 53,158 | 42,073 | 17,097 | 33,848 | 14,221 | 160,397 |
| Additions | 1,901 | 1,911 | 338 | 452 | 1,203 | 5,805 |
| Business combination | ||||||
| Center Game | 604 | 91 | 19 | - | - | 714 |
| Bakoo disposal | (2) | (3) | (3) | - | - | (8) |
| Business acquisition | 319 | 28 | - | - | - | 347 |
| Disposals | (64) | (11) | (2) | - | - | (77) |
| Depreciation for the period | (6,342) | (3,428) | (1,132) | (2,758) | - | (13,660) |
| Reclassifications | 71 | 1,209 | 2 | 164 | (1,446) | - |
| Cost as of 31 March 2026 | 178,937 | 73,135 | 35,618 | 74,740 | 13,978 | 376,408 |
| Accumulated depreciation as of 31 March 2026 | (129,292) | (31,265) | (19,299) | (43,034) | - | (222,890) |
| Net book amount as of 31 March 2026 | 49,645 | 41,870 | 16,319 | 31,706 | 13,978 | 153,518 |
Additions to "Gaming hardware" mainly related to the purchase of (i) gaming boards and AWP cabinets for approximately Euro 1.6 million, and (ii) equipment and hardware at betting outlets for Euro 0.3 million.
Additions to "Other assets" mainly related to the purchase of plant and equipment for gaming halls amounting to Euro 0.4 million, and to the purchase of office equipment and IT security devices amounting to Euro 1.5 million.
Additions to "Furniture" mainly relates to redevelopment and optimization project of the gaming halls.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Additions to "Leasehold Improvements" are mainly linked to the completion of the works on the halls that have become operational and the set-up of new corners in the halls.
Additions to "Assets under development and payments on account" mainly relates to the purchase of furniture and fittings and down payments for the purchase of new gaming devices and other IT equipment for the set-up of new betting points of sale not yet in operation.
9.4 Right of use
The following table provides a breakdown of "Right of use" and movements during the period under review:
| (In thousands of Euro) | Land, Buildings and Offices | Gaming halls | Vehicles | Other | Right of Use |
|---|---|---|---|---|---|
| Balance as of 31 December 2025 | 12,269 | 49,489 | 7,396 | 27 | 69,181 |
| Business Combination: | |||||
| Center Game S.r.l. | 673 | - | - | - | 673 |
| Bakoo disposal | (137) | - | - | - | (137) |
| Depreciation | (1,430) | (3,602) | (962) | (35) | (6,029) |
| Additions | 582 | 4,640 | 437 | 402 | 6,061 |
| Disposal | (1,168) | (364) | (114) | - | (1,646) |
| Other movements | 220 | (220) | - | - | - |
| Balance as of 31 March 2026 | 11,009 | 49,943 | 6,757 | 394 | 68,103 |
The increase for the period relates to: (i) the renewal of certain lease agreements; (ii) the increase in rents due to ISTAT increases which led to the recalculation of the value of the assets; and (iii) new lease contracts and the acquisitions of the period.
9.5 Equity accounted investments
The following table provides a breakdown of "Equity accounted investments" and movements during the periods under review:
| (In thousands of Euro) | Total |
|---|---|
| Balance as of 31 December 2025 | 14,825 |
| Acquisition and subscriptions | 1,172 |
| Share of profit/(loss) of equity accounted investments | (185) |
| Balance as of 31 March 2026 | 15,812 |
The increase for the period was mainly due to the price adjustment recognized in favor of the sellers of Cristaltec S.p.A. following the fulfilment of the contractual conditions provided for, as well as to new investments in retail initiatives.
No indicators of impairment were identified as of the reporting date.
49
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
9.6 Current and non-current financial assets
The following table provides a breakdown of "Current and non-current financial assets":
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| Cash held by operators | 24,281 | 25,389 |
| Escrow account | 5,000 | 5,000 |
| Merchant accounts and restricted cash | 1,279 | 277 |
| Other | 2,564 | 2,106 |
| Total | 33,124 | 32,772 |
"Cash held by operators" relates to cash in machines (i.e., in the hoppers and change machines) owned by Group but managed by external operators, amounting to Euro 6.8 million, Euro 10.1 million and Euro 3.7 million, for Gamenet S.p.A., Lottomatica Videolot Rete S.p.A. and Big Easy S.r.l. as of 31 March 2026, respectively.
