Inspired Entertainment, Inc.

Previous wording

For the three-months ended March 31, 2025, we derived approximately 65% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 10% from Greece, 11% from USA, and the remaining 14% across the rest of the world. For the three-months ended March 31, 2024, we derived approximately 74% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 10% from Greece, 6% from USA, and the remaining 10% across the rest of the world.

Current wording

For the three and six months ended June 30, 2025, we derived approximately 72% and 69% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), respectively, 5% (in both periods) from USA respectively, 8% and 9% from Greece respectively, and the remaining 15% and 17% across the rest of the world. During the three and six months ended June 30, 2024, we derived approximately 75% (in both periods) from the UK, 3% and 2% from USA respectively, 6% and 8% from Greece and 16% and 15% respectively for the rest of world.

Previous wording

As of March 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 74% to the UK, 11% to Greece and 15% across the rest of the world. As of March 31, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75% to the UK, 8% to Greece and 17% across the rest of the world.

Current wording

As of June 30, 2025, our non-current assets (excluding goodwill) were attributable as follows: 73% to the UK, 13% to Greece and 14% across the rest of the world. As of June 30, 2024, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 10% to Greece and 20% across the rest of the world.

Previous wording

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.

Current wording

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 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.

Previous wording

During the three-months ended March 31, 2025, we derived approximately 35% of our revenue from sales to customers outside the UK, compared to 26% during the three months ended March 31, 2024.

Current wording

During the three and six months ended June 30, 2025, we derived approximately 28% and 31% respectively of our revenue from sales to customers outside the UK (see discussion above), compared to 25% (in both periods) during the three and six months ended June 30, 2024, respectively.

Previous wording

In the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure but is one which management believes gives a clearer indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.

Current wording

In the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior year period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure, but one which management believes provides a useful indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.

Previous wording

Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the periods ended March 31, 2025 and March 31, 2024, the average GBP:USD rates were for the three-month period 1.26 and 1.27, respectively.

Current wording

Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the three month periods ended June 30, 2025 and June 30, 2024, the average GBP:USD rates were 1.34 and 1.26, respectively, and for the six-month ended June 30, 2025 period were 1.30 and 1.26, respectively.

Previous wording

During the three-month period ended March 31, 2025 in the Gaming segment, we completed the installation of 5,000 new Vantage® terminals to William Hill venues. In the Greek market 1,400 new terminals were delivered to OPAP as part of the order of 4,000 new VLT’s placed in the fourth quarter of 2024.

Current wording

During the three-month period ended June 30, 2025 in the Gaming segment, 798 new terminals were delivered to OPAP as part of the order of 4,000 new VLT’s placed in the Greek market in the fourth quarter of 2024 (all of which are expected to be delivered in 2025). In the Canadian market, the Alberta Gaming, Liquor and Cannabis (“AGLC”) ordered 58 new Valor CS terminals which were deployed in the quarter.

Previous wording

During the three-month period ended March 31, 2025 the Interactive segment went live with 18 new operators increasing the total number of customers at the end of the period by 15 due to the closure of a few smaller customers.

Current wording

During the three-month period ended June 30, 2025 the Interactive segment went live with nine new operators increasing the total number of net customers at the end of the period by six due to the closure of a few smaller customers.

Previous wording

Non-Staff related selling, general and administrative expenses for the three-month period ended March 31, 2025 decreased by $1.0 million, or 7%. The decrease in the three-month period was predominantly driven by reductions in Professional Fees of $1.0 million due to timing of activities, favorable realized gain on foreign currency movements of $0.3 million and lower facility costs of $0.2 million partially offset by higher IT costs of $0.5 million.

Current wording

The decrease in the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024 was predominantly driven by a favorable realized gain on foreign currency movements of $0.3 million and the decrease in the six-month period ended June 30, 2025 compared to the period ended June 30, 2024 was driven by reductions in professional fees of $0.9 million due to timing of activities as well as a favorable realized gain on foreign currency movements of $0.6 million.

