Report & Consolidated Financial Statements 30 June 2025
Company registration number: C 101228
Directors’ report
The directors present their report and the audited financial statements for the year ended 30 June 2025. Principal Activities IZI Finance p.l.c. (the 'Company’ or the ‘Group’) was registered with the Malta Business Registry on 30 December 2021. The Company holds interests in several subsidiaries operating in the lottery and gaming industries. These include the exclusive concession to manage and operate the national lottery of Malta, the Dragonara Casino concession, interactive gaming and property. Review of Business and Results The year under review marked another period of consolidation for the Group. Beyond strengthening its position as a leading lottery and gaming operator, the Group has continued to progress through an extensive business and digital transformation programme. These initiatives are laying the foundation for long-term, sustainable growth across all business verticals, both in Malta and internationally. The transformation strategy has focused on enhancing operational efficiency, diversifying the Group’s product and service offering, and investing in digital capabilities to remain competitive in an evolving market landscape. This dual focus on operational resilience and innovation is positioning the Group to deliver sustainable value to its stakeholders while ensuring compliance with regulatory requirements and industry best practice. Strategic and Operational Developments During the year under review, the Group continued to implement its strategic development plan, rigorously analysing market trends, enhancing operational efficiencies, and pursuing growth opportunities, all within the risk appetite framework set by the directors. This approach has positioned the Group for sustainable growth and enabled it to leverage local successes as a platform for potential international expansion. In line with these strategic objectives, corporate presence was established in target countries during the year, in preparation for the Group’s execution plans. Once the international opportunities are further crystallised the Group will raise the necessary financial resources and mobilise its operational capabilities, such that these entities will allow the Group to pursue opportunities in these markets efficiently, positioning it to capitalise on international growth prospects in a controlled and strategic manner. National Lottery plc, a key subsidiary of the Group and Malta’s national lottery operator, continued to maintain its Level 4 Responsible Gaming Certification from the World Lottery Association (WLA), underlining its commitment to safe, fair, and responsible gaming experiences. In parallel, National Lottery plc continued to sustain its WLA Level 2 Security Control Standard Certification following the attainment of ISO/IEC 27001:2022 certification for information security management last year. These achievements reinforce the Group’s adherence to best practice in compliance, integrity, governance, and player protection. A compliance audit confirmed that National Lottery plc continues to meet the requirements of both certifications. Following the reporting period, National Lottery plc was inducted as a full member of the United Lotteries for Integrity in Sports (ULIS), during the ULIS General Assembly held in Bern, Switzerland in September 2025 in conjunction with the European Lotteries (EL) Congress 2025. ULIS is a global non-profit association dedicated to safeguarding the integrity of sports through education, systemic surveillance of sports betting markets, and promoting international collaboration among all stakeholders involved. Joining ULIS represents another milestone in the Group's commitment to transparency, fair play and responsible gaming. The Group remains fully committed to upholding the highest standards of integrity, social responsibility, and best practice across its operations. The Group’s growth has been supported by the strengthening of the corporate executive team, tasked, among other responsibilities, with enhancing the Responsible Gaming framework and implementing a comprehensive Environmental, Social, and Governance (ESG) programme focused on:
Financial Performance The Group delivered a robust financial performance in 2025 significantly exceeding expectations across multiple metrics:
This growth was primarily driven by increases in Total Turnover and GGR at National Lottery plc, followed by strong performance at Dragonara Gaming Limited and IZI Interactive Limited. The GGR growth contributed to a record Earnings Before Interest, Tax, Depreciation, and Amortisation (EBITDA) of € 28,907,113 in 2025 (refer to note 6.2 for its computation), representing a 24.6% increase over the 2024 EBITDA of € 23,194,178. During this financial year, the EBITDA margin on GGR stood at 30.8%, up 4 percentage points compared to 26.8% registered in 2024, reflecting improved operational efficiency and profitability across the Group. National Lottery plc was the largest contributor, accounting for 58% of the Group’s total EBITDA (2024: 63%). This was followed by Dragonara Gaming Limited, which generated 25% of the Group’s total EBITDA (2024: 24%), whilst interactive gaming contributed 8% of the Group’s total EBITDA (2024: 6%). The remaining entities, including the property and intellectual property businesses, contributed the remaining 9% of the Group’s consolidated EBITDA (2024: 7%). Operating Profit and Depreciation Operating profit for the year increased to € 11,857,149, representing a significant improvement over the € 7,408,913 generated in 2024. Depreciation and amortisation expenses amounted to € 19,651,477 (2024: € 18,364,665), reflecting the Group’s ongoing capital investment programme aimed at enhancing operational efficiency and supporting long-term growth. This figure includes the amortisation of concession fees paid to the Government of Malta by National Lottery plc and Dragonara Gaming Limited. Net Profit and Projections Net profit before tax reached € 7,143,371, representing a significant improvement compared to the €2,597,230 reported in 2024, an increase of € 4,546,141 equivalent to an increase of 175%. These results also exceeded the projections communicated in the Company announcement of 16 December 2024, with net profit before tax outperforming the forecast of € 5.3 million by a factor of 1.34x for the financial year under review. Balance Sheet Strength At the close of the financial year, the Group’s total equity increased to € 85,763,596, compared to €83,138,991 in 2024. Total assets stood at € 259,324,752 (2024: € 268,890,303), while total liabilities decreased to € 173,561,156 (2024: € 185,751,312). During the financial year ended 30 June 2025, the Group generated positive cash flows from operations amounting to € 28.4 million, a 21% increase (€ 4.9 million) over the previous year (€ 23.5 million). This strong financial foundation positions the Group for accelerated growth in the coming years, particularly as the bulk of the capital investment programme has now been completed, allowing the Group to realise significant value from these investments. Direct Contributions to Government and Good Causes During the year under review, National Lottery plc contributed a total of € 27.8 million in concession fees and gaming taxes to the Government of Malta, together with contributions to the Social Causes Fund and the Responsible Gaming Foundation. This represented 43.4% of the GGR generated by National Lottery plc for the year, compared to € 21.8 million, which accounted for 35.5% of GGR generated in the previous year. Furthermore, Dragonara Gaming Limited and IZI Interactive Limited together contributed € 9.2 million in concession fees and gaming taxes to the Government of Malta. This represented 31.0% of their GGR for the year, compared to € 7.9 million, which accounted for 31.4% of their GGR in the previous year. Overall, the Group contributed a total of € 37.0 million in concession fees and gaming taxes to the Government of Malta, together with contributions to the Social Causes Fund and the Responsible Gaming Foundation. This represented 39.5% of the Group’s GGR for the year, compared to € 29.7 million, which accounted for 34.3% of the GGR generated in the previous year. Outlook Building on the strong financial results and the strategic investments completed during the year ended 30 June 2025, the directors remain confident in the Group’s continued growth trajectory for financial year 2026 and beyond. The Group will sustain its strategic focus across all business verticals, with particular emphasis on driving product innovation, expanding its distribution footprint, enhancing profit margins, and pursuing selective international growth opportunities. In the coming year, the Group will prioritise maximising the returns from recent capital investments to further strengthen its market leadership. At the same time, it will continue to explore complementary revenue streams and diversify operations, ensuring sustainable growth while optimising costs across all business units. This balanced approach supports long-term value creation and reinforces operational resilience. The Group recognises that its success is closely tied to the development of its people. For financial year 2026, investments in workforce development, training, professional growth, and employee well-being will remain a key priority, ensuring that the team is well-equipped to deliver on the Group’s strategic ambitions. As part of its broader expansion strategy, the Group is actively exploring international opportunities, with a strong focus on lotteries, land-based casinos and Historical Horse Racing (HHR). Targeting selected markets in Europe and Latin America, the Group is leveraging its industry expertise, operational excellence, and established relationships to replicate its successful business model internationally. These initiatives are designed to capture attractive growth opportunities in both mature and emerging markets, reinforcing the Group’s commitment to sustainable, diversified, and long-term growth. Dividend and Reserves During the year under review, the directors declared an interim dividend amounting to € 1,084,000 (2024: nil) by the Company. Directors The following have served as directors of the Company during the year under review:
In accordance with the Company’s Articles of Association, the present directors remain in office. Disclosure of information to auditor At the date of making this report, the directors confirm the following:
Statement of directors’ responsibilities The Companies Act, Cap. 386 requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss of the Company and the Group for that year. In preparing these financial statements, the directors are required to:
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, Cap. 386. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the Company and the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor The auditor Grant Thornton has intimated its willingness to continue in office and a resolution proposing its reappointment will be put to the Annual General Meeting.
Signed on behalf of the board of directors on 30 September 2025 by Dr Christian Gernert (Chairman) and Mr Johann Schembri (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Registered address: The Quad Central, Q3 Level 11 Triq L-Esportaturi, Zone 1 Central Business District, Birkirkara CBD 1040 Malta
Statement by the directors on the financial statements
Pursuant to Capital Markets Rule 5.68, we, the undersigned, declare that to the best of our knowledge, the financial statements included in the annual report, and prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the Group, and that this report includes a fair review of the development and performance of the business and position of the Company and the Group, together with a description of the principal risks and uncertainties that it faces. Signed on behalf of the board of directors on 30 September 2025 by Dr Christian Gernert (Chairman) and Mr Johann Schembri (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. Directors’ statement of compliance with the Code of Principles of Good Corporate Governance
This corporate governance statement (the "Statement") is made pursuant to Rule 5.97 of the Capital Markets Rules issued by the Malta Financial Services Authority (the “ Rules ”). IZI Finance p.l.c. (the “ Company ”) is required to include this Statement in its Annual Financial Report and to endeavour to adopt the Code of Principles of Good Corporate Governance (the " Code ") as set out in Appendix 5.1 to Chapter 5 of the Rules. The Code is publicly available on the website of the Malta Financial Services Authority. This Statement covers the financial year ended 30 June 2025 and reports on the extent of the Company's adoption of the Code and the effective measures taken to ensure compliance with its principles. This report covers the period commencing 1 July 2024 up to and including 30 June 2025. The board of directors acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. However, the directors strongly believe that such practices are in the best interests of the Company, its shareholders, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors of the Company’s securities admitted to trading on the Official List of the Malta Stock Exchange but also evidences the directors’ and the Company’s commitment to maintaining a high standard of good governance. The directors note that, as the Company has only issued debt securities and has not issued equity securities, it is exempt under Rule 5.101 from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6, and 5.97.8 in this Statement . Where appropriate, the Company has provided information on these matters on a best-efforts basis. A. COMPLIANCE WITH THE CODE The Board of Directors (the “ Board ”) is ultimately responsible for the Company's corporate governance and for setting its overall policies and business strategies. The Company acts as the holding and finance company of the IZI Finance Group (the “ Group ”) and does not engage in trading activities directly. Its principal function is to provide financing to its operating subsidiaries and associated companies. The Group's core business is in the land-based gaming sector, with additional activities in the online gaming market. The Company has adopted a corporate decision-making and supervisory structure that is tailored to suit its requirements and designed to ensure the existence of adequate controls and procedures within the Group, whilst retaining an element of flexibility essential to allow the Group to react promptly and efficiently to circumstances arising in respect of its business, taking into account its size and the economic conditions in which it operates. The directors are of the view that it has employed structures which are most suitable and complementary for the size, nature, and operations of the Company. Accordingly, in general, the directors believe that the Company has adopted appropriate structures to achieve an adequate level of good corporate governance, together with an adequate system of control in line with the Company’s requirements. The Board shall keep the principles of the Code under review and shall monitor any developments in the Company’s business to evaluate the need to introduce new corporate governance structures or mechanisms, as and when the need arises. This Statement sets out the structures and processes in place within the Company and how these achieve the objectives of the Code for the financial period under review. The Statement is structured by reference to the main principles of the Code, as required by the Rules, and provides an explanation of how these principles have been applied. Where the Company has not complied with any of the principles of the Code, this Statement provides an explanation for such non-compliance, in line with the 'comply or explain' approach. Principle 1: The Board The Board confirms that, during the year under review, the directors have provided effective leadership and oversight of the Company, ensuring its efficient and proper management. The directors have discharged their responsibilities with honesty, competence, and integrity, in line with the principles of good corporate governance. The Board is responsible for the overall strategic direction and management of the Company, including setting strategies for future growth and development, and approving any proposed acquisitions in pursuit of the Company's investment objectives. The Board's aim is to enhance value for shareholders and other stakeholders. The Board is composed of individuals who are fit and proper to direct the Company's business, each possessing the appropriate calibre, skills, and experience to contribute effectively to the Board's decision-making. All directors are fully aware of, and conversant with, the statutory and regulatory requirements relevant to the Company's business. The Board is accountable for its own performance and that of its delegates to shareholders and other stakeholders. The directors are committed to:
