What changed in this filing

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Item 1. Business

2025-03-26 compared with 2024-04-15 · 487 added, 433 removed, 306 unchanged (75% of the section changed)

Entertainment, Inc.

(the “Company”, “Inspired”, “we” or “us”) is a global gaming technology

company, supplying content, platform and other products and services to online and land-based regulated lottery, betting and gaming operators

worldwide through a broad range of distribution channels, predominantly on a business-to-business basis.

We provide end-to-end digital

gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range of devices, including land-based gaming

machine terminals, mobile devices and online computer applications and (ii) through third party networks.

Our content and other products

can be found through the consumer-facing portals of our interactive customers and, through our land-based customers, in licensed betting

offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure parks.

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos and regulated

online operators, adult gaming centers, pubs, holiday parks, and motorway service areas.

(the “Company”, “Inspired”, “we” or “us”) is a global gaming

technology company, supplying content, platform and other products and services to licensed online and land-based lottery,

betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business

We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range

of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third

party networks.

Our content and other products can be found through the consumer-facing portals of our customers operating digital

channels, and, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure

parks for our customers operating land-based venues.

customer base includes licensed operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, online operators, adult gaming centers, pubs, holiday parks, and motorway service areas.

Some of our key customers include William

Hill, SNAI, Sisal, Lottomatica, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, Fortuna, the Greek Organisation of Football

Hill, SNAI, Sisal, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, the Greek Organisation of Football

Prognostics S.A.

(OPAP.), Entain, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells & Butler, Marstons,

Greene King, JD Wetherspoon, Parkdean Resort, Centre Parcs Resorts and Novomatic.

Geographically, 78% of our revenue for the year

ended December 31, 2023 were generated from our United Kingdom (“UK”) operations, with the remainder generated from Greece and the rest

of the world.

Our products are designed to operate within applicable gaming and lottery regulations.

(OPAP.), Entain, Draftkings, FanDuel, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells

& Butler, Butlins, Moto, Welcome Break, Buzz Bingo, Mecca, Marstons, Greene King, JD Wetherspoon, Parkdean Resort, Centre Parcs

Resorts, and Novomatic.

Geographically, 73% of our revenue for the year ended December 31, 2024 was generated from our United

Kingdom (“UK”) operations, with the remainder generated from Greece, North America and the rest of the world.

Our products are designed

to operate within applicable gaming, virtual sports and lottery regulations.

conduct business across different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenue.

Recently we have begun to conduct a meaningful amount of business in North America as well.

licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling Commission” or the

“Gambling Commission”), and by the Hellenic Gaming Commission in Greece, and registered with L’Agenzia delle

dogane e dei Monopoli (“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as the Malta Gaming

Authority (Malta), Licensing Authority of Gibraltar (Gibraltar), the Alderney Gambling Control Commission (Chennel Islands), the

Belgian Commission (Belgium), Autorité Des Marchés Financiers (Quebec), the Romanian National Gambling Office, Oficiul

National pentru Jocuri de Noroc, Spelinspektionen (Romania), the Swedish Gaming Authority (Sweden) and we hold licenses with the US

States of Connecticut, Illinois, Michigan,, New Jersey, Oregon, Pennsylvania, West Virginia and the Canadian provinces of Alberta,

Nova Scotia, Ontario and Saskatchewan.

are headquartered in the United States, with principal operating facilities located in the UK, India and Italy.

As of December 31,

2023, we had approximately 1,700 employees, approximately 1,620 of which were full-time.

We generated total revenue of $323.0

million and Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $100.5

million for the year ended December 31, 2023.

Company’s common stock is listed on the NASDAQ under the symbol INSE.

The Company had an equity market capitalization of

approximately $259.0 million as of December 31, 2023 (based upon a closing stock price of $9.88 on December 29, 2023).

Since 2021, we have begun to conduct a meaningful amount of business in regulated North American

markets and states.

We are licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling

Commission”), the Hellenic Gaming Commission in Greece, and registered with L’Agenzia delle Dogane e dei Monopoli

(“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as the Malta Gaming Authority (Malta),

the Licensing Authority of Gibraltar (Gibraltar), the Alderney Gambling Control Commission (Channel Islands), the Belgian Kansspel

Commissie (Belgium), Oficiul National pentru Jocuri de Noroc, Spelinspektionen (Romania), the Swedish Gaming Authority (Sweden) and

we hold licenses with the U.S.

states of Connecticut, Illinois, Michigan, Delaware, New Jersey, Oregon, Pennsylvania, and West

Virginia, and the Canadian provinces of Alberta, Nova Scotia, Manitoba, Quebec, Ontario and Saskatchewan.

are headquartered in the U.S., with principal operating facilities located in the UK and India.

As of December 31, 2024, we had

approximately 1,600 employees, approximately 1,420 of which were full-time.

We generated total revenue of $297.1 million and

adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $100.1 million for the

year ended December 31, 2024.

Company’s common stock is listed on the NASDAQ Capital Market under the symbol INSE.

The Company had an equity market

capitalization of approximately $240.6 million as of December 31, 2024 (based upon a closing stock price of $9.05 on December 31,

The Company uses the British Pound as its functional currency for reporting purposes.

Our results are affected by changes in foreign currency exchange rates

as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency

transactions and balances.

The impact of foreign currency exchange rate fluctuations represents the difference between current rates and

prior-period rates applied to current activity.

The geographic region in which the largest portion of our business is operated is the

UK and the British pound (“GBP”) is considered to be our functional currency.

Our reporting currency is the U.S.

dollar (“USD”).

Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss

transactions and applicable spot rates for period-end balances.

The effect of translating our functional currency into our reporting currency,

as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is

reported separately in Accumulated Other Comprehensive Income

product and company names referred to herein are trademarks™ or registered® trademarks of their respective holders.

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Gaming, Virtual Sports, Interactive and Leisure, as further described below.

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to betting offices,

casinos, gaming halls and high street adult gaming centers.

It supplies products and utilizes our Server Based Gaming

(“SBG”) technology to supply gaming content to our customers’ global land-based gaming venues.

SBG products offer

an extensive portfolio of games through digital terminals.

Our games are currently deployed through more than 34,000 digital

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to Licensed Betting Offices

(“LBOs”), casinos, gaming halls and adult gaming centers (“AGCs”).

It supplies products and utilizes our

Server Based Gaming (“SBG”) technology to supply gaming content to our customers’ global land-based gaming venues.

SBG products offer an extensive portfolio of games through digital terminals.

Our games are currently deployed through more than

34,000 terminals.

Because our SBG products are fully digital, they interact with a central server and are provided on a

“distributed” basis, which allows us to access a wide geographic footprint through internet and Inspired and third-party

proprietary networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including the Centurion TM game family and

Super Hot Fruits ® (featuring the Sizzling Hot Spins™ game family).

These games offer users a wide range of volatilities,

return-to-player and other special features, which we collectively refer to as “game math.” We also offer a range of more

traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or

Our CORE™ GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming

content from Inspired, as well as a wide portfolio of content from independent game developers.

CORE-CONNECT is our American Gaming

Association G2S standard-based video lottery terminal (“VLT”) GMS, currently deployed in the Greek VLT sector and

North America.

Our SBG products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois

SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play

across this portfolio.