The following table provides a summary of key information relating to financial assets:
| (In thousands of Euro) | As of 31 March 2026 | of which current | As of 31 December 2025 | of which current |
|---|---|---|---|---|
| Cash held by operators | 24,281 | 23,901 | 25,389 | 25,389 |
| Escrow account | 5,000 | 5,000 | 5,000 | 5,000 |
| Merchant accounts and restricted cash | 1,279 | 1,002 | 277 | - |
| Other | 2,564 | 1,319 | 2,106 | 1,181 |
| Total | 33,124 | 31,222 | 32,772 | 31,570 |
9.7 Current and non-current trade receivables
The following table provides a breakdown of "Current and non-current trade receivables":
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| Concessionaire's receivables from operators/TIR | 86,534 | 100,457 |
| Receivables from betting operators | 24,378 | 20,491 |
| Receivables from customers | 6,459 | 6,420 |
| Other receivables from distribution network | 4,164 | 4,296 |
| Receivables guaranteed by formal commitments | 2,904 | 2,121 |
| Receivables for penalties and interest on delayed payments | 324 | 348 |
| Allowance for doubtful receivables | (56,043) | (56,892) |
| Total | 68,720 | 77,241 |
"Concessionaire's receivables from operators/TIR" mainly comprises receivables relating to bet activities (mainly PREU, concession fees and other amounts owing to the concessionaires). As of 31 March 2026,
50
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Euro 39.3 million relates to Gamenet S.p.A and Euro 47.2 million relates to Lottomatica Videolot Rete S.p.A..
The following table shows details of movements in the allowance for doubtful receivables:
| (In thousands of Euro) | |
|---|---|
| Balance as of 31 December 2025 | 56.892 |
| Bakoo Disposal | (72) |
| Provisions net of releases | (23) |
| Utilization | (874) |
| Reclassification | 120 |
| Balance as of 31 March 2026 | 56.043 |
9.8 Other current and non-current assets
The following table provides a breakdown of "Other current and non-current assets":
| (In thousands of Euro) | As of 31 March | As of 31 December |
|---|---|---|
| 2026 | 2025 | |
| ADM guarantee deposits | 63,166 | 50,588 |
| Gaming online accounts | 53,709 | 55,925 |
| Accrued income and prepayments | 30,734 | 34,800 |
| Gaming halls receivables | 15,967 | 18,209 |
| Tax receivables | 7,140 | 7,384 |
| Guarantee deposits | 4,307 | 4,309 |
| Other receivables | 9,879 | 3,950 |
| Total | 184,902 | 175,165 |
"ADM guarantee deposits" represents 0.5% of amounts waged using devices connected to the online network. Such deposits are reimbursed to the concessionaire when certain service levels are achieved in the first half of the following year.
"Accrued income and prepayments" mainly included the recognition of prepaid expenses on arrangement fees and underwriting fees for the Revolving Credit Facility and prepaid expenses for the costs related to the sureties paid against the concessions' renewals.
51
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
The following table provides a summary of key information relating to other assets:
| (in thousands of Euro) | As of 31 March 2026 | of which current | As of 31 December 2025 | of which current |
|---|---|---|---|---|
| ADM guarantee deposits | 63,166 | 63,166 | 50,588 | 50,588 |
| Gaming online accounts | 53,709 | 53,709 | 55,925 | 55,925 |
| Accrued income and prepayments | 30,734 | 23,434 | 34,800 | 24,204 |
| Gaming halls receivables | 15,967 | 15,967 | 18,209 | 18,209 |
| Tax receivables | 7,140 | 4,315 | 7,384 | 4,307 |
| Guarantee deposits | 4,307 | 427 | 4,309 | 227 |
| Other receivables | 9,879 | 9,652 | 3,950 | 3,719 |
| Total | 184,902 | 170,670 | 175,165 | 157,179 |
9.9 Cash and cash equivalents
The following table provides a breakdown of "Cash and cash equivalents":
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| Bank deposits | 79,977 | 107,504 |
| Cash on hand | 39,359 | 36,394 |
| Total | 119,336 | 143,898 |
Reference is made to the Consolidated Statement of Cash Flows for further details regarding movements during the period in Cash and cash equivalents.
9.10 Shareholders' equity
A description of changes in Shareholders' equity as of 31 March 2026 can be found in the Consolidated Statement of Changes in Equity.
9.10.1 Equity attributable to the owners of the parent
The Company's share capital amounted to Euro 10.0 million as of 31 March 2026 and was divided into 251,630,412 ordinary shares without nominal value.
The Equity attributable to the owners of the parent, excluding the net profit for the period, decreased mainly due to the share buyback of Euro 55.3 million.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Treasury shares
As of 31 March 2026, the Company held 16,134,329 treasury shares (representing to 6.4% of the outstanding ordinary shares).
9.10.2 Equity attributable to non-controlling interests
The Equity attributable to non-controlling interests increased by Euro 3.0 million mainly due to the result of the period.
