# Super Group (SGHC) Ltd (SGHC)

Informational only - not investment advice.

CIK: 0001878057
SIC: 7990 Services-Miscellaneous Amusement & Recreation
SIC breadcrumb: [Services](/division/I/) > [Amusement And Recreation Services](/major-group/79/) > [SIC 7990 Services-Miscellaneous Amusement & Recreation](/industry/7990/)
Latest 10-K filed: 2026-04-17
SEC page: https://www.sec.gov/edgar/browse/?CIK=1878057
Filing source: https://www.sec.gov/Archives/edgar/data/1878057/000162828026025609/sghc-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |


## Financials

No standardized annual SEC companyfacts metrics were extracted for this company.

## Quarterly

No clean discrete quarterly SEC companyfacts metrics were extracted for this company.

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
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- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
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- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
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- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
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- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
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- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
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- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

No recent 10-Q filing was found in the SEC submissions feed for this filer.

## Latest 10-K MD&A

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub.
Confidence: high

Overview

We are a global online sports betting and gaming operator with a mission to responsibly provide first-class entertainment to the worldwide online betting and gaming community. Our strategy for achieving this goal is built around three key pillars:

1.Expanding our global footprint into as many regulated markets as possible in order to engage with as many customers as we can possibly reach;

2.Increasing awareness of our brands through strategic partnerships and coordinated sponsorship and marketing campaigns; and

3.Utilizing enhanced proprietary data to optimize the confluence of ethical corporate culture, responsible gaming values, value-for-money product offerings and customer-centric service delivery.

Our predecessor holding company, SGHC Limited, was incorporated in July 2020. On October 7, 2020, it became the ultimate holding company for a group of companies through a subsequent restructure of entities with common ownership. Super Group (SGHC) Limited, the parent company of SGHC Limited, was incorporated on March 29, 2021. Following a corporate reorganization, our business includes Pindus Holdings Limited and its subsidiaries, Yakira Limited, Gazelle Management Holdings Limited and Raging River Trading Proprietary Limited, which collectively operate the portion of our business known as Betway, and Fengari Holdings Limited and SG Media Limited, which collectively operate the portion of our business known as Spin.

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In January 2022, we entered into a Business Combination Agreement with Sports Entertainment Acquisition Corp., a Delaware corporation ("SEAC"), SGHC Merger Sub, Inc., and Sports Entertainment Acquisition Holdings LLC (the "Business Combination"). As part of the Business Combination, SGHC Limited underwent a pre-closing reorganization (the "Reorganization") whereby all existing shares of SGHC Limited were exchanged for newly issued ordinary shares of Super Group (SGHC) Limited. SGHC Limited was deemed the accounting predecessor and Super Group (SGHC) Limited has become the successor registrant with the SEC.

As of the date of this Report, our subsidiaries are licensed in 20 jurisdictions and collectively we have approximately 2,900 employees. During 2025, on average, over 5.6 million customers per month yielded $4.7 billion in wagers per month. During 2025, total wagers amounted to $56.8 billion. Our business generated $2.2 billion in net gaming revenue for the year ended December 31, 2025 in different geographic regions, including North America, South America, Europe, Africa and Middle East, and Asia-Pacific, such regions accounting for 33%, 1%, 19%, 40%, and 7%, respectively, of our total revenue in 2025.

What We Do

Our global online sports betting and casino gaming services are delivered to customers by way of two primary product offerings:

•Betway, a single-brand premier online sports betting and casino offerings, and

•Spin, a multi-brand online casino offering.

Betway is our single-brand online sports betting and casino offering with a global footprint derived from licenses to operate throughout Europe, the Americas and Africa. Betway seeks to continue to grow brand awareness, including through an expanding portfolio of partnerships and collaborations with sports teams, leagues and ambassadors worldwide. Betway has more than 90 such arrangements and seeks to maximize its impact and reach.

Spin is our multi-brand online casino offering. Spin’s diverse portfolio of more than 16 casino brands is designed to be culturally relevant across the globe while aiming to offer a wide range of casino products. Spin is casino-led but some of its brands also offer sports betting products. Spin seeks to achieve growth through a broad range of targeted marketing channels in which we believe an expansive brand portfolio will be a significant asset. In September 2022, we expanded the Spin portfolio by acquiring a majority stake in Jumpman. In 2024, the remaining stake was acquired. Jumpman is a multi-brand B2C casino operator, which runs on proprietary technology and also supplies a number of white label brand partners, with a focus on a more recreational segment of the market than Betway and Spin. Across its entire business, Jumpman operates approximately 200 brands and generates almost all of its revenue from the UK.