“distributed” basis, which allows us to access a wide geographic footprint through the internet, the Company’s,

and third parties’ proprietary networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including Gold Cash Free Spins™, Big Fishing

Fortune™, and the Reel King ® family of games, offering a premium player experience across multiple

These games offer users a wide range of volatilities, return-to-player and other special features.

We also offer a range of

more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or sector.

Our CORE™ GMS is designed for distributed street-gaming sectors and uses Inspired cabinets in combination with gaming content from

Inspired, as well as a wide portfolio of content from independent game developers.

CORE-CONNECT is our American Gaming Association G2S

standard-based video lottery terminal (“VLT”) GMS, currently deployed in the Greek VLT sector and North America.

products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S).

SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play across

this portfolio.

We are also a material supplier to customers in Greece and Italy.

Over the past two years, we have grown our business

in North America where we have sold products in Illinois and to the Western Canada Lottery Corporation.

We offer SBG terminals such as

the Flex4k curved screen, Vantage ®, Eclipse™, Valor™, Prismatic™ and Sabre Hydra™, each offering a different

size terminal, graphics, technology and price proposition.

of December 31, 2023, we had a total installed base of 34,500 gaming terminals, which were operated primarily under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a percentage of the revenue generated

by these machines.

Because we participate in our customers’ revenue under such contracts, we and our customers benefit from the introduction of our new content, which can drive growth of the win per unit per day of our installed base.

Additionally,

we earn revenue through the sale of units, as well as receiving a fixed daily fee for some of our installed units.

During 2023, we sold

9,475 units, 91% of these in the UK including the installation of 6,000 new Vantage terminals and 9% internationally.

With our participation-driven

business model, approximately 94% of service revenue for our Gaming segment was recurring in nature in 2023 and derived under long-term

the year ended December 31, 2023, our Gaming segment generated revenue and Adjusted EBITDA of $142.6 million and $44.5 million, respectively, as compared to the year ended December 31, 2022, during which we generated $111.3 million and $43.7 million

in revenue and Adjusted EBITDA, respectively.

Over the past few years, we have grown our

business in North America where we have sold products in Illinois, the Western Canada Lottery Corporation (“WCLC”) and Alberta Gaming Liquor & Cannabis Commission (“AGLC”).

terminals such as the Flex4k curved screen, Vantage ®, Eclipse™, Valor™, Prismatic™ and Sabre Hydra™,

each offering a different size terminal, graphics, technology and price proposition.

of December 31, 2024, we had a total installed base of 34,900 gaming terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, as

a percentage of the revenue generated by these machines.

Because we participate in our customers’ revenue under such

contracts, we and our customers benefit from the introduction of our new content, which can drive growth for our installed base.

Additionally, we earn revenue through the sale of terminal units, as well as receiving a fixed daily fee for some of our installed

During 2024, we sold 3,091 units, which are down on last year by over 6,000 terminals due to the refresh of Vantage terminals

into two of our major customers in the UK LBO sector in 2023.

Of the 2024 sales, 67% were in the UK and 33% came from North America.

With our participation-driven business model, approximately 96% of service revenue for our Gaming

segment was recurring in nature in 2024 and derived under long-term contracts.

the year ended December 31, 2024, our Gaming segment generated revenue and Adjusted EBITDA of $110.6 million and $45.3 million, respectively,

as compared to the year ended December 31, 2023, during which we generated $142.5 million and $42.8 million in revenue and Adjusted EBITDA,

respectively.

Revenue in 2024 reduced versus prior year due to significant one-off low margin sales in 2023 of c.$30.6 million.

These sales related to approximately 6,400 LBO Vantage terminals which formed part of long-term contract renewals with Betfred and Paddy

Sports Segment

Virtual Sports business designs, develops, markets and distributes games that create an always-on sports wagering experience in

betting shops and other locations and online.

Our Virtual Sports product comprises a complex software and networking package that

provides fixed odds wagering on an ultra-high definition computer rendering of a simulated sporting event, such as soccer, football

or basketball.

Players can bet on the simulated sporting event, without being bound by the schedules of of live sporting events.

developed this product using a TV and film graphics team with advanced motion capture techniques.

believe we are one of the most innovative suppliers of Virtual Sports gaming products in the world.

We offer a wide range of sports and

numbers games to approximately 32,000 retail venues as well as through various online websites.

Our products are installed in over 20

gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

Virtual Sports game portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™,

V-Play Basketball™, V-Play Baseball™, and V-Play NFLA™, as well as greyhounds, other horse racing products, tennis,

motor racing, cycling, cricket, speedway, golf and darts.

We have also licensed the use of images of certain sports brands in our games,

including with the National Football League (“NFL”) Alumni.

In 2023 we signed a license with the National Basketball Association (NBA) to develop a Virtual Sports

game centered around the world’s premier professional basketball league’s archive footage.

customers are many of the largest operators in lottery, gaming and betting worldwide.

We are contracted to supply Virtual Sports to mobile

and online operators in the UK;

states of Nevada, Pennsylvania, D.C.

and New Jersey;

Gibraltar and other regulated

EU sectors, including Italy, Greece and Poland;

and other jurisdictions such as Ontario, Turkey and Morocco.

Virtual Sports can be adapted

to function in sports betting, lottery, or gaming environments and is therefore available to a wide range of customers in both public

and private implementations.

Virtual Sports events are capable of being offered to millions of customers, through retail, online and mobile platforms, many of

them available 24 hours per day, 7 days per week, and often concurrently within the same location or interactive platform.

multiple hosting solutions capable of fulfilling the product delivery needs of our customers including our proprietary Virtual Plug

and Play (“VPP”) end to end online and mobile turnkey solutions.

In addition, a cloud-based solution is available to

customers who require an XML sportsbook integration that is fully hosted and operated by Inspired.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenue generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

99% of total revenue on a recurring basis under long-term contracts for which our standard term is three years in duration.

Our Virtual Sports business designs, develops, markets and distributes

games that create an always-on sports wagering experience in betting shops and other locations and online.

Our Virtual Sports product

comprises a complex software and networking package that provides fixed-odds wagering on an ultra-high definition, computer-rendered simulations

of sporting events, such as soccer, football or basketball.

This product enables players to place bets on simulated sporting events, without

being bound to live event schedules.

We have developed this technology using advanced motion capture techniques and a TV and film graphics

team to create highly realistic simulations.

We believe we are among the most innovative suppliers of Virtual Sports gaming products worldwide.

Our diverse portfolio

of sports and numbers-based games is available in approximately 30,000 retail venues and through multiple online platforms.

We have operations

across 20+ gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

Virtual Sports portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™,

V-Play Basketball™, and V-Play Baseball™, along with greyhound racing, horse racing, tennis, motor racing, cycling,

cricket, speedway, golf and darts.

Furthermore, we have licensing agreements for the use of sports brands, and associated marks or

trade-dress archival footage, or a combination of the foregoing, including a partnership with the National Basketball Association

(“NBA”), the National Hockey League (“NHL”), Major League Baseball Players

Alumni Association (“MLBPAA”) and, pursuant to our licensing arrangements with Aristocrat Gaming, the National Football League

customers include some of the largest operators in lottery, gaming and sports betting globally.

We are contracted to supply Virtual

Sports to mobile and online operators across key regulated markets, including the United Kingdom;

states of Nevada,

Pennsylvania, New Jersey, and the District of Columbia;

Gibraltar and other regulated markets in Europe, including Italy, Greece and Poland.

We also supply customers based in Ontario, Turkey and Morocco.