9.11 Current and non-current financial liabilities
The following table provides a breakdown of "Current and non-current financial liabilities":
| (In thousands of Euro) | As of 31 March | As of 31 December |
|---|---|---|
| 2026 | 2025 | |
| May 2025 Notes | 1,088,408 | 1,088,017 |
| May 2024 Notes | 891,823 | 891,443 |
| Accrued interest – May 2025 Notes | 22,344 | 8,938 |
| Accrued interest – May 2024 Notes | 10,072 | 3,323 |
| Payables for leasing | 74,111 | 75,679 |
| Put option liability | 63,308 | 60,372 |
| Payables for acquisitions | 17,171 | 25,176 |
| Interest Rate Swap liabilities | 1,820 | 6,610 |
| Bank borrowings | 2,784 | 2,636 |
| Other financial payables | 96,829 | 173,897 |
| Total | 2,268,670 | 2,336,091 |
The decrease for the period was mainly due to the payment of deferred purchase price liabilities on acquisitions and of the liability for the share buyback, partially offset by interest accrued on senior secured notes.
The spread applicable at the current date in the event of utilizing the revolving credit facility of Euro 447.25 million (the "Revolving Credit Facility") is 2.25%. As of 31 March 2026, the Test Condition is not met as the revolving credit facility was not utilized. For further details on current and non-current financial liabilities, please refer to the Annual Consolidated Financial Statements.
53
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | As of 31 March 2026 | of which current | As of 31 December 2025 | of which current |
|---|---|---|---|---|
| Notes | 1,980,231 | - | 1,979,460 | - |
| Payables for leasing | 74,111 | 25,108 | 75,679 | 24,247 |
| Put option liability | 63,308 | 32,519 | 60,372 | 32,087 |
| Payables for acquisitions | 17,171 | 13,075 | 25,176 | 21,389 |
| Accrued interest on Notes | 32,416 | 32,416 | 12,261 | 12,261 |
| Interest Rate Swap liabilities | 1,820 | 885 | 6,610 | 916 |
| Bank borrowings | 2,784 | 1,363 | 2,636 | 1,515 |
| Other financial payables | 96,829 | 96,829 | 173,897 | 173,897 |
| Total | 2,268,670 | 202,195 | 2,336,091 | 266,312 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | As of 31 December 2025 | Cash flow from financing activities | Non-cash changes | As of 31 March 2026 |
|---|---|---|---|---|
| Senior secured notes | 1,979,460 | - | 771 | 1,980,231 |
| Accrued interest on Notes | 12,261 | (3,227) | 23,382 | 32,416 |
| Payables for acquisitions | 25,176 | (15,397) | 7,392 | 17,171 |
| Payables for leasing | 75,679 | (7,456) | 5,888 | 74,111 |
| Put option liability | 60,372 | (1,927) | 4,863 | 63,308 |
| Interest Rate Swap liabilities | 6,610 | (2,779) | (2,011) | 1,820 |
| Bank borrowings | 2,636 | (654) | 802 | 2,784 |
| Other financial payables* | 173,897 | (132,257) | 55,189 | 96,829 |
| Total | 2,336,091 | (163,697) | 96,276 | 2,268,670 |
| Reconciliation of cash flow from financing activities: | ||||
| Payment for acquisition not included in cash flow from financing activities | 15,397 | |||
| Other assets and liabilities not included in financial liabilities | (2,278) | |||
| Total | (150,578) |
*Cash flows relating to other financial liabilities related to the payment of liabilities related to share buyback.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Total Net Financial Indebtedness
The following is a breakdown of the composition of the Group's Net Financial Indebtedness as of 31 March 2026 compared with the situation as of 31 December 2025 determined in accordance with CONSOB Communication DEM/6064293 of 28 July 2006, as amended by CONSOB Communication No. 5/21 of 29 April 2021 and in accordance with ESMA Recommendations contained in "Guidelines 32-382-1138 of 4 March 2021 on disclosure requirements under the prospectus regulation".
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| A. Cash | 119,336 | 143,898 |
| B. Cash equivalent | - | - |
| C. Other current financial assets | 31,222 | 31,570 |
| D. Liquidity (A+B+C) | 150,558 | 175,468 |
| E. Current financial debt | 97,714 | 174,813 |
| F. Current portion of non-current financial debt | 104,481 | 91,499 |
| G. Current Financial Indebtedness (E+F) | 202,195 | 266,312 |
| H. Net Current Financial Indebtedness (G-D) | 51,637 | 90,844 |
| I. Non-current financial debt | 86,244 | 90,319 |
| J. Debt instruments | 1,980,231 | 1,979,460 |
| K. Non-current trade and other payables | - | - |
| L. Non-Current Financial Indebtedness (I+J+K) | 2,066,475 | 2,069,779 |
| M. Net Financial Indebtedness - ESMA (H+L) | 2,118,112 | 2,160,623 |
9.12 Provisions for risks and charges
The following table provides a breakdown of "Provisions for risks and charges":
| (In thousands of Euro) | Total |
|---|---|
| Balance as of 31 December 2025 | 41,135 |
| Provisions/ (Releases) | 1,112 |
| Utilizations | (439) |
| Other movements | (4) |
| Balance as of 31 March 2026 | 41,804 |
"Provision for risks and charges" mainly included (i) the provisions made by Gamenet and Lottomatica Videolot Rete for non-compliance with the concession-holder network management service level obligations provided for in Annex 2 of the Concession Agreement (Euro 1.2 million as of 31 March 2026); (ii) the "Provision for technological renewals", which represents periodic provisions made by the Group's AWP and VLT concession-holders for technological and structural upgrading of the online network and other infrastructures used for gaming-related collection activities (Euro 0.9 million as of 31 March 2026); (iii) the provision related to the ruling of the Italian Council of State for the 2015 Italian Stability Law of Euro 34.5 million, and for the residual part (iv) the provision for legal disputes, to cover estimated costs
55
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
relating to disputes, including labor-related disputes, with third parties (Euro 5.1 million as of 31 March 2026).