Previous wording

During the three-month period ended March 31, 2025, the Company recorded expenses of $1.4 million, compared to expenses of $2.3 million, for the three-month period ended March 31, 2024. All expenses related to outstanding awards.

Current wording

During the three and six-month period ended June 30, 2025, the Company recorded stock-based compensation expenses of $1.8 million and $3.2 million, respectively, compared to stock-based compensation expenses of $1.6 million and $3.9 million for the three and six-month period ended June 30, 2024. All expenses related to outstanding awards.

Previous wording

Depreciation and amortization for the three-month period ended March 31, 2025, increased by $0.8 million, driven mainly by increases in Gaming of $0.5 million and Leisure increase of $0.2 million due to an increase in machine assets, Virtual Sports of $0.4 million for increased software development and intangible assets, offset by a reduction in Interactive of $0.5 million as assets reached full amortization.

Current wording

Depreciation and amortization for the six-month period ended June 30, 2025, increased by $4.4 million compared to the six-month period ended June 30, 2024. This increase was driven by increases in Gaming of $3.7 million and Leisure of $1.5 million, partially offset by a reduction in Virtual Sports of $0.4 million and Interactive of $0.4 million due to assets being fully depreciated.

Previous wording

Segment Results (for the three-months ended March 31, 2025, compared to the three-months ended March 31, 2024)

Current wording

Segment Results (for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024)

Previous wording

We generate revenue from our Gaming segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software updates and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Current wording

We generate revenue from our Gaming segment through delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software upgrades and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Previous wording

Set forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consists of Gaming participation revenue and fixed rental revenue.

Current wording

Set forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consist of Gaming participation revenue and fixed rental revenue.

Previous wording

All variances discussed in the Gaming results below are on a functional currency (at a constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Current wording

All variances discussed in the Gaming results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Previous wording

During the three-month period ended March 31, 2025, Gaming revenue decreased by $1.5 million, or 6% compared to the three-month period ended March 31, 2024. This was driven by a $1.3 million increase in Service revenue offset by a $2.8 million decrease in Product revenue.

Current wording

During the three and six-month period ended June 30, 2025, Gaming revenue decreased by $0.6 million and $2.0 million, or 2% and 4% respectively compare to the three and six month period ended June 30, 2024. This was driven by decreases in Product revenue of $3.7 million and $6.4 million, respectively, partially offset by increases in Service revenue of $3.1 million and $4.4 million, respectively.

Previous wording

The increase in Gaming Service revenue was driven by $0.9 million growth in the UK, predominantly due to the William Hill Vantage® terminal deployment.

Current wording

For the three-month period ended June 30, 2025 compared to the three-month period ended June 30, 2024, the increase in Gaming Service revenue was driven by increases of $2.7 million in the UK market predominantly due to the William Hill Vantage® terminal deployment, and a $0.7 million increase in the Greek market.

Previous wording

The Product revenue decrease was primarily driven by lower Product sales, as the prior year period contained higher volumes of hardware sales which are less predictable in nature.

Current wording

For the three and six-month period ended June 30, 2025 compared to the three and six-month period ended June 30, 2024 the Product revenue decrease was driven by lower unit sales, as the prior year period contained higher volumes of hardware sales which are less predictable in nature.

Previous wording

Net income for the three-month period ended March 31, 2025 increased by $1.9 million compared to the three-month period ended March 31, 2024. The increase was primarily due to a reduction in staff-related selling, general and administrative expenses of $1.3 million driven by the closure of the Bridgend manufacturing facility in 2024.

Current wording

Net income for the six-month period ended June 30, 2025, increased by $1.2 million, compared to the six-month period ended June 30, 2024. The increase was primarily due to a reduction in staff-related selling, general and administrative expenses of $1.3 million driven by the closure of the Bridgend manufacturing facility in 2024 as well as a decrease in Cost of Product of $3.7 due to lower volumes of hardware sales.

Previous wording

We generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Current wording

We generate revenue from our Virtual Sports segment through the on-premise solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Previous wording

We generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms integrated with our remote gaming server or directly on the Company’s remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Current wording

We generate revenue from our Interactive segment through the various games and content made available via third party aggregation platforms with Inspired’s remote gaming server or directly on the customers remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Previous wording

“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available in inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporated live games and inactive games.