Our technology is adaptable to sports betting, lottery, and gaming environments,

making it accessible to a wide range of customers in both public and private sectors.

Our Virtual Sports events are available to millions of customers worldwide, through retail, online and mobile platforms,

many of which are available 24/7.

We offer multiple hosting solutions tailored to customer needs, including our proprietary Virtual Plug and

Play (“VPP”) turnkey solution for online and mobile platforms.

Additionally, our cloud-based XML sportsbook integration enables

fully hosted and managed Virtual Sports solutions for customers seeking seamless product delivery.

Virtual Sports products are typically offered to operators on a participation-based revenue model, where we receive a share of the

gaming revenue generated, along with an upfront software licensing fee, hosting fees, or a combination of the foregoing.

recurring revenue model, approximately 97% of the total Virtual Sports segment revenue is generated under long to medium-term

contracts, with a standard contract duration of three years.

the year ended December 31, 2024, our Virtual Sports segment generated revenue and Adjusted EBITDA of $45.4 million and $36.0 million,

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Adjusted EBITDA, respectively.

Interactive business uses unique interactive-only content as well as offerings from our Gaming and Virtual Sports segments to create

games that are hosted on remote gaming servers.

This allows online gaming operators to use our games and content online and on mobile

devices worldwide.

Our interactive content includes a wide range of random number generated casino content from feature-rich

bonus games to European-style casino free spins and table games incorporating well-known first and third-party brands including

Space Invaders ® , 20p Roulette™, Jagr’s Super Slot™, Super Hot Fruits ® and Reel King

Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of

operators and aggregators through its proprietary Virgo RGS™.

Games are available on over 300 websites across much of

regulated Europe including the UK, Gibraltar, Malta, Spain, Sweden, Italy, Germany, the Netherlands, Romania, Greece and Belgium as

well as in New Jersey, Michigan, Pennsylvania, Connecticut, Alberta, Ontario and Quebec.

Virgo Remote Gaming System (“RGS™”) is integrated with a number of best known casino brands, including William Hill, Entain, bet365, Flutter, 888, Kindred,

Gamesys, BetFred, Rank, Leo Vegas, OPAP and Stoiximan.

We are also live with a number of notable North American operators:

Bet MGM, Draft

Kings, Caesars, Resorts/Mohegan, Rush Street Interactive, Wynn, Unibet, Ballys, Tipico, Ocean, 888 and Golden Nugget and with Loto Quebec

2023 we launched our Hybrid Dealer® product with Caesars Digital.

The product is a new product category for the segment

which offers players branded casino and gameshow content without the challenges associated with live-dealer products.

Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of

stakes wagered or a percentage of net gaming revenue.

For the year ended December 31, 2023, our Interactive segment generated revenue

and Adjusted EBITDA of $27.9 million and $15.4 million, respectively.

Revenue in 2024 compared to the

prior year is primarily affected by our exposure to a single customer in a particular geography, where revenues have consistently declined

throughout the year.

This decline is mainly due to the customer pulling back on promotions with virtual sports customers.

anticipate this trend will improve as we diversify our customer base, market reach and expand our delivery channels, with several opportunities in the

During 2024 we consolidated the Virtual Sports product and technical function, that had previously been separate,

into the company-wide product and technical group to enhance our ability to take advantage of these opportunities.

Our Interactive business uses unique interactive-only content as well as

offerings from our Gaming and Virtual Sports segments to create games that are hosted on remote gaming servers.

This allows online gaming

operators to use our games and content online and on mobile devices worldwide.

Our interactive content includes a wide range of random

number generated casino content from feature-rich bonus games to European-style casino free spins and table games incorporating well-known

first and third-party brands including Space Invaders ® , 20p Roulette™, Super Hot Fruits ® and Reel

King Megaways™.

Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of operators

and aggregators through its proprietary Virgo RGS™.

Games are available on over 300 websites across much of regulated Europe and

North American territories in the form of New Jersey, Michigan, Pennsylvania, Connecticut, Alberta, Ontario and Quebec.

Other prominent

territories the segment operates in outside of these include the markets of Brazil and Mexico.

Virgo Remote Gaming System (“RGS™”) is integrated with a number of leading casino brands, including William Hill,

Entain, bet365, Flutter, 888, Kindred, Gamesys, Betfred, Rank, Leo Vegas, OPAP, Kaizen, Betano and Stoiximan.

We are also live with

a number of notable North American operators:

Bet MGM, Draft Kings, Caesars, FanDuel, Rush Street Interactive, Golden Nugget and

Loto Quebec in Canada.

We have launched our Hybrid Dealer® product which is a new product category for the segment and offers players

branded casino and gameshow content without the challenges associated with live-dealer products.

This product category was live with BetMGM

in 2024, and there is a clear expansion plan as we enter 2025 to roll the product out to an increased number of the Inspired customer

Interactive products are typically offered to operators on a participation basis, whereby we typically receive a percentage of net

gaming revenue generated by the interactive content.

For the year ended December 31, 2024, our Interactive segment generated revenue and Adjusted EBITDA of $39.3

million and $25.6 million, respectively, as compared to the year ended December 31, 2023, during which we generated revenue and

Adjusted EBITDA of $27.9 million and $15.4 million, respectively.

With our participation-driven business model, approximately 100%

of revenue for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard term is three

years in duration.

of revenue for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard term is

three years in duration.

We have successfully renewed all of our key Interactive contracts expiring over the last three years.

EBITDA margins

in this segment will expand as our revenue grows due to the low variable costs we expect to incur on incremental revenue, versus our

existing base of revenue.

are a supplier of gaming terminals and amusement machines to the Leisure and Hospitality sectors and are one of the largest

operators of “pay to play” gaming terminals and amusement machines in the UK.

As of December 31, 2023, we supplied and

operated over 11,000 gaming terminals and 4,500 pool tables, prize vending and jukeboxes located in pubs, bingo halls, and adult

gaming centers.

EBITDA margins in this segment remain steady and growing due to the low variable costs we expect to incur on incremental revenue,

versus our existing base of revenue, but with additional pressures due to new taxes levied in newly regulated markets such as Brazil, where taxes on gross gaming revenue came into force on January 1,

2025 together with withholding taxes on revenue due to licensees being based locally, or in more mature markets such as UK where mandatory levies based

on a gross gambling yield (“GGY”) have been introduced as contributions towards the study, prevention and treatment of gambling

related harm and/or other measures are to be introduced such as online stake limits.

We are a supplier of gaming terminals and amusement machines to the Leisure

and Hospitality sectors and are one of the largest operators of “pay to play” gaming terminals and amusement machines in the

As of December 31, 2024, we supplied and operated over 10,000 gaming terminals and 3,500 pool tables, prize vending and jukeboxes

located in pubs, bingo halls, and adult gaming centers.

We also service approximately 2,800 gaming terminals under maintenance only contracts.

The increasing majority of

gaming terminals we operate are server based, allowing us to distribute content supplied by our “in house” design

studios as well as some of the most popular content titles from our strategic partners.