9.13 Other current and non-current liabilities
The following table provides a breakdown of "Other current and non-current liabilities":
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| Public gaming taxes | 106,274 | 52,026 |
| Payables to tax authorities for PREU | 57,927 | 89,777 |
| Other payables to tax authorities | 53,903 | 56,651 |
| Players' online accounts | 53,709 | 59,056 |
| Payables to employees | 20,226 | 21,420 |
| Payables to distribution network for guarantees | 12,341 | 12,426 |
| Payables to social security institutions | 10,551 | 11,312 |
| Payables to other concessionaires for bets/wagers collection | 10,044 | 11,589 |
| Provision for Jackpot and VLT tickets to be validated | 8,123 | 7,709 |
| Concession fee payables | 6,845 | 14,692 |
| Other payables | 77,940 | 95,442 |
| Total | 417,883 | 432,100 |
"Public gaming taxes" as of 31 March 2026 included the gaming tax balance owing for the three months ended 31 March 2026 in respect of January-April 2026 that will be paid on 31 August 2026. The amount due as of 31 December 2025, on the other hand, related to the gaming tax balance owing in respect of the single month of December, which was paid in January 2026.
"Payables to tax authorities for PREU" as of 31 March 2026 included the balance relating to the second period of 2026 (March-April) to be paid in May 2026. It should be noted that the amount as of 31 December 2025, on the other hand, included the balance relating to the sixth period of 2025, which was paid in January 2026.
The decrease in the item "Other tax liabilities" was mainly due to payments made to the tax authorities following the application for the facilitated settlement of pending tax disputes filed in 2023 on tax notices related to betting duties (Imposta Unica) of PWO S.p.A..
"Concession fee payables" mainly related to the concession-fee owing in respect of the second period of 2026, due to be paid in May 2026. It should be noted that the amount as of 31 December 2025, on the other hand, included the balance relating to the concession-fee owing in respect of the sixth period of 2025, which was paid in January 2026.
The item "Other payables" mainly included Euro 61.8 million as of 31 March 2026 related to payables for the extension of concessions, of which Euro 33.2 million for the Sports Franchise concessions of GBO Italy S.p.A. and PWO S.p.A. and Euro 28.6 million for the Gaming Franchise concessions of Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A.. This liability is recognized at amortized cost, calculated using an interest rate of $4.875\%$ (equal to the interest rate applied to the May 2025 Notes).
56
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Other payables also included payables relating to sports bets, amounting to Euro 4.7 million as of 31 March 2026 (Euro 6.7 million as of 31 December 2025). At the same date, the item also included payables related to casino games, poker and bingo related jackpots amounting to Euro 4.6 million (Euro 4.4 million as of 31 December 2025).
The following table provides a summary of key information relating to other liabilities:
| (In thousands of Euro) | As of 31 March 2026 | of which current | As of 31 December 2025 | of which current |
|---|---|---|---|---|
| Public gaming taxes | 106,274 | 106,274 | 52,026 | 52,026 |
| Payables to tax authorities for PREU | 57,927 | 57,927 | 89,777 | 89,777 |
| Other payables to tax authorities | 53,903 | 37,174 | 56,651 | 35,531 |
| Players' online accounts | 53,709 | 53,709 | 59,056 | 59,056 |
| Payables to employees | 20,226 | 20,226 | 21,420 | 21,420 |
| Payables to distribution network for guarantees | 12,341 | 219 | 12,426 | 204 |
| Payables to social security institutions | 10,551 | 9,806 | 11,312 | 10,453 |
| Payables to other concessionaires for bets/wagers collection | 10,044 | 10,044 | 11,589 | 11,589 |
| Provision for Jackpot and VLT tickets to be validated | 8,123 | 8,123 | 7,709 | 7,709 |
| Concession fee payables | 6,845 | 6,845 | 14,692 | 14,692 |
| Other payables | 77,940 | 77,504 | 95,442 | 94,992 |
| Total | 417,883 | 387,851 | 432,100 | 397,449 |
9.14 Current and non-current trade payables
The following table provides a breakdown of "Current and non-current trade payables":
| (In thousands of Euro) | As of 31 March 2026 | As of 31 December 2025 |
|---|---|---|
| Invoices to be received | 64,873 | 65,718 |
| Trade payables | 31,071 | 37,512 |
| Payables to operators | 20,420 | 23,754 |
| Payables relating to remuneration in respect of collection activities - VLT | 1,378 | 2,368 |
| Payables relating to remuneration in respect of collection activities - AWP | 1,733 | 1,778 |
| Total | 119,475 | 131,130 |
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
10. Related party transactions
Related parties transactions are mainly attributable to commercial, administrative and financial relationships. These operations are part of normal business management, within the typical activity of each interested party, and are regulated at market conditions.