As part of our efforts to further expand our global footprint, in January 2023, we acquired DGC, the parent of DGC USA, which holds the exclusive license to use the Betway brand in the U.S.

Following an extensive internal review, DGC USA announced in July 2024 that it would undertake an exit plan for its sportsbook product in all of the nine states in which it was live. This exit process has been completed, and so DGC no longer offers any sports betting products in the U.S.

DGC USA continued to offer casino games in Pennsylvania and New Jersey, under the Betway and Jackpot City licenses in 2024. This offering continued in 2025, with a rebrand from Betway to Spin Palace in March 2025. DGC USA announced in July 2025 that it would be exiting its U.S. iGaming operations. This exit has now completed and DGC USA no longer offers any betting products in the U.S.

Following Betway’s global expansion, we have in certain circumstances licensed the brand to third parties in certain jurisdictions where licensees are better positioned to capture market opportunity while taking advantage of the global brand, in consideration for a license fee.

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Other Acquisitions and Disposals

In January 2023, we completed the acquisition of DGC USA.

In August 2023, we acquired 75% of the outstanding shares of SportCC ApS ("SportCC"), a company which provides sports data and content services. In December 2025, we acquired the remaining 25% of the outstanding shares of SportCC.

In November 2023, we acquired 100% of the outstanding shares of 15 Marketing Limited ("15 Marketing"), a company that provides marketing services.

As a result of these acquisitions, some of the acquired entities and their subsidiaries are included in our consolidated financial results only for varying parts of the year. See section titled "—Key Components of Revenue and Expenses" later in this section.

In April 2021, SGHC Limited entered into an option agreement for a third party, Mahi Gaming LLC, to purchase the business-to-business division of DGC subject to all required gaming approvals in the U.S. first being obtained in respect of the asset transfer. The disposal of the business-to-business division of DGC was completed on February 1, 2024 - see note 19 to our consolidated financial statements included in this Annual Report.

On November 1, 2024, the Group acquired the remaining 30% non-controlling interest of the Verno Group of companies after an initial transaction in 2022. For more details, see note 27 to our consolidated financial statements included in this Annual Report.

On July 15, 2025, the Group acquired 100% of the outstanding shares of Finedge Solutions (Pty) Ltd, a company that holds South African financial services licenses and registrations.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section above titled "Risk Factors—Risks Related to Our Business." Our financial position and results of operations depend to a significant extent on the following factors:

Ability to Acquire, Retain and Monetize Customers

Our ability to effectively market our offerings is critical to operational success. We undertake a variety of marketing initiatives, including traditional marketing channels (such as television, print and radio), digital marketing (such as online display advertising, search engine marketing, social media and "affiliate" marketing, the latter being an industry term describing independent third-party marketing agencies that are not affiliated with us) and retention marketing (including via email, text messages and social media). Traditional marketing channels are by their nature difficult to measure. Digital marketing is typically more measurable but somewhat more complex to undertake. Retention marketing is subject to customer consent, which is not always granted or may be revoked. In all cases it is therefore difficult to extrapolate our past performance into the future or into new markets where we have not previously marketed our products and offerings.

In all of our marketing channels, we make widespread use of incentives, which are accounted for as a deduction in the calculation of revenues. We attempt to evaluate our customers individually and in real-time using a wide range of data points and with reference to proprietary models of customer behavior and profitability. Customer behavior and competitive forces are constantly evolving, and it is therefore difficult to extrapolate our past performance into the future or into new markets where we have not previously marketed our products and offerings.

Our ability to execute on our marketing plans is subject to regulatory constraints in each market, and it is not unusual for marketing-related regulations to change from time to time. We therefore cannot be certain that historic marketing channels will be available to us in the future or whether we will be allowed to utilize the same incentivization mechanisms in the future.

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While we are continuing to assess the efficiency of our marketing activities, our knowledge obtained over our operating history and the relative novelty of the online casino and sports wagering industries in certain markets or geographic regions make it difficult for us to predict when we will achieve our longer-term profitability objectives.