The increasing majority of gaming terminals we operate are server based, allowing us to distribute content supplied by our “in house”

design studios as well as some of the most popular content titles from our strategic partners.

addition, we also supply and operate approximately 8,000 amusement machines and 1,400 gaming terminals in family entertainment centers

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Commercial arrangements are typically

structured as either revenue participations or rental agreements.

structured as either revenue participation or rental agreements.

customers in this segment include large pub operators JD Wetherspoons, Stonegate Pub Company, Greene King, Mitchells and Butler, Whitbread

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We have joint venture agreements with holiday

park operators including Parkdean Resorts, Bourne Leisure and Butlins, where we supply machines and trained staff to manage and operate

family entertainment centers.

our Leisure segment had, as of December 31, 2023, an installed base of over 11,000 gaming terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a

percentage of volumes generated by these machines.

Because we participate in our customers’ revenue under such contracts, we are

aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the win per unit per day

of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed

With our participation-driven business model, approximately 98% of revenue for our Leisure segment is recurring in nature and

derived under long-term contracts.

We installed over one thousand Vantage Cat C cabinets to our Pubs estate during the year and we have

successfully renewed or extended contracts with JD Wetherspoon, Stonegate and Center Parcs.

park operators including Parkdean Resorts, Bourne Leisure (Haven), Butlins and Cove, where we supply machines and trained staff to manage

and operate family entertainment centers.

our Leisure segment had, as of December 31, 2024, an installed base of over 10,000 gaming terminals, which were operated primarily

under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each

machine, in a percentage of volumes generated by these machines.

Because we participate in our customers’ revenue under such

contracts, we are aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the

win per unit per day of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee

for certain of our installed units.

With our participation-driven business model, approximately 97% of revenue for our Leisure

segment is recurring in nature and derived under long-term contracts.

We installed over six hundred Vantage Cat C cabinets to our

Pubs estate during the year and we have successfully renewed or extended contracts with Moto Hospitality, Park Dean Resorts, Buzz Bingo and

the year ended December 31, 2024, our Leisure segment generated revenue and Adjusted EBITDA of $101.8 million and $23.3 million respectively,

as compared to the year ended December 31, 2023, during which we generated revenue and Adjusted EBITDA of $96.3 million and $19.4 million,

respectively.

believe key factors that give us an advantage in the gaming technology space include:

presence across multiple Product Verticals

have a substantial installed base, including over 32,000 digital terminals in the Gaming segment

located across key jurisdictions in the UK, Greece, Italy and South America, with approximately 12,800 terminals installed

in UK Licensed Betting Offices and approximately 8,700 installed in Greek VLTs.

In our Leisure

segment, we supply and operate an installed base of approximately 11,000 gaming terminals (including approximately 2,800 gaming terminals

under maintenance only contracts) and 4,500 pool tables, prize vending and jukeboxes to pubs, bingo halls and adult gaming centers.

addition, we also supply and operate approximately 9,500 amusement machines and 2,200 gaming terminals in family entertainment centers

located in holiday parks, bowling centers and other entertainment venues.

We have content and

products in our Virtual Sports segment, which offers a wide range of sports and numbers games through approximately 32,000 retail venues

as well as through various online channels.

Our Virtual Sports gaming products are installed in approximately 32 gaming jurisdictions

worldwide, including the UK, Italy, Greece, Morocco and the United States, our customers being many of the largest operators of lottery,

have a substantial installed base, including over 32,000 digital terminals in the Gaming segment located across key jurisdictions in

the UK, Greece and Italy, with approximately 12,800 terminals installed in UK Licensed Betting Offices and approximately 8,700

terminals installed in Greek venues.

In our Leisure segment, we supply and operate an installed base of approximately 11,000 gaming

terminals (including approximately 2,800 gaming terminals under maintenance only contracts) and 4,500 pool tables, prize vending and

jukeboxes to pubs, bingo halls and adult gaming centers.

In addition, we also supply and operate approximately 9,500 amusement

machines and 2,200 gaming terminals in family entertainment centers located in holiday parks, bowling centers and other

entertainment venues.

We have content and products in our Virtual Sports segment, which offers

a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various online channels.

Virtual Sports gaming products are available in approximately 32 gaming jurisdictions

worldwide, including the UK, Italy, Greece, Morocco and the U.S., our customers being many of the largest operators of lottery,

gaming, and betting operations worldwide.

Additionally, our Interactive segment provides a wide range of iGaming content to large operators

primarily located in the UK, Italy, Greece and North America, as well as several other countries across Europe through over approximately

250 websites.

Additionally, our Interactive segment provides a wide range of iGaming content to large

operators primarily marketing to customers located in the UK, Italy, Greece and North America, as well as several other regulated

countries across Europe through over approximately 250 websites.

Diversified Business Underpinned by Longstanding Customer Relationships

operate in several business segments and geographic locations that provide us a diversified revenue and cash flow stream that has

operate in several business segments and geographic locations that provide a diversified revenue and cash flow stream that has

proven to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our

revenue in each of the last three years, our Virtual Sports and Interactive segments represent substantial growth opportunities as

demonstrated by recent trends where Virtual Sports and Interactive trading has been seen to be increasing, which are expected to continue to diversify our business.

Additionally, we continue to expand in

high growth markets, such as North America, which are expected to drive further geographic diversification across business segments.

We have over 600 customers, including major lottery, sports betting and gaming operators (both interactive and location-based)

within regulated sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing and in

excess of 10 years.

We expect that our diverse customer base will afford us opportunities to sell incremental products to certain of

these customers in the future.

revenue in each of the last three years, our Interactive segment represents substantial growth opportunities in the digital and

retail space, which is expected to continue to diversify our business, together with Virtual Sports in Latin America.

Additionally, we continue to expand in high growth markets,

such as North America, which are expected to drive further geographic diversification across business segments.

700 customers, including major lottery, sports betting and gaming operators (both interactive and location-based) within regulated

sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing and in excess of 10 years.

expect that our diverse customer base will afford us opportunities to sell incremental products to certain of these customers in the

Recurring Revenue Supported by Long-Term Participation-Based Contracts

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86% of total revenue, as compared to approximately 79% of total revenue for the year ended December 31, 2023.

Our content and products, which are provided primarily

pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the demand of our end users.

long-term contracts typically have an initial duration of three to five years depending on the business segment and the customer and,

over the last three years, we have successfully renewed the significant majority of expiring contracts with key customers in our Gaming,

Virtual Sports, Interactive and Leisure segments.

Our content and products,

which are provided primarily pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the

demand of our end users.

Our long-term contracts typically have an initial duration of three to five years depending on the

business segment and the customer and, over the last three years, we have successfully renewed the significant majority of expiring contracts

with key customers in our Gaming, Virtual Sports, Interactive and Leisure segments.

Technology and Track-Record of Strong Content Development

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We combine complementary expertise in

technology and operations, positioning us as a provider of superior technical solutions.

As of December 31, 2023, we held approximately

15 patents and approximately 200 trademarks worldwide.

We focus our product development efforts on emerging technology trends, utilizing

a combination of customer research, design experience and engineering excellence.

We are committed to developing innovative products

for our customers and are focused on improving player entertainment and customer profitability.

technology and operations, positioning us as a provider of superior content and technical solutions.

As of December 31, 2024, we

held approximately 25 patents or patent applications and approximately 300 trademarks worldwide.

We focus our product development

efforts on emerging content and technology trends, utilizing a combination of customer research, design experience and engineering

We are committed to developing innovative products for our customers and are focused on improving player entertainment

and customer profitability.

believe convergence trends in the gaming industry emphasize the importance of proprietary content, including licensed content.

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currency at constant rate basis between 2019 and 2024.

We believe this growth has been driven, in part, by our content library of over

100 slot games .