The Board is composed of a mix of executive and independent non-executive directors, as further detailed below. This structure enables the Board, and particularly the non-executive directors, to have direct information about the Company’s performance and business activities, in line with the requirements of the Rules regarding the composition and operation of the Board and its committees. Principle 2: Chairman and Chief Executive The roles of Chairman and Chief Executive Officer (“ CEO ”) are held by separate individuals: Dr Christian Gernert serves as Chairman, while Mr Johann Schembri serves as CEO. This clear separation of roles ensures an appropriate division of responsibilities between the leadership of the Board and the day-to-day management of the Company’s business. The Chairman leads the Board and sets its agenda, while the CEO is responsible for the operational management of the Company. This structure prevents the concentration of authority and power in one individual and supports effective corporate governance. The Chairman ensures that the Board receives accurate, timely, and objective information to enable sound decision-making and effective oversight of the Company's performance. The Chairman also facilitates effective communication with shareholders and other stakeholders, and encourages active participation by all directors, particularly in the discussion of complex or significant matters. The Board considers that these functions have been carried out in accordance with Code provision 2.2. Although the Chairman is not classified as an independent director as recommended by the Code, the Board is satisfied that any potential conflicts of interest are appropriately addressed through the Company's statute and the terms of reference of the Audit Committee. The Board further considers that the current Chairman is fit and proper to fulfil the role. The CEO is accountable to the Board for the overall management and performance of the Company's business operations. Principle 3: Composition of the Board The Board is composed of a balanced mix of executive and independent non-executive directors, comprising three (3) executive directors and three (3) independent non-executive directors. All directors are appointed by JGS Corporate Holdings Limited (formerly known as IZI Group Limited) with company registration C34215, the Company’s majority shareholder. This composition, in line with Principle Three of the Code, is considered to provide an effective balance that aligns stakeholder interests and offers strategic direction to the Company's management, supporting the long-term sustainability of the organisation. The primary role of the independent non-executive directors is to provide oversight of the executive directors' activities and performance, and to evaluate investment opportunities proposed by management. Additionally, the independent non-executive directors serve as a safeguard against potential conflicts of interest that may arise due to the dual roles of the executive directors within both the Company and JGS Corporate Holdings Limited (formerly known as IZI Group Limited). For the purposes of Rules 5.118 and 5.119, the Board considers Ms Jacqueline Camilleri, Dr Stephanie Fabri, and Dr Otto Karasek to be independent non-executive directors. Each of these directors is committed to maintaining independence, professionalism, and integrity in the discharge of their duties and responsibilities as directors of the Company. The Board confirms that, in accordance with Code provision 3.2, none of the independent non-executive directors of the Company:
In terms of Code provision 3.4, each non-executive director has declared in writing to the Board that he/she undertakes to:
Each non-executive director has complied with such an undertaking for the period under review. The Board also believes that the independence of its directors is not compromised because of long service or the provision of any other service to the Company and, or its subsidiaries. The Board is made up as follows: Executive directors Dr Christian Gernert (Chairman) Mr Johann Schembri Mr Franco De Gabriele
Independent non-executive directors Ms Jacqueline Camilleri Dr Stephanie Fabri Dr Otto Karasek Principle 4: The Responsibilities of the Board The Board recognises its responsibility, in line with Principle Four, to ensure effective systems of accountability, monitoring, strategy formulation, and policy development are in place. The Board acknowledges its statutory mandate to administer and manage the Company. In fulfilling this mandate and its duty of stewardship, the Board meets regularly to address business strategy, operational and financial performance, and assumes responsibility for the Company’s strategy and decisions regarding the issue, servicing, and redemption of its bonds. The Board also monitors compliance with commitments to bondholders, shareholders, and all relevant laws and regulations, and is responsible for ensuring the Company maintains effective internal control and management information systems, as well as effective communication with the market. In fulfilling its mandate, the Board:
In fulfilling its responsibilities, the Board continuously assesses and monitors the Company’s present and future operations, opportunities, threats and risks in the external environment, and its current and future strengths and weaknesses. The Board evaluates and reviews the implementation of the business and financial strategy of the Company. In ensuring compliance with other statutory requirements and with continuing listing obligations, the Board is advised directly, as appropriate, by its appointed legal and other advisors. The directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at the Company’s expense. During the period under review, the Board organised information sessions to ensure that directors are made aware of, inter alia, their statutory and fiduciary duties; the Company’s operations and prospects; the skills and competence of senior management; the general business environment; and the Board’s expectations. The Company remains committed to ensuring that information sessions are organised by the Board on a regular basis. The Board reports that since the Company does not carry out any trading activities of its own, the Company does not have any new business plans or strategies and its main function remains that of a finance company for the Group. In this context, the Board believes that through its regular meetings it is in a position to properly monitor the financial position and business of the Company. The Audit Committee The Company has established an audit committee (the “Audit Committee”) in line with the requirements of the Rules. Composition The Audit Committee is appointed by the Board and is composed of three (3) non-executive directors all of whom are also independent:
Dr Louis Degabriele acted as the secretary to the Audit Committee. For the purpose of Rules 5.118 and 5.119, Ms Jacqueline Camilleri, Dr Stephanie Fabri and Dr Otto Karasek are the non-executive directors who are considered by the Board to be independent. Each director is mindful of maintaining independence, professionalism, and integrity in carrying out his/her duties, responsibilities and providing judgement as a director of the Company. Ms Jacqueline Camilleri is a non-executive Director and a qualified accountant, who the Board considers as independent and competent in accounting as required in terms of the Rules. Roles and Responsibilities The Audit Committee is a sub-committee of the Board constituted to fulfil an oversight role in connection with, inter alia, the quality and integrity of the Company’s financial statements. In performing its duties, the Audit Committee is to maintain effective working relationships with the Board, management, and the external auditors of the Company. The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing with issues of risk, control, and governance; and to monitor and review the financial reporting processes, financial policies, and internal control structure of the Company to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business, and ethical standards. The Audit Committee is also responsible for the overview of the internal audit function. The role of the internal auditor is to carry out systematic risk-based reviews and appraisals of the operations of the Company (as well as of its subsidiaries) for the purpose of advising management and the Board, through the Audit Committee, on the efficiency and effectiveness of management policies, practices, and internal controls. The function is expected to promote the application of best practices within the Company to meet stakeholders’ expectations. Related Party Transactions In addition, the Audit Committee also has the role and function to scrutinise and evaluate any proposed transaction to be entered into by the Company and a “ Related Party ” (which term shall have the same meaning as in the International Accounting Standards adopted in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council) to ensure that the execution of any such transaction is at arm’s length, on a commercial basis and ultimately in the best interests of the Company. Any proposed transaction which the Company wishes to enter into, and which satisfies either of the following conditions is referred to the Audit Committee for its consideration and approval:
At the meeting convened for this purpose, the Audit Committee considers the proposed transaction and first determines whether it is a transaction that falls within the ambit of the applicable Rules and, if it so determines, then considers the merits of the proposed transaction. In determining whether a transaction falls to be classified as a “Related Party Transaction”, the Audit Committee adopts a substance over form approach and assesses the transaction according to the specific circumstances and characteristics. In its evaluation of the proposed transaction, the Audit Committee is at all times guided by the best interests of the Company and its general body of shareholders taken as a whole. The Audit Committee reports to the Board on its findings and make its recommendations to the Board as to whether the transaction should be entered into in the first place and to make such further recommendations as to any matters that, in the opinion of the Audit Committee need to be reviewed or improved in the proposed transaction or any of its terms to ensure that the best interests of the Company are properly safeguarded. Conflicts of interest Furthermore, the Audit Committee is vested with the task of ensuring that any potential conflicts of interest between the duties of the directors and their respective private interests or duties unrelated to the Company are resolved in the best interests of the Company. Terms of reference The terms of reference of the Audit Committee, approved by the Board, are modelled on the recommendations of the Rules. Audit Committee Meetings During the financial year under review, the Audit Committee met seven (7) times. The Audit Committee has a direct link to the Board and is represented by the Chairperson of the Audit Committee in all Board meetings.