The Group has or had relationships with the following related parties:
- Cristaltec S.p.A. and its subsidiaries ("Associates");
- Key Management Personnel (for further details, please refer to the paragraph below).
The following table shows Group receivables and payables due from/to related parties:
| (In thousands of Euro) | As of 31 March 2026 | ||||
|---|---|---|---|---|---|
| Associates | Key management personnel | Total related parties | Total reported amount | % of total | |
| Property, plant and equipment | 1,877 | - | 1,877 | 153,518 | 1.2% |
| Non-current financial assets | 100 | - | 100 | 1,902 | 5.3% |
| Current financial assets | 2 | - | 2 | 31,222 | 0.0% |
| Current trade payables | 762 | - | 762 | 119,475 | 0.6% |
| Current trade receivables | 60 | - | 60 | 65,637 | 0.1% |
| Other current liabilities | 77 | 916 | 993 | 387,851 | 0.3% |
| (In thousands of Euro) | As of 31 December 2025 | ||||
| --- | --- | --- | --- | --- | --- |
| Associates | Key management personnel | Total related parties | Total reported amount | % of total | |
| Property, plant and equipment | 1,768 | - | 1,768 | 160,397 | 1.1% |
| Current trade payables | 940 | - | 940 | 131,130 | 0.7% |
| Current trade receivables | 44 | - | 44 | 74,070 | 0.1% |
| Other current liabilities | - | 3,241 | 3,241 | 397,449 | 0.8% |
The following table shows Group revenues and expenses due from/to related parties:
| For the three months ended 31 March 2026 | |||||
|---|---|---|---|---|---|
| (In thousands of Euro) | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Revenues | 24 | - | 24 | 599,975 | 0.0% |
| Cost of services | (679) | - | (679) | (344,996) | 0.2% |
| Personnel expenses | - | (5,531) | (5,531) | (45,036) | 12.3% |
| Other income | 8 | - | 8 | 2,931 | 0.3% |
| Other operating costs | (25) | - | (25) | (8,317) | 0.3% |
| Finance income | 1 | - | 1 | 262 | 0.4% |
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
| (In thousands of Euro) | For the three months ended 31 March 2025 | ||||
|---|---|---|---|---|---|
| Associates | Key management personnel | Total related parties | Total reported amount | % of total | |
| Cost of services | (296) | - | (296) | (345,634) | 0.1% |
| Personnel expenses | - | (3,688) | (3,688) | (41.115) | 9.0% |
In 2025, transactions with Associates are related to the commercial relationships with the associate Cristaltec S.p.A..
Key management personnel
The following table provides a breakdown of the remuneration attributable to Group's key management personnel for the three months ended 31 March 2026 and 2025.
| (In thousands of Euro) | For the three months ended 31 March | |
|---|---|---|
| 2026 | 2025 | |
| Remuneration | 1.246 | 1,105 |
| Bonus una tantum | 1.815 | 1,777 |
| Social security contributions | 167 | 118 |
| Severance indemnity | 243 | 217 |
| Share based payments | 2,060 | 471 |
| Total | 5,531 | 3,688 |
11. Other information
11.1 Commitments and risks
11.1.1 Guarantees granted in favor of third parties
It is noted that as of 31 March 2026, the Group had granted concession related guarantees in favor of the ADM amounting to Euro 438.1 million. For details regarding guarantees relating to the notes, please refer to Annual Consolidated Financial Statements.
11.1.2 Contingent liabilities
Other than as reported at Note 11.2 below, management is not aware of any disputes or legal action that could reasonably have significant repercussions on the Group's operating results, financial position or cash flows compared to what already mentioned in the Annual Consolidated Financial Statements.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
11.1.3 Atypical/unusual transaction
In accordance with the disclosures required by Consob Communication DEM/6064293 dated 28 July 2006, it should be noted that during the first three months of 2026 the Group did not carry out any atypical and/or unusual transactions.