Many of our recent game launches, including Gold Cash Free Spins™, Big Fishing Fortune™, and the Reel King

® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though, unlike

our older games, they originated online and, once proved successful, were migrated to retail platforms.

Inspired’s Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Sports revenue has been growing fast and has achieved high Adjusted EBITDA margins, while providing an attractive recurring-revenue base.

We believe this growth has been driven, in part, by our content library

of over 100 slot games.

Many of our recent game launches, including Gold Cash Free Spins™, Big Fishing Fortune™, and the

Reel King ® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though,

unlike our older games, they originated online and, once proved successful, were migrated to retail platforms.

Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Our Virtual Sports

revenue has achieved high EBITDA margins, while providing an attractive recurring revenue

To Benefit From Key Market Trends

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of proprietary content.

multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization

of online gaming in certain parts of the United States, Canada and other jurisdictions.

Such jurisdictions have provided new growth opportunities

for gaming and lottery operators through the introduction of new channels and portals for delivering games to customers.

This supplements

the existing broad-based online gambling market across Europe.

Our multi-channel solutions and customer relationship management capabilities

position us to take advantage of new opportunities to extend our gaming solutions across different channels for our customers to reach

new players, expand the player demographic base and access players wherever they are whenever they want to play.

Our technology extends

play for existing players and has the capability to reach new player segments.

This and other technology help position us for future

online real-money gaming opportunities by offering play-for-fun online gaming options in jurisdictions where online real-money gaming

may be legalized in the future.

initiatives, such as the legalization of casino operations in new jurisdictions, increases in the number of casinos allowed to operate

in a given jurisdiction and the legalization of new products, have helped stimulate growth in the gaming market.

In the United States,

legislative change has led to an increase in the legalization of sports betting.

As of December 31, 2023, 30 U.S.

states and the District

of Columbia have legalized sports betting.

multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization of

online gaming in certain parts of the United States, Canada, Brazil, LATAM more generally and other jurisdictions.

jurisdictions have provided new growth opportunities for gaming, interactive, sports and lottery operators through the introduction

of new channels and portals for delivering games and content to customers.

This supplements the existing broad-based online gambling

market across Europe.

Our multi-channel solutions and customer relationship management capabilities position us to take advantage of

new opportunities to extend our gaming solutions across different channels for our customers to reach new players, expand the player

demographic base and access players wherever they are whenever they want to play.

Our technology extends engagement for existing

players and has the capability to reach new player segments.

This and other technology help position us for future online real-money

gaming opportunities by offering play-for-fun online gaming options in jurisdictions where online real-money gaming may be legalized

in the future.

Government initiatives, such as the legalization of casino operations in

new jurisdictions, increases in the number of casinos allowed to operate in a given jurisdiction and the legalization of new products,

have helped stimulate growth in the gaming market.

In the United States, legislative change has led to an increase in the legalization

of sports betting or online gaming As of December 31, 2024 online casinos are legal in eight (8) states after Rhode Island went live on

March 5, 2024 and several other states have proposed bills for regulation.

Management Team

seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past

leadership includes growing a diversified global gaming technology company both organically and through extensive acquisitions and

joint ventures further bolstering the business.

Other members of the Company’s Office of the Executive Chairman (the

“OEC”) are our President and Chief Executive Officer, Brooks H.

our Interim Chief Financial Officer, Marilyn

and our Executive Vice President and General Counsel, Carys Damon (to be succeeded by Simona Camilleri effective July 1, 2024).

The OEC executes the day-to-day management of the

Our management team has broad and deep experience in the gaming industry, working with lotteries, casino operators, betting

platforms, and online operators.

The members of the OEC have, on average, decades of experience in the gaming industry, including

relationships with customers around the world, helping them build and sustain revenue growth.

In addition, the members of the OEC

have centered their careers on identifying, acquiring and integrating, through the implementation of value creation initiatives,

complementary businesses.

management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership includes

growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures further

bolstering the business.

In addition to Mr.

Weil, who is our principal executive officer, our management team includes Brooks H.

our President and Chief Executive Officer;

James Richardson, our Chief Financial Officer;

and Simona Camilleri, our Executive Vice President

and General Counsel.

The current structure replaces our prior Office of the Executive Chairman.

Our management team has broad

and deep experience in the gaming industry, working with lotteries, casino operators, betting and gaming platforms, content suppliers

and online operators.

The members of the management team between them have decades of experience in the gaming industry, including relationships

with suppliers and customers around the world, helping them build and sustain revenue growth and achieve strategic objectives.

seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players

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We place great emphasis

on developing creative solutions, in terms of game content and play that deliver and sustain superior performance through operators across

interactive and location-based channels.

Our technology often allows us to update our games and operating software remotely, keeping

pace with evolving requirements in game play, security, technology and regulations.

on developing creative and wide-ranging solutions, in terms of digital content and play that deliver and sustain superior performance

through operators across online, mobile and location-based channels.

Our technology often allows us to update our games and operating

software remotely, keeping pace with evolving customer and regulatory requirements affecting game software, security, features, reporting,

interoperability and in-built technology.

We seek to achieve these goals as we:

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distribution channels.

continually invest in new content and product development in each of the business segments in which we operate.

We believe these investments

can benefit our existing and prospective customers by making new content and products available to them and bringing exciting entertainment

experiences to their players.

Our approach, which seeks to distribute our content across a wide range of channels, protocols and regulatory

standards, allows us to distribute our content across multiple sectors in which we operate on a cost-efficient basis.

We have continued

to focus on channels where we believe there is considerable growth available – especially in our digital businesses.

our technological approach allows us to quickly adapt to changes in player preferences.

to invest in content and technology in order to grow our existing customers’ revenue and penetrate new customers in our existing

the last three years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,

continually invest in new content and product development and delivery channels in each of the business segments in which we operate,

believing these to benefit our existing and prospective customers.

Our approach seeks to distribute our content across a wide range of

channels, sectors, protocols and regulatory standards, on a cost-efficient basis.

We have continued to focus on channels where we believe

there is considerable growth available – especially in our digital businesses.

We believe our technological approach allows us

to quickly adapt to changes in player preferences and trends, and to comply with applicable laws.

to invest in content, technology and delivery channels in order to grow our existing customers’ revenue and penetrate new customers

in our existing markets.

the last few years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,

where our revenue typically grows in line with the growth of our customers’ gaming revenue from our content and products.

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Accordingly, we continually invest in new content and technology offerings

that we believe will enable our customers to keep their offerings fresh and allow them to offer their players new forms of entertainment.

As our content demonstrates successful commercial results, we seek to place it with additional customers who recognize its performance.

We believe content development is a key aspect of our strategy and we intend to continue this strategic priority for each of the businesses

in which we operate.

new customers by expanding into underpenetrated markets.

that permit our customers to keep their offerings fresh, offering their players new forms of entertainment.

As our content demonstrates

successful commercial results, we seek to place it with additional customers who may recognize its value and performance.

content development is a key aspect of our overall strategy and we intend to continue this strategic priority for each of the business

segments in which we operate.

new customers, or extend our collaboration with existing customers, by expanding into new markets.

believe our historical growth has been driven by our entry into new geographies and supplemented by increasing our share in existing

We expect to continue to focus on North American markets in the Gaming, Virtual Sports and Interactive segments for such expansion.

We believe North America is a major gaming market in which we currently have limited participation, but where our products are well positioned,

or can be positioned, for future success.