Internal Control and Risk Management Systems The Board is ultimately responsible for the Company's system of internal controls and for reviewing its effectiveness, in accordance with Rule 5.97.4. The directors acknowledge that internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the Company's business objectives, and can only provide reasonable, not absolute, assurance against normal business risks. Through the Audit Committee, the Board oversees the effectiveness of the Company’s internal control systems. During the financial year under review, the Company maintained a system of internal controls that provided reasonable assurance regarding the effectiveness and efficiency of operations, including financial and operational controls and compliance with applicable laws and regulations. The Company has established processes for identifying, evaluating, and managing significant risks. Principle 5: Board meetings The directors meet regularly to dispatch the business of the Company. The directors are notified in advance of forthcoming meetings so as to provide adequate time to directors to prepare themselves for such meetings. Notification thereof, together with the issue of an agenda and supporting board papers, which are circulated in advance of the meeting, is carried out by the company secretary of the Company. Minutes are prepared during Board meetings recording faithfully attendance, and resolutions taken at the meeting. These minutes are subsequently circulated to all directors as soon as practicable after the meeting. The Chairman of the Board, Dr Christian Gernert, ensures that all relevant issues are on the agenda supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all directors every opportunity to contribute to relevant issues on the agenda. The Board strikes a balance between long-term strategic and short-term performance issues. The Board meets as often and frequently as required in line with the nature and demands of the business of the Company. During the year under review the Board met four (4) times to discuss, inter alia, the operations and strategy of the Company, and such meetings were attended by all of the directors for the period under review. The Board believes that it fully complies with the requirements of this principle and the relative Code provisions. Principle 6: Information and professional development The Board believes that Principle Six has been effectively met during the period under review as follows:
The CEO is responsible for the recruitment and appointment of senior management, and, in the performance of his role as CEO, ensures that the following systems are in place:
Principle 9: Relations with Shareholders and the Market The Company is committed to maintaining an open dialogue with its bondholders and investors and to providing the market with regular, timely, accurate, comparable, and comprehensive information. The Company's statutory obligations in terms of the Companies Act (Cap. 386 of the laws of Malta) and the Rules are observed, including the holding of the annual general meeting and the exercise of shareholders' rights as provided for in the Rules. In accordance with its statutory obligations under the Companies Act (Cap. 386 of the laws of Malta) and the Capital Markets Rules, the Company holds an annual general meeting at which the annual report and financial statements, the election of directors and approval of directors’ fees, the appointment of auditors, and the authorisation of directors to set the auditors' fees, as well as any special business, are proposed and approved. The Company is committed to addressing the information needs of its bondholders and investors by providing the market with regular, timely, accurate, comparable, and comprehensive information. Principle 11: Conflicts of interest The directors recognise their responsibility to act in the best interests of the Company and all its shareholders at all times. Directors are required to avoid situations in which their personal interests may conflict with those of the Company or its shareholders. In accordance with Article 145 of the Companies Act (Cap. 386 of the laws of Malta) and Article 55 of the Company's Articles of Association, any director who has a direct or indirect interest in a contract, proposed contract, or other arrangement with the Company is required to declare the nature of that interest to the Board at the earliest opportunity. Such director is not entitled to vote on matters relating to the relevant transaction, and only directors who are free from any conflict of interest may participate in the Board's consideration of the matter. The Board considers that these procedures ensure compliance with both the letter and spirit of Principle Eleven of the Code of Principles of Good Corporate Governance. Principle 12: Corporate social responsibility The Company is committed to upholding sound principles of corporate social responsibility in its management practices. It strives to maintain high standards of ethical conduct and to contribute positively to the well-being of its employees, their families, stakeholders, the local community, and society at large. Towards the objective of implementing a more sustainable business model, the Board is committed towards the continued assessment of existing measures and policies to address social and governance issues such as responsible gaming and player protection, ethical marketing, customer data integrity, cyber security and anti-corruption and anti-money laundering. The Board is mindful of the environment and its responsibility within the community in which it operates. In carrying on its business, the Company is committed to preserving the environment and continuously reviews its policies aimed at respecting environmental considerations and encouraging social responsibility and accountability. During the period under review, the Company pursued its corporate social responsibility objectives by supporting and contributing to several charitable causes. B. NON-COMPLIANCE WITH THE CODE In conclusion, the Board considers that the Company has generally been in compliance with the principles of the Code throughout the period under review as befits a company of this size and nature. Non-compliance with the principles of the Code and the reasons therefore have been identified below. Principle 4: Succession policy The Board has not formally developed a succession policy for the future composition of the Board as recommended by Code provision 4.2.7. In practice, however, the Board is actively engaged in succession planning and involved in ensuring that appropriate schemes to recruit, retain and motivate employees and senior management are in place. Principle 7: Evaluation of the board’s performance Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the board’s performance is always under the scrutiny of the Board itself (half of which is composed by independent non-executive directors), the Company’s shareholders, the market and all of the rules and regulations to which the Company is subject as a company with its securities listed on a regulated market. Whilst the requirement under Code provision 7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board, the size of the Board is such that it should enable it to evaluate its own performance without the requirement of setting up an ad-hoc committee for this purpose. The Board shall retain this matter under review over the coming year. Principle 8: Committees Under the present circumstances the Board does not consider it necessary to appoint a remuneration committee and a nomination committee as decisions on these matters are taken at shareholder level. The Board has not appointed a remuneration committee in line with Code provision 8A. The Board believes that the size of the Company and the Board itself does not warrant the setting up of an ad hoc committee to establish the remuneration packages of individual directors, and relies on the constant scrutiny of the Board itself, the Company’s shareholders, the market, and the rules by which the Company is regulated as a listed company. The Board intends to keep under review the utility and possible benefits of having a Remuneration Committee in due course. The Board has not appointed a nomination committee in line with Code provision 8B as appointments to the Board are determined by the shareholders of the Company in accordance with the appointment process set out in the Company’s memorandum and articles of association. The Company considers that the members of the Board possess the level of skill, knowledge and experience expected in terms of the Code. Notwithstanding this, the Board intends to keep under review the matter relating to the setting up of a nomination committee. Principle 9: Minority shareholders Under the present circumstances, the Board does not consider that Code provisions 9.2 – 9.4 apply to the Company given the current shareholding structure. Principle 10: Institutional shareholders This principle is not applicable since the Company has no institutional shareholders. Statement of Responsibility and Approval The directors confirm that, to the best of their knowledge, this corporate governance statement has been prepared in accordance with the requirements of the Capital Markets Rules and fairly reflects the Company's compliance with the Code of Principles of Good Corporate Governance. The auditors have reported on the contents of this statement in accordance with Rule 5.98 and 5.100. Signed on behalf of the Board of Directors on 30 September 2025 by Dr Christian Gernert (Chairman) and Mr Johann Schembri (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