Industry Trends and Competitive Landscape

We operate within the global entertainment, betting and gaming industries, which comprise diverse products and offerings that compete for consumers’ time and disposable income. As we prepare to enter new jurisdictions, we expect to face significant competition from other established industry players, some of which may have access to more resources or may have more experience in online casino and sports wagering in these jurisdictions. In existing jurisdictions, we also expect to face significant competition from existing competitors and new entrants, while in both new and existing jurisdictions ancillary product categories such as daily fantasy sports, casual games and financial services (where products are evolving over time to include "gamification" features that often closely resemble gambling) will also increase competitive pressure.

Legalization, Regulation and Taxation

Our growth depends on expanding our activities in existing markets, as well as on successfully entering new markets and new geographies around the world. We believe that incremental legalization and regulation of online casino and sports wagering, derived from governments’ desire to protect consumers and increase tax revenues, will create global opportunities for us to expand into newly regulated markets worldwide. For example, the Canadian Parliament passed on June 22, 2021 legislation allowing provinces to regulate single-game wagering within each province. Our strategy is to monitor closely changes in regulations that enable expansion of existing markets or entry into new markets and seize such opportunities in a financially prudent manner. The rate at which existing and new jurisdictions undergo regulatory changes, and online casinos and sports wagering markets expand (in the case of existing markets) or become legal (in the case of new markets), will impact the prospects and pace of our growth as we continue to expand our global footprint.

The process of securing the necessary licenses or partnerships to operate in a new jurisdiction may take longer than we anticipate. In addition, legislative or regulatory changes or restrictions and gaming taxes may make it less attractive or more difficult for us to do business in a particular jurisdiction and may impact our profitability in both positive and negative ways that make the overall net effect hard to predict. In the past, when countries have introduced regulatory frameworks, our financial results have been impacted by, among other things, increased taxation and compliance costs, offset by improvements in other costs of doing business such as payment processing and product costs. In some cases, the introduction of a restrictive regulatory regime has resulted in a decrease in the size of the market, whereas in others a liberal regulatory regime has led to an increase in the size of the market. Further, certain jurisdictions require us to have a relationship with a land-based casino for online sports and casino wagering access, which tends to increase our costs of revenue. Countries or states that have established state-run monopolies may limit opportunities for private operators.

Some countries impose taxes on online casino and sports wagering, which may vary substantially among jurisdictions. Some jurisdictions impose constraints on the amounts of money that customers are allowed to deposit or lose ("loss limits"), sometimes in absolute terms without reference to the means of individual customers. Some jurisdictions impose constraints on the nature and extent of the marketing that may be undertaken in relation to our products. We believe that the jurisdictions that will create the most compelling levels of profitability are jurisdictions with both online casino and sports wagering at favorable tax rates, with customer loss limits at levels that relate responsibly to what customers can afford to gamble with, and with marketing regulations that enable us to engage meaningfully with customers. Conversely, we expect that a minority of jurisdictions will set tax rates at unprofitable levels, set customer loss limits at arbitrarily low levels or impose onerous constraints on marketing, in which case we might not be able to profitably trade in those jurisdictions.

Managing Wagering Risk

The online casino gaming and online sports wagering businesses are characterized by an element of chance. Accordingly, we employ theoretical win rates and probability distributions to estimate what a certain type of online

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casino wager or online sports wager, on average, will win or lose in the long run. Revenue is impacted by variations in the hold percentage (the ratio of Net Revenue over Accepted Purchases) with respect to the online casino and online sports wagering that we offer to our customers. We use the hold percentage as an indicator of an online casino game’s or online sports wager’s performance against its expected outcome. Although each online casino wager or online sports wager generally performs within a defined statistical range of outcomes in the long run, actual outcomes may vary for any given period, particularly in the short term.

In the short term, for online casino wagering and online sports wagering, the element of chance may affect win rates (hold rates); these win rates, particularly for online sports wagering, may also be affected in the short term by factors that are largely beyond our control, such as unanticipated event outcomes, a customer’s skill, experience and behavior, the mix of games played or wagers placed, the financial resources of customers, the volume of wagers placed and the amount of time spent gambling. Factors that are nominally within our control, such as the level of incentives given to customers, might not, for various reasons both within and beyond our control, be well-controlled and hence in turn might impact win rates. For online casino games, it is possible that a random number generator outcome or game will malfunction or is otherwise misprogrammed to pay out wins in excess of the game’s mathematical design and award errant prizes. For online sports wagering, it is possible that our platform erroneously posts odds or is otherwise misprogrammed to pay out odds that are highly favorable to bettors, and bettors place wagers before the odds are corrected. Additionally, odds compilers and risk managers are capable of human error, so even if our wagering products are subject to a capped payout, significant volatility can occur. Similarly, inadvertently over-incentivizing customers can convert a sports wager or casino game that would otherwise have been expected to be profitable for us into one with a positive expectation for the player.