We also believe there are likely to be growth opportunities in Latin America which will be available to us in the future.

We expect to continue to focus on North and South American markets in the Gaming, Virtual Sports, Lottery and Interactive

segments where room for such expansion may exist and where regulations allow.

We believe North America is a valuable gaming market

in which we currently have more limited participation and a lower market share, but where we expect our products can be positioned

for future success.

Effective January 1, 2025, Brazil has launched its newly regulated market and we believe that we are

well-positioned to continue to pursue our strategy there including the roll out of localized content offerings in Hybrid Dealer,

Interactive and Virtual Sports segments in Brazil, and other segments should these become regulated.

We also believe there may be

further growth opportunities in Latin America which will be available to us in the future, as new regulations permit.

targeted mergers and acquisitions to expand our product portfolio and distribution footprint.

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of operating, investing, financial and transactional experience that we believe will serve the Company well as it seeks to identify opportunities

for value-adding acquisitions and negotiate and close on beneficial acquisition transactions.

In December 2021, we completed the acquisition

of Sportech Lotteries, LLC (currently Inspired Entertainment Lotteries LLC), which is our first lottery-focused acquisition, further

diversifying our business model on a product, customer, and geographic level.

for value-adding acquisitions to negotiate and close on potential acquisition transactions.

operate within the global gaming and lottery industry.

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over the last decade.

According to the H2 Database, the global gaming and lottery industry has grown at a 2% compounded annual growth

rate from 2012 to 2022, which has been driven by increased consumer spend and the introduction of new regulated sectors but declined

dramatically in 2020 due to land-based venues being closed due to COVID-19 mandated shutdowns and restrictions.

According to the H2 Database, the global gaming and lottery industry has grown at an estimated 4% compounded annual

growth rate from 2014 to 2024.

this period, the digital online and mobile gaming and lottery sectors have grown at a faster pace than the industry as a whole.

to the H2 Database, these industry sectors have grown at a 15% compounded annual growth rate from 2012 to 2022, driven by rapid growth

in the deployment of digital games and technologies, including many of our products, into land-based venues in the primary sectors in

which we operate, where regulators have supported the transition to digital, online and retail channels.

According to the H2 Database,

the total global gaming and lottery industry is projected to grow an average of 6% per year from 2022 to 2027 driven by the projected

growth in mobile and online gaming.

believe the global gaming and lottery industry will return to a growth trajectory, with more robust growth in the digital gaming and

lottery sectors, as further described below.

We believe the industry is content driven and, much like music, videogames and motion pictures,

will continue to be transformed by the propagation of digitally-networked technologies.

to the H2 Database, these industry sectors have grown at an estimated 17% compounded annual growth rate from 2014 to 2024, driven by

rapid growth in the deployment of digital games and technologies, including many of our products, into land-based venues in the primary

sectors in which we operate, where regulators have supported the transition to digital, online and retail channels.

According to the

H2 Database, the total global gaming and lottery industry is projected to grow an average of 6% per year from 2024 to 2029 driven by

the projected growth in mobile and online gaming.

a gaming and lottery business-to-business supplier focused on digital products and technologies, we believe we are well positioned to

benefit from these trends.

benefit from the broader global digital and mobile trends further described below.

of Digital Adoption

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Opening of new gaming territories .

Many national and state governments operating in developed economies in Europe and the United

States are suffering from structural funding deficits.

The regulation and liberalization of gaming and lottery is frequently relied upon

Many national and state governments operating in developed economies in Europe, LATAM and

North America are suffering from structural funding deficits in a post – COVID environment or dealing with a large influx of unregulated

gaming offerings usually offered through offshore and remote means.

The regulation and taxation of gaming and lottery may be relied upon

to raise new sources of revenue for these governments.

In most cases, we believe such liberalization does not favor buildouts of large

new destination resort casinos, but rather focuses on smaller distributed gaming (“EDGE”) venues with lottery, gaming and

sports betting, combined with online or mobile gaming.

In some cases, liberalization may favor buildouts of large new destination resort

casinos, but in others, regulation may rather focus on smaller distributed gaming (“EDGE”) venues with lottery, gaming and

sports betting, combined with remote gaming.

Multi-Channel Offerings:

Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and location

In many established sectors, as existing gaming sectors mature, governments and regulatory authorities have implemented

regulations to upgrade the established terminal base to digital operation.

As existing gaming sectors mature, governments and regulatory authorities have implemented regulations to upgrade the

established terminal base to digital operation.

and Mobile Devices:

Rapid adoption of gaming and lottery applications on growing volume .

In certain sectors, mobile play on sports

betting and gaming now exceeds such play on personal computers.

According to the H2 Database, mobile gaming revenue in such sectors

exhibited a 27.0% compound annual growth rate between 2010 and 2021.

Mobile gaming and lottery are now expanding in other sectors, and

mobile play has recently been approved in other sectors for gaming or lottery.

addition to the foregoing, we believe there are significant benefits for our customers in adopting digitally networked gaming and lottery

technologies.

We believe our digitally-enabled products allow operators to remotely manage their operations with minimal disruption to

their businesses.

The system centralization enabled by digital operations offers flexibility to rotate or change games, tailor game availability

to time-of-day, target specific player demographics and take advantage of seasonal and themed marketing opportunities.

New games often

can be phased in without the interim revenue declines often associated with replacing games on traditional slot machines.

digital operations permit more games per terminal, enabling operators to test new games and new suppliers, seek to appeal to a broader

base of players with minimal cost or risk, commission games from third-party suppliers on an open game interface and reduce procurement

Moreover, digital operations can significantly reduce the need for on-site repairs, improve terminal up-time and should extend

terminal life cycles as well as the time period over which capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the

most significant recurring revenue.

Rapid adoption of gaming and lottery applications on growing volume focus on smaller distributed gaming (“EDGE”)

venues with lottery, gaming and sports betting, combined with online or mobile gaming and betting.

certain sectors, mobile play on sports betting and gaming now exceeds such play on personal computers.

According to the H2 Database,

mobile gaming revenue in such sectors exhibited a 27.0% compound annual growth rate between 2010 and 2021.

Mobile gaming and lottery

are now expanding in other sectors, and mobile play has recently been approved in other sectors for gaming or lottery.

believe there are significant benefits for our customers in adopting digitally networked gaming and lottery technologies.

our digitally-enabled products allow operators to remotely manage their operations with minimal disruption to their businesses.

centralization enabled by digital operations offers flexibility to rotate or change games, tailor game availability to time-of-day, target

specific player demographics and take advantage of seasonal and themed marketing opportunities.

New games often can be phased in without

the interim revenue declines often associated with replacing games on traditional lottery terminals or slot machines.

In addition, digital

operations permit more games per terminal, enabling operators to test new games and new suppliers, seek to appeal to a broader base of

players with minimal cost or risk, commission games from third-party suppliers on an open game interface and reduce procurement risk.

Moreover, digital operations can significantly reduce the need for on-site repairs, improve terminal up-time and should extend terminal

life cycles as well as the time period over which capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenue.

The gaming regulator responsible for our activities in Great Britain is the Gambling Commission.

In Italy, the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli

In Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we are licensed or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming

Authority, Licensing Authority of Gibraltar, the Alderney Gambling Control Commission, the Belgian Commission, Autorité Des

Marchés Financiers (Quebec) and state regulators in various jurisdictions in North America.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2) and ETG

machines to third parties who are licensed to operate such machines in bricks-and-mortar premises.