The financial statements were approved and authorised for issue by the Board of Directors on 30 September 2025. The financial statements were signed on behalf of the Board of Directors by Mr Johann Schembri and Dr Christian Gernert as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
(Accumulated losses) retained earnings include all current year and prior year’s results as disclosed in the statement of comprehensive income net of dividend distributions.
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13 Intangible assets
*Adjustments were made to reverse cost and its corresponding liability. The amortisation adjustment was offset against the amortisation reported in profit or loss. Dragonara casino concession On 28 July 2021, the Group, through its subsidiary Dragonara Gaming Limited, was granted a new 10-year concession by the Ministry for the Economy and Industry ("the Ministry") to operate the Dragonara Casino with an initial concession fee of € 1,500,000, effective from 28 July 2021 to 28 July 2031. On 19 December 2023, the Ministry extended the concession's validity until 28 July 2033, in exchange for an additional fee of € 300,000. This extension was granted due to the operational disruptions caused by the COVID-19 pandemic in 2020 and 2021, during which Dragonara Casino was forced to close for certain periods. This fee will be paid in 24 equal monthly instalments of € 12,500, starting on 31 December 2025 and concluding on 30 November 2027. National lottery concession On 10 March 2022, the Group, through its subsidiary namely National Lottery plc, was awarded a concession to manage and operate the National lottery of Malta for a period of 10 years commencing from the 5 July 2022 until the 4 July 2032. All amortisation charges are included within ‘depreciation and amortisation’ in the statements of comprehensive income. |
14 Property, plant and equipment Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
* Adjustments were made to reverse costs and their corresponding liabilities. The depreciation adjustments were offset against the depreciation reported in profit or loss. |
Motor vehicles include the following amounts where the Group is a lessee under finance leases.
All depreciation and impairment charges are included within ‘depreciation and amortisation’ in the statements of comprehensive income.
15 Leases 15.1 Right-of-use assets
15.2 Lease liabilities The Group leases motor vehicles, casino premises, commercial properties and office space. Lease liabilities included in the statements of financial position are as follows:
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2025 and 2024 were as follows:
16 Investment properties Details of the Group’s investment properties and their carrying amounts are as follows:
The company owns arable land known as Ta’ Minka, situated in Wardija, Malta, measuring approximately 4,347 square metres. This land is held for future agricultural use. During the current financial year, a subsidiary within the group acquired three additional plots of land from related parties: one in Naxxar and two in St Paul’s Bay, at a total cost of € 2,689,351. In addition, the same subsidiary also acquired a maisonette in Balzan for the cost of € 385,355. These properties are being held for potential future capital appreciation. On 20 July 2020, the subsidiary entered into a 30 ‑ year temporary emphyteusis over a property situated in St Julian’s, Malta. Under the terms of the agreement, the company is required to demolish the existing structure and construct a new block of buildings intended to generate rental income. Construction commenced in 2020 and, although not completed as at the reporting date, is at its final stages. The property is expected to be ready for lease in 2025. On 19 December 2022, the subsidiary acquired a retail outlet in Sliema for € 120,000, which is being held for the purpose of earning rental income. During the year, no revenue was received from investment properties. Investment properties valued at € 2,675,808 (2024: € 386,000) are pledged as security in relation to bank facilities. 16.1 Fair value measurement of investment properties The fair values of the company’s investment properties are estimated based on appraisals performed by the group’s architect. The significant inputs and assumptions are developed in close consultation with management. The valuation processes and fair value changes are reviewed by the board of directors at each reporting date. Land and Apartment (Level 3) The appraisal was carried out using a market approach that reflects observed prices for recent market transactions for similar properties and incorporates adjustments for factors specific to the plots of land and apartment in question, including plot size, location, encumbrances and current use. The land and the apartment were revalued on 27 August 2025. The significant unobservable input is the adjustment for factors specific to the land in question. The extent and direction of this adjustment depends on the number and characteristics of the observable market transactions in similar properties that are used as the starting point for valuation. Although this input is a subjective judgement, management considers that the overall valuation would not be materially affected by reasonably possible alternative assumptions. Shop in Sliema (Level 3) The fair value of the shop in Sliema is estimated using an income approach based on the projected rental income, net of projected operating costs, using a discount rate derived from market yields implied by recent transactions in similar properties. The estimated rental income takes into account the rentals from future leases over the remaining economic life of the property. The shop was revalued on 27 August 2025. The most significant inputs, all of which are unobservable, are the estimated rental value, assumptions about vacancy levels, and the discount rate. The estimated fair value increases if the estimated rental increases, vacancy levels decline or if discount rate (market yields) decline. The overall valuations are sensitive to all three assumptions. Management considers the range of reasonably possible alternative assumptions is greatest for rental values and vacancy levels and that there is also an interrelationship between these inputs. The discount rate (market yield) used in the valuation is 5.50%. Property in St. Julian’s (Level 3) The fair value of the property in St. Julian’s, which is still under construction as at reporting date, is estimated using an income approach based on the projected rental income, net of projected operating costs, using a discount rate derived from market yields implied by recent transactions in similar properties. The estimated rental income takes into account the rentals from future leases over the remaining term of the temporary emphyteusis. The shop was revalued on 15 July 2024. The most significant inputs, all of which are unobservable, are the estimated rental value, assumptions about vacancy levels, and the discount rate. The estimated fair value increases if the estimated rental increases, vacancy levels decline or if discount rate (market yields) decline. The overall valuations are sensitive to all three assumptions. Management considers the range of reasonably possible alternative assumptions is greatest for rental values and vacancy levels and that there is also an interrelationship between these inputs. The discount rate (market yield) used in the valuation is 6.50%. 17 Investment in subsidiaries and associate 17.1 Investment in subsidiaries The amount stated in the statements of financial position is analysed as follows:
During the year under review, the Company established IZI International S.à r.l. in Luxembourg to act as the holding company for the Group’s international operations. In addition, IZI Services Limited was transferred to IZI International S.à r.l. as part of this restructuring. On 1 November 2024, the Company entered into an agreement with its subsidiary, St. George Developments Limited, to convert € 1,000,000 of the outstanding balance into a loan. The loan is interest ‑ free and repayable at the company’s discretion, with no fixed repayment terms or maturity date. Set out below are the details of the subsidiaries held directly by the Group:
17.2 Investment in associate T he Group also has indirect investment in associate through St. George Developments Limited as follows :
The Group holds a 22.2% voting and equity interest in Confident Limited (in dissolution), a company previously engaged in the purchase, sale, development, and improvement of land and buildings for investment purposes. The shares in this associate are not publicly listed, and accordingly, published market price quotations are not available. 17.3 Subsidiaries with material non-controlling interests The Group includes Peninsula Gaming Group Limited (Peninsula Group) of which 40% is owned by non-controlling interests (NCI).
Summarised financial information for Peninsula Group, before intragroup eliminations, is set out below:
18 Loans receivable
On 6 June 2022, the Company extended loans to its subsidiary National Lottery plc amounting to € 28.6 million. The loans were to part finance the subsidiary’s projected capital expenditure for the years 2022 to 2025. Capital expenditure includes the purchase of new gaming equipment and costs associated with the refurbishment of the existing retail outlets. The loans to subsidiary are unsecured, bears interest of 5.75% and are repayable by 2 April 2029. In 2023, the Company extended an additional loan to National Lottery plc amounting to € 41 million to finance the National Lottery concession fee. The loan is unsecured, bears interest of 4.56% per annum and is repayable by equal monthly instalments of € 571,100. The net carrying values of loans are considered a reasonable approximation of fair value. 19 Other assets The Group’s other assets include the following:
Deferred charges include set-up costs to operate National Lottery Games in Malta. These costs will be amortised over a period of 10 years. Security deposits are mainly deposits in relation to leased properties. Guarantees include a €250,000 cash collateral to act as a security for the performance obligation in relation to the Dragonara Casino concession agreement. 20 Deferred tax asset (liability) Deferred taxes arising from temporary differences, unused tax losses and unabsorbed capital allowances can be summarised as follows:
Deferred taxes for the comparative period can be summarised as follows:
Refer to note 11 for information on the Group’s tax expense. 21 Inventories Inventories recognised in the statements of financial position mainly comprise gaming consumables and food and beverages . 22 Trade and other receivables
The amounts owed by subsidiaries and other related party are unsecured, interest-free and repayable on demand. The net carrying values of financial assets are considered a reasonable approximation of fair value. 23 Cash and cash equivalents Cash and cash equivalents include the following components:
24 Share capital The share capital of IZI Finance p.l.c. consists of:
Ordinary A shares are entitled to one vote at a general meeting and are entitled to receive dividend distributions. Ordinary B share does not carry voting rights and has no right to receive dividends nor is entitled to any assets upon dissolution or winding up of the Company. 25 Bank borrowings The carrying amounts of the Group’s and Company’s bank borrowings are as follows:
The carrying amount of bank borrowings is considered to be a reasonable approximation of fair value. All bank loans are secured by a first-ranking general hypothec over the Group’s assets, with additional security provided by general and hypothecary guarantees from related companies and third parties, and, in certain cases, by pledges over the shares of certain group companies. The Group’s borrowing arrangements comprise multiple facilities with interest rates ranging from 4.5% to 5.95% per annum, all repayable by monthly instalments. Outstanding balances at year-end are disclosed below. Among these facilities, the Group and Company maintain several term loans with various maturities. As at 30 June 2025, the Group’s and Company’s loans include:
Total interest incurred by the Group and Company on bank loans is disclosed in note 10. 26 Debt securities in issue
On 14 April 2022, IZI Finance p.l.c. issued 300,000 4.25% unsecured bonds with a nominal value of €100 per bond. The bonds are redeemable at their nominal value on 13 April 2029. Interest on the bonds is due and payable annually on 14 April of each year. The bonds are listed on the official list of the Malta Stock Exchange. The carrying amount of the bonds is net of direct issue costs of € 323,152 (2024:€ 409,326) which are being amortised over the life of the bonds. 27 Trade and other payables
The carrying values of financial liabilities are considered to be a reasonable approximation of fair value. The amounts due to parent company, subsidiary company and other related parties are unsecured, interest-free and repayable on demand. 28 Cash flow adjustments and changes in working capital The following cash flow adjustments and changes in working capital have been made to profit before tax to arrive at operating cash flow:
29 Related party transactions Unless otherwise stated, none of the transactions incorporates special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash. Amounts owed by/to related parties are shown separately in notes 18, 22 and 27. 29.1 Transactions with subsidiaries Transactions with subsidiaries are disclosed in notes 8, 10 and 17.1. Reference should also be made to note 29.2 below. 29.2 Transactions with parent company During the year, the Group, through its property company St. George Developments Limited, acquired property, plant and equipment amounting to € 608,356 and investment property amounting to € 2,660,185 from its parent company, JGS Corporate Holdings Limited (formerly known as IZI Group Limited). 29.3 Transactions with management
30 Contingent liabilities
nil 31 Financial instrument risk Risk management objectives and policies The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in note 31.4. The main types of risks are credit risk, liquidity risk and market risk. The Group’s risk management is coordinated by the directors and focuses on actively securing the Group’s short to medium term cash flows by minimising the exposure to financial risk. The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Group is exposed are described below. 31.1 Credit risk Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
The Group continuously monitors defaults of counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties. The Group’s management considers that all of the above financial assets that are not impaired or past due for each of the reporting dates under review are of good credit quality. In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Trade receivables consist of amounts receivable from third party stores which are settled after year-end. Based on historical information about customer default rates, management consider the credit quality of trade receivables that are not past due or impaired to be good. The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. The Group banks with local institutions. At 30 June 2025, cash and cash equivalents are held with local counterparties with credit ratings of BBB and are callable on demand. Management considers the probability of default to be close to zero as the counterparties have a strong capacity to meet their contractual obligations in the near term. As a result, no loss allowance has been recognised based on 12-month expected credit losses as any such impairment would be insignificant to the Group. 31.2 Liquidity risk Liquidity risk is that the Group might be unable to meet its obligations. The Group manages its liquidity needs through yearly cash flow forecasts by carefully monitoring expected cash inflows and outflows on a monthly basis. The Group’s liquidity risk is not deemed to be significant in view of the matching of cash inflows and outflows arising from expected maturities of financial instruments, as well as the Group’s committed borrowing facilities that it can access to meet liquidity needs. As at 30 June 2025, the non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:
31.3 Market risk Foreign currency risk The Group transacts business mainly in euro. Exposure to currency exchange rates arise from the Group’s sale and purchase of foreign currency to/from clients. However, foreign currency denominated financial assets and liabilities at the end of the financial reporting date under review are deemed negligible. Accordingly, the Group’s exposure to foreign exchange risk is not significant and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the reporting date is deemed not necessary. Interest rate risk The Group is exposed to changes in market interest rates through its borrowings at variable interest rates. The following table illustrates the sensitivity of the net result for the year to a reasonably possible change in interest rates of +/- 100 basis points, with effect from the beginning of the year. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on the Group’s financial instruments held at the reporting date of the reporting period under review that are sensitive to changes in interest rates. All other variables are held constant.