A further factor, particularly relevant to some areas of our sports betting business, concerns the volatility inherent in certain types of wagers, particularly parlay or accumulator wagers, which are single wagers that link together two or more individual wagers and are dependent on all of those wagers winning together. It is not unusual for a large number of customers to back similar outcomes, and if a high proportion of those outcomes transpire then it is possible that in aggregate these customers will win large sums of money. This is an expected and normal feature of the business that we have in the past experienced and expect to do so again in the future.

As a result of the variability in these factors, the actual win rates on our online casino games and online sports wagers may differ from the theoretical win rates it has estimated and could result in the winnings of its online casino games or sports betting customers exceeding those anticipated. The variability of win rates (hold percentages) also has the potential to adversely affect our business, financial condition, results of operations, prospects and cash flows. See "Risk Factors — Risks Related to Our Business — Our business depends on the success, including win or hold rates, of existing and future online betting and gaming products, which rely on a variety of factors and are not completely controlled by us."

Technology and Products

We believe that pragmatic and commercial product selection for purposes of speed-to-market and product-market fit is a key driver of the success of our business. We therefore evaluate each new market independently in order to determine whether the interests of the business would be best served by deploying our proprietary sports betting product or the original flagship bespoke-developed product or alternate third-party product. Such decisions are also influenced by numerous other factors, such as regulatory constraints and the amount of product customization required to meet such constraints, and the maturity of the market under consideration. Similar considerations are applied in the decision as to which casino games of the available products would be best suited for any particular new market.

Some of our growth has been achieved due to this approach, but we cannot be certain that this will be replicated in future. While we have derived significant experience from the diverse requirements of the 20 jurisdictions in which we already hold licenses, there can be no certainty that such experience will be of any assistance in further new markets, or that we will be able to achieve suitable product-market fit in future new markets, either by way of customizing existing product or sourcing additional new products.

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Regardless of the product or products selected, we will always seek to overlay our proprietary technology with the intention of achieving competitive advantage. This is particularly true in the area of data and analytics, where our goal is to be able to evaluate all of our customers in granular detail in real-time so that we can in turn interact, intervene, incentivize and encourage (or discourage, as the case may be) behaviors that are both responsible for the customer and profitable for us.

A meaningful part of our growth can be attributed to competitive advantage achieved in this way, but by the nature of such things cannot quantify this belief in any meaningful way and therefore cannot be certain that any such competitive advantage (if it exists) will persist into the future or be replicable in new markets or that competitors will not develop competing technologies (to the extent that they haven’t already done so) in order to substantially erode any such advantage that we might currently enjoy.

Seasonality

Our sport-focused Betway offerings trade in many major markets in both hemispheres and hence benefit from the year-round sporting calendar. Different sporting leagues and events are relatively more or less important in different markets and hence the business benefits from a natural degree of diversification. Various sporting events take place every day around the world in multiple time zones and, particularly with the advent of virtual sports and eSports, events are available for wagering 24/7/365.

Sports betting is prone to seasonal fluctuations that may impact revenues and cash flows. Most major sporting leagues and events do not operate year-round and as a result our operations may be impacted by variations in the sporting calendar over the course of a year. In particular, certain sports leagues operate formats (playoffs, championships, cup finals, etc.) that naturally result in increased customer interest as the end of the season approaches for those sports. Similarly, certain sporting events only operate at specific times of the year (major horse races, major tennis tournaments, etc.) and certain other events only operate on a multi-year cycle (Olympics, FIFA World Cup, etc.).

These phenomena will naturally lead to increased revenues at such times of the year or in major international tournament years, and conversely will result in reduced revenues during off-season periods or in non-tournament years.

For example, Betway’s revenues are often impacted by the calendars of major football (soccer) leagues around the world, international and local cricket tournaments, major American sports leagues, marquee horse racing events, major professional tennis tournaments and the major multi-year cycle soccer tournaments. We naturally seek to adapt marketing efforts accordingly, taking advantage of additional opportunities for profitable growth whenever they present while mitigating potentially negative effects on profits by adjusting marketing appropriately in off-season periods.