In addition, we operate a number of

Adult Entertainment Centers.

We also supply virtual racing software to local retail venues and to online operators who are licensed to

target the British sector.

We also supply our Interactive product to remote operators who are licensed to target the British sector.

The provision of our products and services in relation to the British sector is authorized by a series of licenses issued by the UK Gambling

Commission, namely remote and non-remote Gaming Machine Technical (Full) operating licenses, a remote casino operating license, a remote

and non-remote gambling software license and a remote general betting standard (virtual events) license gaming machine general adult

gaming center license and a gaming machine general family entertainment center license.

the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”).

Greece, the operation of gaming machines and remote gaming is regulated by the Hellenic Gaming Commission.

In addition, we are licensed

or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming Authority, His Majesty’s

Government Gibraltar, the Alderney Gambling Control Commission, the Belgian Kansspel Commissie, Romania – Oficiul National pentru

Jocuri de Noroc, Autorité Des Marchés Financiers (Quebec), Nova Scotia Alcohol, Gaming, Fuel and Tomabbo Division, Saskatchewan

Liquor and Gaming Authority, Alcohol and Gaming Commission (Ontario), Ministerio de Comercio Exterior y Turismo (MINCETEUR) in Peru and

state regulators in various jurisdictions in North America such as New Jersey, Pennsylvania, Michigan, Illinois and others.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2), Category

C gaming machines, Category D gaming machines and ETG machines to third parties who are licensed to operate such machines in bricks-and-mortar

In addition, we operate a number of Adult Entertainment Centers.

We also supply virtual sports software to local retail venues

and to online operators who are licensed to target the British sector.

We also supply our Interactive product to remote operators who

are licensed to target the British sector.

The provision of our products and services in relation to the British sector is authorized

by a multi-category operating license issued by the UK Gambling Commission, namely remote and non-remote Gaming Machine Technical (Full)

operating licenses, a remote casino operating license, a remote and non-remote gambling software license and a remote general betting

standard (virtual events) license gaming machine general adult gaming center license and a gaming machine general family entertainment

center license.

Betting and Gaming Laws and Regulations.

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The Gambling Commission regularly reviews and revises the LCCP

with the most recent proposals expected to come into effect on 28 February 2025 (Financial vulnerability checks) and 1 May 2025 (Improving

customer choice on direct marketing).

returns and reporting of key events:

The LCCP requires licensees to submit quarterly returns to the Gambling Commission detailing

prescribed operational data.

Licensees are also required to notify the Gambling Commission as soon as practicable and in any event

within 5 working days of becoming aware of the occurrence of certain specified “key events” which, in summary, are events

which could have a significant impact on the nature or structure of the licensee’s business.

Licensees are also required to

notify suspicion of offenses and suspicious gambling activity.

prescribed operational data to ensure licensees are within correct fee categories and also to provide vital information regarding

the UK market to enable the UK Gambling Commission to regulate effectively and publish industry statistics.

Licensees are also required

to notify the Gambling Commission as soon as practicable and in any event within 5 working days of becoming aware of the occurrence

of certain specified “key events” which, in summary, are events which could have a significant impact on the nature or

structure of the licensee’s business.

Licensees are also required to notify suspicion of offenses and suspicious gambling activity.

Key management personnel are required to maintain personal licenses authorizing them to discharge certain responsibilities

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operate two different gaming businesses in Italy.

We provide platform and games for video lottery terminals and we also supply platforms for bets on Virtual Sports events to betting shops and online platforms.

businesses are operated through the Italian branches of certain of our UK subsidiaries.

These branches hold police licenses and are

enrolled in the ADM Register of Gestori, as further described below.

We supply our platform and games and Virtual Sports products

only to operators licensed under Italian gaming laws and regulations.

We provide platform and games for video lottery terminals and we also supply platforms

for bets on Virtual Sports events to betting shops and online platforms.

Our businesses are operated through the Italian branches of

certain of our UK subsidiaries.

These branches hold police licenses and are enrolled in the ADM Register of Gestori, as further described

We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming laws and regulations.

VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM.

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connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports products, must hold

an Italian gaming license.

No gaming license is required in order to supply VLTs or Virtual Sports products to such operators.

platforms, machines and games, and Virtual Sports platforms and games, must be certified and approved by either SOGEI, an entity controlled

by the Italian Ministry of Finance and authorized to conduct such certifications or testing labs accredited with ADM.

Such certifications

and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports

platforms and games.

an Italian gaming license while operators of gaming halls where VLTs are located operate do not need a gaming license.

No gaming license

is required in order to supply VLTs or Virtual Sports products to such operators.

Such VLT platforms, machines and games, and Virtual

Sports platforms and games, must be certified and approved by either SOGEI, an entity controlled by the Italian Ministry of Finance and

authorized to conduct such certifications or testing labs accredited with ADM.

Such certifications and approvals must be obtained by

such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports platforms and games.

of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text

of Public Security Law provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed by article

1, paragraph 82 of Law No.

773) and be enrolled in a registry prescribed by article 1, paragraph

82 of Law No.

220/2010 and managed by ADM (known as the “ADM Register of Gestori”).

If a supplier of gaming

machines is not enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null

In addition, if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and

Enrollment in the ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business

entity and its directors.

In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such

entity’s direct or indirect parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

If a supplier of gaming machines is not

enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.

if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void.

Enrollment in the

ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business entity and its directors.

In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such entity’s direct or indirect

parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

of Virtual Sports products are not required to hold a police license, be enrolled in the Register of Gestori or otherwise be licensed

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VLTs under a certification provided by the Hellenic Gaming Commission.

We also supply Virtual Sports products

within retail venues operated by OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual

Sports to online operators in Greece including Stoiximan, OPAP and Novibet.

We also supply Virtual Sports products within retail venues operated

by OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual Sports to online operators

in Greece including Stoiximan, OPAP and Novibet.

Betting and Gaming Laws and Regulations :

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Regulation and Changes in Ownership

all of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our ownership

a number of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our ownership

structure and composition and, to varying extents and in various circumstances, require us to disclose certain information regarding

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when we first seek licenses or certifications, but also when material changes (measured at different levels) occur in the ownership of

As a result, material changes in our shareholdings may be subject to special procedures in order to ensure the continuation

of our gaming licenses and certifications.

As a result, material changes in our shareholdings may be subject to special procedures or consents in order to ensure the

continuation and confirmation of our gaming licenses and certifications.

one or more gaming authorities were to find that an officer, director, or key employee fails to qualify or is unsuitable for licensing

or unsuitable to continue having a relationship with us, we would be required to sever all relationships with such person.

Gaming authorities

may also require us to terminate the employment of any person who refuses to file appropriate applications.

many jurisdictions, certain of our stockholders may be required to undergo a suitability investigation similar to that described above.

Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of our voting securities, typically

5%, to report the acquisition to gaming authorities, and may be required to apply for qualification or a finding of suitability.

gaming authorities, however, allow an “institutional investor” to apply for a waiver.

continually invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments.

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We release over 100

games each year onto our own priority gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around the world in markets such as North

America, UK, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches are omni-channel, we have a focus on building

the right game for the right market and take pride in tweaking and modifying the math and themes for the target player.

In Virtual Sports,

we combine graphical assets and software that controls those assets to schedule events and generate results via a random number generator,

as well as supplying on demand versions of our content.