31.4 Categories of financial assets and liabilities The carrying amounts of the Group’s financial assets and liabilities as recognised at the reporting date of the reporting period under review may also be categorised as follows. See note 5.20 for explanations about how the category of financial instruments affects their subsequent measurement.
32 Capital management policies and procedures The Group’s capital management objectives are to ensure its ability to continue as a going concern and to provide an adequate return to shareholders through innovation, continuous improvement in quality service, resource utilisation, increasing the market share and flexibility. The Group monitors the level of debt, which includes borrowings and trade and other payables, less the bank balance against total capital on an ongoing basis. The directors consider the Group’s gearing level at year end to be appropriate for its business. 33 Ultimate controlling party The Company’s
parent company, 34 Events after the end of the reporting period On 3 September 2025, a new subsidiary was incorporated in São Paulo Brazil, namely IZI Brazil Ltda (registration number: 35267826469). No adjusting or other significant non-adjusting events have occurred between the reporting date and the date of authorisation.
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Grant Thornton Malta Fort Business Centre, Level 2 Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD1050 T +356 20931000 Independent auditor’s report
To the shareholders of IZI Finance p.l.c.
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Report on the audit of the financial statements |
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Opinion |
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We have audited the financial statements of IZI Finance p.l.c. (the “Company”) and the consolidated financial statements of the Group of which it is the parent, which comprise the statements of financial position as at 30 June 2025, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies information. |
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In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at as at 30 June 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European .Union (EU), and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “ Act ” ). |
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Our opinion is consistent with our additional report to the audit committee. |
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Basis for opinion |
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We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
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In conducting our audit we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. The non-audit services that we have provided to the Company and the Group during the year ended 30 June 2025 are disclosed in note 9 to the financial statements. |
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Key audit matters |
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Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |
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We summarise below the key audit matters, together with our response by way of the audit procedures we performed to address those matters in our audit. |
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Impairment testing of Goodwill and other intangible assets in the consolidated financial statements |
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Key audit matter |
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Goodwill with a carrying amount of € 61.6 million as at 30 June 2025 is included in the Group’s Statement of Financial Position at that date. The Group’s intangible assets include concession fee and trademarks and domains of € 106 million. |
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Management is required to perform an assessment at least annually to establish whether goodwill and other intangibles should continue to be recognised, or if any impairment is required. The assessment was performed at the lowest level at which the Group could allocate and assess goodwill, which is referred to as a cash generating unit (‘CGU’). |
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The impairment assessment was based on the calculation of a value-in-use for each of the CGUs. This calculation was based on estimated future cash flows for each CGU, including assumptions concerning revenue growth, profit margins, weighted average cost of capital and effective tax rates. |
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Estimating future profitability requires the directors to apply significant judgements which include estimating future taxable profits, long term growth and discount rates. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement. |
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We focused on this area because of the significance of the amount of goodwill and other intangibles which are recognised at balance sheet date. Moreover, the director’s assessment process is complex and highly judgemental and is based on assumptions which are affected by expected future market or economic conditions. |
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How the key audit matter was addressed in our audit |
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We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the director’s forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable. |
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We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We also assessed the adequacy of the disclosures made in notes 5, 12 and 13 of the financial statements relating to goodwill and intangibles including those regarding the key assumptions used in assessing its carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of goodwill and other intangibles as at 30 June 2025 to be recoverable. |
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We have no key observations to report, specific to this matter. |
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Impairment assessment of right-of-use asset in the consolidated financial statements |
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Key audit matter |
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The carrying amount of the Group’s right-of-use asset carried at revalued amounts as at 30 June 2025 totalled € 34.5 million. |
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Management performs an assessment to establish whether the value of sub-emphyteusis, which is accounted for as a right-of-use asset should continue to be recognised, or if any impairment is required. |
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We focused on this area because of the significance of the carrying amount of right-of-use asset at statement of financial position date. Moreover, the director’s assessment process is highly judgemental. |
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How the key audit matter was addressed in our audit |
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We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of managements workings and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable. |
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We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. |
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We have no key observations to report, specific to this matter. |
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Turnover and revenue in the consolidated financial statements |
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Key audit matter |
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Turnover and revenue amounting to € 920 million and € 94.2 million, respectively, mainly comprises revenues from the land-based casino operated by Dragonara Gaming Limited, National Lottery, iZiBET retail outlets operated by National Lottery plc and online gaming operated by IZI Interactive Limited. Refer to note 6 for the segment reporting information. |
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We focused on revenue given its overall significance to the financial statements and the reliance on a number of IT systems and manual reconciliation of revenue to system reports. |
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How the key audit matter was addressed in our audit |
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As part of our audit procedures we obtained an understanding of the significant transaction flows and critical IT systems and examined the most important controls in order to manage the risk of misstatements in the financial reporting. Using our IT specialists, we assessed the administration of access, changes and daily IT operations for key layers of underlying infrastructure for the systems in scope of the audit, and tested the operating effectiveness of the processes and controls. |
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In addition, to place reliance on the system generated information and any automated controls implemented in these systems, we have reviewed business process controls and performed additional substantive procedures as part of our audit. |