Spin's portfolio of casino brands is largely unaffected by seasonality in the aggregate as online casino gaming is largely an individual activity unaffected by external calendars. Seasonality effects may occur at the time of certain major national holidays or vacation periods and as a result our revenues and cashflow might be adversely affected during times of year when customers are naturally more likely to engage with other non-gaming activities.

Consequently, despite these factors, due to our widespread geographic footprint, diverse customer base, and broad product offering, the effects of seasonal fluctuations on the Group's results are less pronounced.

Key Operational Metrics

Monthly Active Customers

We use monthly active customers ("MAC") as an important measure of our customer base. We define MAC as the number of registered customer accounts that wager at our online casino games or sports betting offerings at least once during a particular month. This metric is calculated using internal company data and is not validated, audited or reviewed by an independent party. The size and growth of our monthly active customers directly affects our revenue generated from our online casino games and sports betting offerings, as well as our operating expenses associated with the infrastructure and customer support that is necessary to service customers.

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Key Components of Revenue and Expenses

Revenue

We generate revenue through income earned from online gaming activities, comprising online casino games and sports betting, plus fees from brand licensing agreements. Net Gaming Revenue ("NGR") is gross gaming revenue (inclusive of both online casino and sports betting) minus incentives, minus payments to casino game suppliers in order to fund progressive jackpot network games, and minus value-added tax ("VAT") and goods and services tax ("GST") in countries where these taxes are applicable. Our revenue is therefore calculated as gross gaming revenue (the total amount of money wagered by players minus the total winnings paid out) from casino games and sports betting plus fees from brand licensing agreements minus utilized customer incentives adjustments minus payments to casino game suppliers in order to fund progressive jackpot network games minus VAT minus GST.

NGR is a component of revenue comprising online casino and sportsbook net gaming revenue. NGR is an internal measure we use as an indicator of our overall performance and for comparison against peers which disclose similar numbers on a regular basis. The value and growth of NGR directly affects our revenue generated from our online casino games and sports betting offerings. A number of other operating expenses are correlated with NGR, including fraud, payment processing, "affiliates" marketing and the provision of casino and sports betting products. The same is true to a lesser extent of operating expenses associated with the infrastructure and customer support that is necessary to service customers.

Revenues generated from online casino games and sports betting are recognized at fair value, representing the amount staked by the customer adjusted for any customer incentives. They are subsequently re-measured when the transaction price is known and the amount payable is confirmed, at which point the movement is recorded as a gain or loss in our consolidated financial statements. Such gains and losses arise from similar transactions and are therefore offset within revenue. Subsequent changes in these fair values are recorded in our consolidated financial statements, provided that it is probable that economic benefits will flow to us and the revenue can be reliably measured.

We recognize NGR transactions at the point at which they are settled. Any open positions at year end are fair valued with the resulting gain or loss recorded in our consolidated financial statements. Customer liabilities related to these timing differences are accounted for as derivative financial instruments.

Revenue also includes brand licensing revenues generated by the provision of the Betway brand to other online gambling companies. Brand licensing revenues are recognized over time on a monthly basis in line with either the month in which the licensing revenue is generated or as agreed in fixed contractual terms. The majority of licensing revenue is generated from fixed fee per month contract terms with the remaining licensing revenue generated through contracts specifying a set percentage of Betway’s global brand marketing spend.

During the year ended December 31 2025, we had four operating segments, Betway, Spin, Jumpman and DGC; and two reportable segments, Betway and Spin (Jumpman aggregates with Spin and DGC aggregates with Spin for items relating to Jackpot City and Betway for items relating to the Betway brand). These operating segments engage in business activities from which they may recognize revenues and incur expenses. These segments can be disaggregated by various characteristics but mostly by brand.

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Our sports betting revenue is mostly generated by Betway, which also generates some revenue from online casino. Online casino revenue is mainly generated by Spin (which consists of more than 16 separate brands collectively referred to as Spin), which also generates a small amount of revenue from sports betting. Revenue is recorded based on the underlying source and costs are reasonably allocated between Betway and Spin based on, in the case of direct cost, the brand of the revenue on which those direct cost are calculated, and in the case of marketing cost based on which brand is promoted to customers.