In 2020, we launched the VPP product range.

award winning Virtuals assets, with our Interactive RGS and the addition of a Virtuals Bet Management System, VPP gives our operators

a Virtuals Sportsbook in a box, with ease of integrations and operation.

We account for our development costs as software development

costs, and these are typically amortized over a two-year period.

principal supply arrangements concern the supply of our terminal components, content provision and outsourced labor.

We work closely

with our key suppliers to ensure a high level of quality of goods and services is obtained and have worked with many of these suppliers

for many years.

We have achieved significant cost savings through centralization of purchases.

customer base includes regulated operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, pubs, adult gaming

centers, holiday parks and regulated online operators.

We typically implement design and content variations to customize their terminals

and player experiences.

Our license agreements with customers for the provision of machines, content and Virtual Sports products include

provisions to protect our intellectual property rights in our games and other content.

games each year onto our own priority gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around

the world in markets such as North America, UK, Brazil, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches

are omni-channel, we have a focus on building the right game for the right market and take pride in tweaking modifying the math and themes

for the target player.

In Virtual Sports, we combine graphical assets betting market mathematics, proprietary scheduling software allowing

us to generate virtual sports markets and results for all our B2B customers.

In addition, our VPP (Virtuals Plug and Play) product range

leverages our award winning Virtuals assets, along with our RGS (remote gaming server) to produce our “Virtuals Sportsbook in a

box product”.

VPP allows our customers to operate our Virtuals Sports products without their own sportsbook.

We account for our

development costs as software development costs, and these are typically amortized over a two-year period.

principal supply arrangements concern the supply of our terminals, terminals components, content provision, license holders (branded

properties), and outsourced labor.

We work closely with our key suppliers to ensure a high level of quality of goods and services is

obtained and have worked with many of these suppliers for many years.

We have achieved significant cost savings through centralization

of purchases.

customer base includes regulated operators of lotteries, licensed sports bookmakers, operators of licensed betting offices, gaming and

bingo halls, casinos, pubs, adult gaming centers, holiday parks and regulated online operators.

We typically implement design and content

variations to customize their terminals and player experiences.

Our license agreements with customers for the provision of machines,

content and Virtual Sports products include provisions to protect our intellectual property rights in our games and other content.

Contracts – Gaming

contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for the terminals.

the terminals on an exclusive or non-exclusive basis for all terminals of a customer or for specific locations.

Under these contracts,

we have general obligations to deliver, install, upgrade and service the terminals and software.

The contracts may be terminated early

in various circumstances such as if we fail to meet performance targets in servicing the machines.

contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for use and operation in

conjunction with the terminals.

We supply the terminals on an exclusive or non-exclusive basis on a per customer or per location

Under these contracts, we have general obligations to deliver, install, upgrade and service the terminals and software.

contracts may be terminated early in various circumstances such as if we fail to meet performance targets in servicing the

some contracts, we receive an upfront fee for the provision of the terminals but more typically generate revenue as a percentage of income

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may be shorter for contract extensions).

Over the last three years, we have renewed a significant majority of contracts that were expiring.

Major contracts have been renewed over the past three (3) years.

Contracts – Virtual Sports

contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online or

retail channels, virtual sporting events such as darts, cricket, or basketball, and to enable end-users to place bets on these events.

contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online

or retail channels, virtual sporting events such as horse racing, soccer, football, darts, cricket, or basketball, and to enable

end-users to place bets on these events.

These are typically one-time non-exclusive licenses specific to the virtual sporting event.

We may agree to customize and brand the virtual

sporting events for the operator or to provide language variations of the event.

The contracts may be terminated early in various circumstances,

including, for example, if the operator fails to pay an invoice within 60 days of receipt.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a portion of the gaming revenue generated, plus an upfront software license fee.

With our participation-driven business model, our Virtual Sports segment produces approximately

99% of total revenue on a recurring basis under long-term contracts that average four years when entered into and we have historically

had a 100% renewal rate over the last three years for contracts that expired.

We may agree to customize and brand the virtual sporting events for the operator or to provide language variations of the event.

contracts may be terminated early in various circumstances, including, for example, if the operator fails to pay an invoice within

60 days of receipt.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a royalty for a portion of

the gaming revenue generated, plus an upfront software license fee and a hosting fee.

With our participation-driven business model,

our Virtual Sports segment produces approximately 99% of total revenue on a recurring basis under long-term contracts that average

three to four years when entered into and we have historically had a 100% renewal rate over the last three years for contracts that

Contracts – Interactive

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by end-users of an operator’s online gaming business operations.

The contracts may be terminated early in various circumstances,

A number of contracts have been concluded with aggregator platforms

to ensure wider distribution via the platform customers and a single integration, The contracts may be terminated early in various circumstances,

including material breach or inability to operate due to a change in regulatory status.

Interactive products are typically offered to operators on a participation basis, whereby we receive a percentage of total amount of

stakes wagered or a percentage of net gaming revenue.

With our participation-driven business model, approximately 100% of revenue for

our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years from when we entered into

these contracts.

Over the last three years, we have renewed approximately 100% of these contracts for those customers that have continued

Interactive products are typically offered to operators or platforms on a participation basis, whereby we receive a percentage of percentage

of net gaming revenue generated by reference to amount wagered on our content less winnings, agreed bonus deductions utilized in promoting

our content on the relevant platform, and any applicable gaming taxes.

With our participation-driven business model, approximately 100%

of revenue for our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years.

the last three years, we have renewed approximately 100% of these contracts for those customers that have continued to trade.

Contracts – Leisure

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including Finance, Legal, People (Human Resources), Investor Relations, Marketing and Communications, Quality, Compliance and Information

of December 31, 2023, we had approximately 1,700 employees, approximately 1,620 of which were full-time.

Of those employees, over 600

were dedicated to delivering our digital gaming platforms, content and manufacturing.

Approximately 70 of our employees were assigned

to the ongoing operation of our network, through which we supply and maintain our products.

Approximately 550 of our employees were involved

in UK field operations.

Our management, sales and administration teams accounted for approximately 200 employees.

of December 31, 2024, we had approximately 1,600 employees, approximately 1,420 of whom were full-time.

Of those employees,

approximately 470 were dedicated to delivering our digital gaming platforms, content and hardware and approximately 920 of our

employees were involved in UK field operations.

Our management, sales and administration teams accounted for approximately 240

intellectual property consists principally of the propriety software we develop to operate our network and in the design and distribution

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also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems, web

domains, and other intellectual property.

We also rely on certain products and technologies that we license from third parties.

licenses typically limit our use of intellectual property to specific uses and for specific time periods.

domains, and other intellectual property in Brazil, Canada, the U.S.

As of December 31, 2024, we held

approximately 25 patents and approximately 300 trademarks worldwide.

We also rely on certain products and technologies that we

license from third parties.

Proprietary licenses typically limit our use of intellectual property to specific uses and for specific

time periods.

terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.

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Information on our website is not incorporated into this report.

The SEC maintains a website that contains reports, proxy statements and

other information regarding issuers that file electronically with the SEC.

These materials may be obtained electronically by accessing

the SEC’s website at www.sec.gov.

The SEC maintains a website that

contains reports, proxy statements and other information regarding issuers that file electronically with the SEC.

These materials may

be obtained electronically by accessing the SEC’s website at www.sec.gov .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business