11.1.4 Significant non-recurring events and transactions
As required by Consob Communication DEM/6064293 dated 28 July 2006 and in accordance with the ESMA Guidelines/2015/1415, the effects of non-recurring events and transactions on profit or loss are detailed below:
| (In millions of Euro) | For the three months ended 31 March 2026 | Profit before tax | Financial Position |
|---|---|---|---|
| Costs not included in Adjusted EBITDA | |||
| Cost related to M&A, advisory and international activities | (1.1) | ✓ | |
| Integration costs | (6.9) | ✓ | |
| Other non-recurring expense | (21.8) | ✓ | |
| Total (A) | (29.8) | (29.8) | - |
| Other non-recurring finance expenses | |||
| Other non-recurring finance expenses | (0.2) | ✓ | |
| Total (B) | (0.2) | (0.2) | - |
| Total (A+B) | (30.0) | (30.0) | - |
| (In millions of Euro) | For the three months ended 31 March 2025 | Profit before tax | Financial Position |
| --- | --- | --- | --- |
| Costs not included in Adjusted EBITDA | |||
| Cost related to M&A and international activities | (1.1) | ✓ | |
| Integration costs | (10.6) | ✓ | |
| Other non-recurring expense | (27.7) | ✓ | |
| Total | (39.4) | (39.4) | - |
11.1.5 Compensation to the board of directors and the board of auditors
Compensation due to the members of the Company's Board of Directors and statutory auditors amounted to Euro 0.9 million and Euro 0.2 million for the three months ended 31 March 2026, respectively.
60
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
11.2 Significant events for the period
11.2.1 FIGC court order
For details regarding this claim, see the Annual Consolidated Financial Statements. There are no developments subsequent to the disclosures in the Annual Consolidated Financial Statements.
11.2.2 Vat reimbursement
For further details on the dispute in question, please refer to the Annual Consolidated Financial Statements. There are no developments subsequent to the disclosures in the Annual Consolidated Financial Statements.
11.2.3 PWO litigation
For details regarding this litigation, please refer to the Annual Consolidated Financial Statements. There are no developments subsequent to the disclosures in the Annual Consolidated Financial Statements.
11.2.4 Other Claims
For details over other claims of the Group deemed significant and the risk where losing the case is considered possible, see the Annual Consolidated Financial Statements. Subsequent developments are described below.
Gaming franchise
Gari – Giomatic
The payment orders were challenged by the counterparties. Gamenet S.p.A. will enter an appearance in the opposition proceedings within the deadline for filing its notice of appearance and statement of defense, which expires on 29 May 2026.
11.2.5 Legislative and regulatory provisions introduced in 2026
Reference is made to the Annual Consolidated Financial Statements for details regarding regulatory provisions introduced by the government and the ADM in 2025. Subsequent developments and provisions introduced during 2026 are as follows.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
GAD segment
Starting from the effective date of the concession agreement (13 November 2025), concessionaires are required to pay to ADM an annual concession fee equal to 3% of the concessionaire's net margin, calculated as the difference between the amount of bets and the amount of winnings paid, related taxes and gaming duties, or, for concession-based games not subject to a gaming duties calculated on the difference between bets and winnings paid out, equal to 3% of the remuneration due to the concessionaire.
The annual concession fee will be paid in two equal semi-annual instalments, by 16 January and 16 July of each year. The net margin taken into account for the calculation of the concession fee was that achieved by the concessionaire in the previous year.
For the year in which the agreement is executed, when the agreement is signed in the second half of the year, an amount equal to 3% of the remuneration achieved during that period shall be paid no later than 16 January of the following year. This amount will be calculated in accordance with the criteria mentioned above.
With reference to the concessionaires GBO Italy S.p.A., Betflag S.p.A., PWO S.p.A. and Totosi S.r.l., the required payments were made by 16 January 2026.
11.2.6 ESG rating
On 6 October 2025, Lottomatica Group S.p.A. received an ESG rating of 12.5 out of 100 from Morningstar Sustainalytics, corresponding to a low risk of experiencing material financial impacts from ESG factors. This rating placed the Company among the top-ranked companies globally out of approximately 70 companies assessed in the "Casinos and Gaming" industry segment and among approximately 450 companies assessed in the "Consumer Services" sector. In addition, in February 2026, the Company was recognized by Morningstar Sustainalytics as an Industry ESG Leader 2026.
In January 2026, the Group renewed its certification and received the "Top Employer Italy 2026" award, obtaining this recognition for the third consecutive year, and also renewed its participation in the UNGC for the fifth consecutive year. In addition, the Group joined CDP (Carbon Disclosure Project), an international non-profit organization that serves as a reference for evaluating the environmental strategies of listed companies, providing detailed disclosure on its sustainability initiatives and receiving a B rating. In March 2025, the Group obtained the renewal of its ISO 27701 certification for its privacy and data security management system, and in September 2025 obtained ISO 14064 certification for the Group's Carbon Footprint which, together with the renewal of ISO 14001:2015 in November 2025, confirming an environmental management system undergoing continuous improvement.