Current wording

“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporates both live games and inactive games.

Previous wording

During the three-month period ended March 31, 2025 revenue increased by $4.1 million, or 51% compared to the three-month period ended March 31, 2024, driven by recurring revenue growth in the UK and North America due to the launch of new content across the estate and increased promotional activity through exclusive deals with tier-one customers.

Current wording

During three-month period ended June 30, 2025, revenue increased by $3.6 million, or 38% compared to the three-month period ended June 30, 2024 mainly driven by revenue growth in the UK, and North America due to the launch of new content across the estate and increased promotional activity through exclusive deals with tier-one customers.

Previous wording

Operating income for the three-month period ended March 31, 2025 increased by $4.0 million compared to the three-month period ended March 31, 2024. This increase was driven by the increase in gross margin, partially offset by increases in staff related selling, general and administrative expenses of $0.3 million driven by annual salary increases and additional headcount, non-staff related selling, general and administrative expenses of $0.6 million predominantly due to increased IT network costs supporting revenues, partially offset by lower depreciation and amortization of $0.5 million as assets reached full amortization.

Current wording

For the three-month period ended June 30,2025 compared to the three-month period ended June 30, 2024, this increase was driven by the increase in Gross Margin of $3.3 million, partially offset by increases in Staff-related selling, general and administrative expenses of $0.8 million.

Previous wording

For the three-month period ended March 31, 2025 revenue decreased by $0.6 million or 3% compared to the three-month period ended March 31,2024, which was predominantly due to seasonality in Holiday Parks for the timing of a key public holiday in the UK.

Current wording

For the three-month period ended June 30, 2025, revenue increased by $1.3 million or 5% compared to the three-month period ended June 30,2024, predominantly due to the timing of a key public holiday in UK.

Previous wording

During the three-month period ended March 31, 2025, net operating income decreased by $4.3 million compared to the three-month period March 31, 2024. This decline was primarily due to the decrease in gross margin of $3.7 million, and an increase in depreciation and amortization of $0.3 million for increased software development and intangible assets.

Current wording

Operating income for the three-month period ended June 30, 2025 increased $0.2 million compared to the three-month period ended June 30, 2024. This was primarily due to the increase in revenue of 1.3 million partially offset by an increase in depreciation and amortization of $0.9 million for Gaming machine additions.

Previous wording

Reconciliations from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.

Current wording

Reconciliations from net loss, as shown in our Consolidates Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below:

Previous wording

Reconciliation to Adjusted EBITDA by segment for the Three Months Ended March 31, 2025

Current wording

Reconciliation to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2025

Previous wording

Note: Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

Current wording

Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.

Previous wording

Reconciliation to Adjusted EBITDA by segment for the Three Months Ended March 31, 2024

Current wording

Reconciliation to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2024

Previous wording

Note: Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

Current wording

Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.

Previous wording

For the three-month period ended March 31, 2025, net cash inflow provided by operating activities was $25.5 million, compared to a $6.0 million inflow for the three-month period ended March 31, 2024, representing a $19.5 million increase in cash generation. The increase was driven primarily through improved working capital position with favorable movements in accounts receivable due to the collection in the three-month period ended March 31, 2025 of a number of the machine hardware sales made at the end of 2024 and favorable movements in accounts payable due to timing of payments and varying levels of production activity.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities was a $40.7 million inflow, compared to a $3.6 million inflow for the six months ended June 30, 2024, representing a $37.1 million increase in cash generation from operating activities. This increase was driven primarily through the collection of receipts in the current year relating to machine sales made at the end of the previous year and favorable timing on supplier payments.

Previous wording

Change in the fair value of derivative liabilities and stock-based compensation expense decreased by $0.9 million from $2.3 million to $1.4 million due to lower stock-based compensation expense.

Current wording

Change in fair value of stock-based compensation expense decreased by $0.7 million to $3.2 million due to a $0.7 million reduction in the stock-based compensation expense.