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We have also assessed whether the accounting principles applied and disclosures made in these financial statements are correct and in accordance with IFRS. |
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We have no key observations to report, specific to this matter. |
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Impairment assessment of carrying amount of investments in subsidiaries in the company’s financial statements |
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Key audit matter |
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During the year ended 30 June 2025 management carried out an assessment to establish whether the carrying amount of investments in subsidiaries in the financial statements of the Company at 30 June 2025 should continue to be recognised, or if any impairment is required. |
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We focused on this area because of the significance of the investments in subsidiaries which at 30 June 2025, amounted to € 101 million. Moreover, the directors’ assessment process is complex and highly judgemental and is based on assumptions, such as forecast growth rates, profit margins, weighted average cost of capital and effective tax rate, which are affected by expected future market and economic conditions. |
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How the key audit matter was addressed in our audit |
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We evaluated the suitability and appropriateness of the impairment methodology applied by management and engaged our internal valuation specialist resources to assess the reliability of the director’s forecasts and to challenge the methodology used and the underlying assumptions. We concluded that the parameters utilised were reasonable. |
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We communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions. We also assessed the adequacy of the disclosures made in the note 5.25 of the financial statements relating to investments including those regarding the key assumptions used in assessing its carrying amount. Those disclosures specifically explain that the directors have assessed the carrying amount of investments as at 30 June 2025 to be recoverable and there is no impairment in the value of the investments. |
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We have no key observations to report, specific to this matter. |
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Recoverability of loans advanced to subsidiaries in the company’s financial statements |
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Key audit matter |
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Included in loans receivable and trade and other receivables at 30 June 2025 are balances amounting to € 89.9 million due from subsidiaries. These represent a significant portion of the company’s assets and are disclosed in notes 18 and 22. |
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How the key audit matter was addressed in our audit |
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We have examined and agreed the balances and terms of the loans amounting to € 60 million to the supporting loan agreements and agreed the loans receivable and other balances amounting to € 30.3 million to the accounting records of the respective subsidiaries at balance sheet date. |
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The recoverability of the balances was ascertained by assessing the financial soundness of the subsidiaries by reference to their latest financial information, cash flow projections and forecasts. |
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On the basis of our work, we determined that management’s assessment that the loans and other receivables from subsidiaries are recoverable and reasonable. |
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Other information |
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The directors are responsible for the other information. The other information comprises the (i) Directors’ Report, (ii) Statement by the directors on the financial statements (iii) Directors’ statement of compliance with the Code of Principles of Good Corporate Governance which we obtained prior to the date of this auditor’s report, but does not include the financial statements and our auditor’s report thereon. |
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Our opinion on the financial statements does not cover the other information, including the Directors’ report. |
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In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. |
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With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act. |
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Based on the work we have performed, in our opinion the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements, and the Directors’ report has been prepared in accordance with the Act. |
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In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard. |
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Responsibilities of the directors and those charged with governance for the financial statements |
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The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of the Act and the Gaming Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
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In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
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Those charged with governance are responsible for overseeing the Company’s and the Group’s financial reporting process. |
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Auditor’s responsibilities for the audit of the financial statements |
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
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As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. |
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication. |
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Reports on other legal and regulatory requirements |
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Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6 |
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We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Report and Consolidated Financial Statements of IZI Finance p.l.c. for the year ended 30 June 2025, entirely prepared in a single electronic reporting format. |
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Responsibilities of the directors |
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The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS. |
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Our responsibilities |
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Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6. |
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Our procedures included: |
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Opinion |
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In our opinion, the Report and Consolidated Financial Statements for the year ended 30 June 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. |
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Report on the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance |
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The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting year with those Principles. |
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The Capital Market Rules also require us, as the auditor of the Company, to include a report on the Statement of Compliance prepared by the directors. |
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We read the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report. |
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We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. |
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In our opinion, the Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Market Rules. |
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Other matters on which we are required to report by exception |
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We also have responsibilities |
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We have nothing to report to you in respect of these responsibilities. |
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Auditor tenure |
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We were first appointed as auditors of the Company and Group on 17 June 2022. Our appointment has been renewed annually by a shareholders’ resolutions representing a total period of uninterrupted engagement appointment of four years. |
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The engagement partner on the audit resulting in this independent auditor’s report is Mark Bugeja. |
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GRANT THORNTON Fort Business Centre Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta
Mark Bugeja Partner
30 September 2025
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