On 15 September 2025, the Company also announced that it had obtained the highest score of "AAA" in the MSCI ESG Ratings assessment, placing it in the "Leader" category. MSCI ESG Research provides ESG ratings for global public companies and certain private companies on a scale from "AAA" ("Leader") to "CCC" ("Laggard"), based on exposure to industry-specific ESG risks and the ability to manage those risks relative to peers.
Regarding its ESG objectives for 2026, the Group identified 99 initiatives, of which (i) 3% had been completed, (ii) 70% had been initiated, and (iii) 27% had not yet been started.
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
11.2.7 Acquisition of 60% of Center Game S.r.l.
On 1 January 2026, Ricreativo B S.p.A. finalized the acquisition of 60% of the share capital of Center Game S.r.l., a company operating in the management and maintenance of AWP gaming machines. The agreed consideration amounted to Euro 3.6 million.
11.2.8 Reorganization of the Group
As part of the internal reorganization of the Group, the Company initiated the transfer of its technology division to its subsidiary Totosi Servizi S.r.l., through the subscription of a capital increase to be paid in kind by contributing the business unit. In connection with the transaction, the subsidiary is renamed "Lottomatica Technology & Operations S.r.l.".
11.2.9 Termination of PWO's Serbian branch
On 3 March 2026, the Board of Directors of PWO S.p.A. approved the termination of operations of the branch located in Serbia, together with the related activities that are useful, connected and/or necessary for the completion of this transaction.
11.2.10 Increase in ownership interest in Giocaonline S.r.l.
On 30 March 2026, GBO Italy S.p.A. completed the acquisition of an additional 5% of the share capital of its subsidiary Giocaonline S.r.l. from minority shareholders for Euro 1.9 million.
11.3 Significant events occurring after the reporting period
11.3.1 Share buyback programme
On 20 April 2026, the Shareholders' Meeting cancelled the authorization to implement the share buyback programme granted on 30 April 2025 and authorized the implementation of a new share buyback programme for a maximum number of shares not exceeding, in aggregate, 12.5% of the total number of the Company's outstanding shares over the following 18 months.
11.3.2 New Stock Option Plan for 2026-2028
On 20 April 2026, the Shareholders' Meeting of Lottomatica approved a new stock option plan providing for the grant of option rights for a single three-year incentive cycle. It entitles certain members of management, to be identified from time to time by Lottomatica's Board of Directors, to subscribe for the
63
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Company's ordinary shares (the "SOP"). The SOP is expected to be implemented by Lottomatica's Board of Directors, subject to the opinion of the Board of Statutory Auditors on matters within its remit.
11.3.3 Senior secured notes issuance
On 21 April 2026, the Company completed the pricing of a new Euro 765 million senior secured notes due 2032 at a fixed rate of 4.625% (the "Offering"). The proceeds from the Offering will be used to (i) fully repay the Euro 400 million senior secured floating-rate note due 2031, together with accrued and unpaid interest; (ii) support general corporate purposes, which may include the announced share buyback or potential future bolt-on acquisitions; and (iii) pay certain fees and expenses incurred in connection with the Offering. The Offering is expected to close on 7 May 2026, subject to the satisfaction of customary closing conditions.
Rome, 5 May 2026
Chief Executive Officer
Guglielmo Angelozzi
65
Certification pursuant to Article 154-bis Paragraph 2, of Legislative Decree 58/98
The undersigned Laurence Van Lancker, executive officer responsible for the preparation of Lottomatica Group's Financial Statements, hereby certify that, pursuant to Article 154-bis Paragraph 2 of the Italian Legislative Decree 58 of 24 February 1998, the Condensed Consolidated Interim Financial Statements as of 31 March 2026 corresponds with that contained in the accounting documentation, books and ledger entries.
Rome, 5 May 2026
Executive Officer responsible for
the preparation of corporate accounting information
Laurence Van Lancker
Lottomatica Group S.p.A.
Condensed consolidated interim financial statements
Annex A
The following table provides details of the companies included in the scope of consolidation for the relevant periods.