Direct and Marketing Expenses

Direct expenses comprise costs incurred directly in relation to the Company’s gaming operations and associated activities. These costs include Gaming tax, license costs and other tax, processing & fraud costs, royalties, staff related expenses, other operational costs, and foreign exchange losses (excluding foreign exchange on processing), and the costs are expensed as incurred. Royalty costs are calculated monthly and expensed accordingly in the statement of profit or loss.

Marketing Expenses are the costs associated with affiliate marketing, brand spend, other marketing taxes, marketing usage and marketing operational costs. Affiliate marketing expenses include commission paid to the affiliates and include both costs per acquisition and revenue-share agreements. Costs associated with marketing are expensed as incurred. Affiliate marketing cost is calculated monthly and expensed in the statement of profit or loss.

General and Administrative Expenses

General and administrative expenses include professional services (including legal, regulatory, audit and licensing-related), legal settlements and contingencies. Administrative expenses also include technology-related expenses relating to subscriptions, operational software, domain management and license costs. Expenses incurred related to back office support staff as well as Group-level executive salaries, bonuses and benefits, are also included under this item.

Depreciation and Amortization

Depreciation and amortization are provided on property and equipment over the estimated useful lives on a straight-line basis. Depreciation and amortization also include the amortization of intangible assets on both diminishing balance (for customer databases) and straight-line basis (for all other categories) as well as right-of-use assets written off on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the profit before taxation.

Finance Expense and Income

Finance expenses consists primarily of interest paid in respect of lease liabilities and loans payable. Finance income consists primarily of interest received in respect of bank balances and loans receivable.

Impairment of assets

Impairment of assets relates to the impairment loss recognized due to the impairment of intangible assets and property, plant and equipment following the closure of the U.S. sportsbook market. In addition, there was an impairment of goodwill due to the recoverable amount of the DGC cash generating units ("CGU") being lower than the carrying amount. Refer to note 10 to the consolidated financial statements included in this Annual Report for details.

Gain on disposal of business

Gain on disposal of business in 2024 relates to the gain recognized on the sale of the B2B division of DGC. Refer to note 19 to the consolidated financial statements included in this Annual Report for details.

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Change in fair value of options

Change in fair value of options relates to the fair value gain or loss resulting from the change in fair value of the underlying derivative instrument to which it relates. Amounts incurred for the year ended December 31, 2024 relate mainly to the Mahi option, with small amounts relating to T and W Holdings Proprietary Limited and SportCC. Amounts incurred for the year ended December 31, 2023 related to the Mahi option, which was exercised in February 2024. Refer to note 18 to the consolidated financial statements included in this Annual Report for details.

Income Tax Expense

We account for income taxes using the asset and liability method whereby deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The provision for income taxes reflects income earned and taxed. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of profit and loss.

Change in Presentation Currency

The Group has adopted a change in presentation currency from the Euro to the United States Dollar ("USD" or "$") on January 1, 2025. The comparative information has been re-presented retrospectively to our consolidated financial statements included elsewhere herein as if the new presentation currency had always been the presentation currency of the Group. Refer to note 2.3 pertaining to this change.

Change in Segment Presentation

The Group has changed the presentation of its segment disclosures during the year ended December 31, 2025. The comparative information herein has been represented retrospectively for all periods presented on a consistent basis. Refer also to note 4 to our consolidated financial statements included elsewhere herein pertaining to this change.

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Results of Operations

Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024

The following table sets forth our historical consolidated results of operations for the annual periods indicated:

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions"],["For the year ended December 31, 2025"],["Revenue","2,231"],["Direct and marketing expenses","(1,565)"],["General and administrative expenses","(176)"],["Impairment of assets","(68)"],["Depreciation and amortization expense","(74)"],["Other operating income","9"],["Finance income","11"],["Finance expense","(11)"],["Change in fair value of options","\u2014"],["Share of post-tax profit of equity accounted investments","(1)"],["Profit/(loss) before taxation","356"],["Income tax expense","(138)"],["Profit/(loss) for the period","218"],["For the year ended December 31, 2024"],["Revenue","1,835"],["Direct and marketing expenses","(1,374)"],["General and administrative expenses","(175)"],["Impairment of assets","(40)"],["Depreciation and amortization expense","(84)"],["Other operating income","7"],["Finance income","11"],["Finance expense","(7)"],["Change in fair value of options","(14)"],["Gain on disposal of business","44"],["Share of post-tax profit of equity accounted investments","1"],["Profit / (loss) before taxation","204"],["Income tax (expense) / income","(81)"],["Profit/(loss) for the period","123"]]
[[/GREPCENT_TABLE]]