Previous wording

Other net cash generated by operating activities increased by $15.2 million to an inflow of $14.2 million. The relative movements between the three-month period ended March 31, 2025 and the three-month period ended March 31, 2024 resulted in favorable movements of $13.5 million in accounts receivable and $16.8 million in accounts payable and accrued expenses. The favorable movements in accounts receivable was largely due to the collection of receipts from hardware sales made at the end of 2024 and the favorable movements in accounts payable and accrued expenses was largely due to timing of procurement activity and on supplier payments with the prior year including a number of payments for professional fees relating to the restatement exercise. These favorable movements were partly offset by unfavorable movements in prepayments and accrued income of $6.7 million, inventory of $2.4 million and corporate tax and other current taxes of $5.0 million.

Current wording

Other net cash generated/(utilized) by operating activities increased by $34.8 million, to a $16.7 million inflow. The relative movements between the six months ended June 30, 2025 and the six months ended June 30, 2024 resulted in favorable movements in accounts receivable of $23.5 million, in accounts payable and other creditors of $28.2 million and in inventory of $3.8 million. The favorable movement in accounts receivable was due to collection of receipts in the first half of 2025 from several significant machine hardware sales made at the end of 2024. The favorable movements from accounts payable was due to timing of supplier payments and the relative activity levels seen. These were partly offset by adverse movements in other debtors and prepayments of $18.5 million and long term liabilities of $1.9 million.

Previous wording

Net cash utilized in investing activities increased by $5.0 million, to $15.1 million in the three-month period ended March 31, 2025. This was driven by a higher expenditure on plant, property and equipment ($4.9 million increase compared to 2024) and on contract cost additions ($1.4 million increase compared to 2024). These were partly offset by a $1.2 million decrease in capitalized software.

Current wording

Net cash utilized in investing activities increased by $12.0 million, to $31.2 million during the six months ended June 30, 2025. This was driven by higher spend on plant, property and equipment of $11.5 million and on contract costs $2.0 million partly offset by lower capital software spend of $1.5 million.

Previous wording

To fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of March 31, 2025, we had liquidity consisting of $39.0 million in cash and a further $6.5 million of undrawn revolver facility. This compares to $35.3 million of cash as of March 31, 2024, with a further $6.3 million of revolver facilities undrawn. We had a working capital inflow of $14.2 million for the three-month period ended March 31, 2025, compared to a $1.0 million outflow for the three-month period ended March 31, 2024.

Current wording

To fund our obligations, we have historically relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of June 30, 2025, we had liquidity consisting of $46.3 million in cash and cash equivalents and a further $24.4 million of undrawn revolver facility. This compares to $23.5 million of cash and cash equivalents as of June 30, 2024, with a further $6.3 million of revolver facilities undrawn. We had a working capital inflow of $16.7 million for the six months ended June 30, 2025, compared to an $18.1 million outflow for the six months ended June 30, 2024.

Previous wording

The level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization as well as the seasonality experienced in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Current wording

The level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors, along with movements in trading activity levels can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Previous wording

Some of our business operations require cash to be held within the machines. As of March 31, 2025, $6.1 million of our $39.0 million of cash were held as operational floats within the machines. At March 31, 2024, $6.1 million of our $35.3 million of cash were held as operational floats within the machines

Current wording

Some of our business operations require cash to be held within the machines. As of June 30, 2025, $7.2 million of our $46.3 million of cash and cash equivalents were held as operational floats within the machines. At June 30, 2024, $6.4 million of our $23.5 million of cash and cash equivalents were held as operational floats within the machines

Previous wording

Under our debt facilities in place as of March 31, 2025, we are not subject to covenant testing on the Senior Secured Notes. We are, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our Super Senior Revolving Credit Facility which requires the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test date for the relevant period ended June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. Covenant testing at March 31, 2025 showed covenant compliance.

Current wording

Under the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Previous wording

There were no breaches of the debt covenants in the three-month period ended March 31, 2025 or March 31, 2024.

Current wording

Under the previous debt facilities, there were no covenant violations in the periods ended June 30, 2025 or June 30, 2024.