| Registered office | Share capital | % direct ownership | Owned by | % ownership at Group level | Consolidation method | As of 31 March | As of 31 December | |
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||||
| PARENT COMPANY: | ||||||||
| Lottomatica Group S.p.A. | Rome | €10,000,000 | - | - | - | - | X | X |
| SUBSIDIARIES: | ||||||||
| Gamenet S.p.A. | Rome | €8,500,000 | 100.0% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| Billions Italia S.r.l. (3) | Rome | €200,000 | 100.0% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| Gnetwork S.r.l. (3) | Rome | €66,667 | 75.0% | Lottomatica Gaming S.p.A. | 72.4% | Line-by-line | X | X |
| GBO Italy S.p.A. | Rome | €860,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Jolly Group S.r.l. (3) | Rome | €19,683 | 64.7% | Lottomatica Gaming S.p.A. | 62.4% | Line-by-line | X | X |
| Agesoft S.r.l. | Rome | €100,000 | 60.0% | Gamenet S.p.A. | 57.9% | Line-by-line | X | X |
| Lottomatica Videolot Rete S.p.A. | Rome | €3,413,984 | 100.0% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| Big Easy S.r.l. (3) | Rome | €2,474,219 | 100.0% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| Lottomatica Gaming S.p.A. (formerly GGM S.p.A.) (2) | Rome | €27,238,695 | 96.5% | Lottomatica Group S.p.A. | 96.5% | Line-by-line | X | X |
| GBO S.p.A. | Rome | €300,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | X | X |
| Gioconline S.r.l. (8) | Milan | €10,000 | 65.0% | GBO Italy S.p.A. | 65.0% | Line-by-line | X | X |
| Area S.r.l. | Rome | €10,000 | 80.0% | Gamenet S.p.A. | 77.2% | Line-by-line | X | X |
| Marim S.r.l. | Rome | €583,640 | 85.7% | Lottomatica Gaming S.p.A. | 82.7% | Line-by-line | X | X |
| Tecno-Mar S.r.l. | Moncalieri (TO) | €1,000 | 70.0% | Marim S.r.l. | 57.9% | Line-by-line | X | X |
| Big Easy Bingo S.r.l. | Rome | €10,400 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | X | X |
| Betflag S.p.A. | Rome | €1,500,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Ricreativo B S.p.A. | Rome | €10,000,000 | 100.0% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| PIYO S.p.A. | Rome | €10,000,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Planet Entertainment S.r.l. | Rome | €10,000 | 100.0% | PIYO S.p.A. | 100.0% | Line-by-line | X | X |
| Lottomatica Technology & Operations S.r.l. (formerly Totosi Servizi S.r.l.) (1) | Rome | €200,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | X | X |
| Totosi S.r.l. | Rome | €10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Rete Gioco Italia S.r.l. (3) | Rome | €3,759,060 | 60.0% | Lottomatica Gaming S.p.A. | 57.9% | Line-by-line | X | X |
| IMA S.r.l. | Rome | €101,000 | 100.0% | Marim S.r.l. | 82.7% | Line-by-line | X | X |
| Distante S.r.l. (3) | Francavilla Fontana (BR) | €52,000 | 65.0% | Lottomatica Gaming S.p.A. | 62.7% | Line-by-line | X | X |
| Lottomatica Servizi S.r.l. (formerly Lottomatica Payments S.r.l.) | Rome | €10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Center Game S.r.l. (4) | Sant'Angelo in Vado (PU) | €57,000 | 60.0% | Ricreativo B S.p.A. | 57.9% | Line-by-line | X | - |
| EQUITY ACCOUNTED INVESTMENTS: | ||||||||
| Cristaltec S.p.A. | Rome | €1,687,500 | 60.0% | Lottomatica Gaming S.p.A. | 57.9% | Equity | X | X |
| Luduscristaltec L.d.A. | Porto (PT) | €20,000 | 51.0% | Cristaltec S.p.A. | 29.5% | Equity | X | X |
| Bakoo S.p.A. (2) | Rome | €120,000 | 51.0% | Cristaltec S.p.A. | 29.5% | Equity | X | X |
| Huge Easy Nerviano S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy San Giuliano S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Terri S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Blu S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Giallo S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Nero S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Rosso S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Huge Easy Verde S.p.A. | Salò (BS) | €50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | X |
| Sportbet S.r.l. | Rome | €10,000 | 20.0% | GBO S.p.A. | 20.0% | Equity | X | X |
- On 26 January 2026 the company was renamed "Lottomatica Technology & Operations S.r.l.".
- On 16 January 2026 the company was renamed "Lottomatica Gaming S.p.A.".
- On 7 October 2025, with effect from 1 January 2026, the partial demerger of the equity interests held by Lottomatica Videolot Rete S.p.A. in Rete Gioco Italia S.r.l., Cristaltec S.p.A., Distante S.r.l., and Big Easy S.r.l., and the partial demerger of the equity interests held by Gamenet S.p.A. in Billions Italia S.r.l., Jolly Group S.r.l., and Gnetwork S.r.l., in favor of Lottomatica Gaming S.p.A., was completed.
- On 12 December 2025, with effect from 1 January 2026, Ricreativo B S.p.A. finalized the acquisition of 60% of the share capital of Center Game S.r.l.
- On 19 December 2025, with effect from 1 January 2026, Marim S.r.l. disposed of its entire equity interest in Bakoo S.p.A. to Cristaltec S.p.A. for 51%, with the remaining interest transferred to two private investors. Strating from this date, the company was deconsolidated from the Group.
- On 30 March 2026, GBO Italy S.p.A. finalized the acquisition of an additional 5% of equity interest of Gioconline S.r.l.