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Revenue

[[GREPCENT_TABLE]]
[["","Betway $ 'millions","Spin $ 'millions","Super Group $ 'millions"],["Year ended December 31, 2025"],["Online casino","940","","850","","1,790"],["Sports betting","408","","\u2014","","408"],["Brand licensing","26","","\u2014","","26"],["Other","7","","\u2014","","7"],["Total Group revenue","1,381","","850","","2,231"],["Year ended December 31, 2024"],["Online casino","716","","728","","1,444"],["Sports betting","363","","\u2014","","363"],["Brand licensing","20","","\u2014","","20"],["Other","7","","1","","8"],["Total Group revenue","1,106","","729","","1,835"]]
[[/GREPCENT_TABLE]]

Our total revenue was $2.2 billion for the year ended December 31, 2025, an increase of $396.7 million or 21.6% (Constant Currency: 20.5%) compared to $1.8 billion for the year ended December 31, 2024, due to strong growth performances in the Africa and Middle East (an increase of $189.9 million or 26.8%), Europe (an increase of $126.0 million or 42.1%) and North America (an increase of $89.7 million or 13.8%) markets. This growth was attributable to stable twelve-month average sports margins, which led to an increase in sports betting income. Additionally, revenue growth was positively impacted by quarterly increases in wagers for both casino and sports, bolstered by record customer participation.

This growth was partially offset by the closure of markets in the South America market prompted by impending regulatory shifts, leading to a decrease of $5.3 million or 21.9%.

The charts below illustrate the monthly average active customers, and revenue, for Betway and Spin respectively.

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Betway

Revenue for the Betway segment increased by $275.9 million or 25.0% to $1.4 billion for the year ended December 31, 2025, compared to $1.11 billion for the year ended December 31, 2024.

Brand licensing revenue increased by $5.9 million or 29.3% to $26.0 million for the year ended December 31, 2025, compared with $20.1 million for the year ended December 31, 2024. Revenue from brand license fees is earned through the utilization of the Betway brand, which increased during 2025 mainly due to revised terms of the brand license fee agreements, which were renegotiated in response to the strong performance of these brands within partner markets.

Sports betting gaming revenue for the Betway segment increased by $45.4 million or 12.5% to $408.1 million for the year ended December 31, 2025, compared to $362.7 million for the year ended December 31, 2024. The growth in 2025 was due to improved margins on sports betting, which increased to 13.2% for the year ended December 31, 2025 compared to 12.7% for the year ended December 31, 2024, representing an increase of 29 basis points and an increase in our monthly average active customer base, which increased to 5.0 million in 2025 from 4.4 million in 2024, representing a 15.2% increase. The growth in monthly average active customers can be attributed to factors such as enhanced customer acquisition strategies, improved customer retention efforts, strategic investment in brand marketing and the deployment of additional resources to enhance our product offering and broadened our market appeal.

Online casino gaming revenue for the Betway segment increased by $224.1 million or 31.3% to $940.1 million for the year ended December 31, 2025, compared to $716.0 million for the year ended December 31, 2024. This growth was mainly due to strong performance in the Africa and Middle East and Europe markets (an increase of $173.9 million or 24.7% and $107.8 million or 51.6%, respectively). This strong performance was supported by a stronger emphasis on casino features within Betway, the steady rollout of additional gaming options for customers, and increased spending to support brand marketing. Revenue growth from content was largely driven by the content mix offered within the casino product, which resulted from expanded offerings in Africa and Middle East, contributing $72.9 million and 116.6% year on year from this market alone.

Average monthly active customers for Betway increased by 0.7 million or 15.2%, to 5.0 million for the year ended December 31, 2025, from 4.4 million for the year ended December 31, 2024.

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Spin

Revenue for the Spin segment increased by $121.5 million or 16.7% to $850.5 million for the year ended December 31, 2025, compared with $728.9 million for the year ended December 31, 2024.

Online casino gaming revenue for the Spin segment increased by $122.3 million or 16.8% to $850.3 million for the year ended December 31, 2025, compared to $728.0 million for the year ended December 31, 2024. Spin online casino revenue in the North America market for the year ended December 31, 2025 grew by $99.0 million to $595.9 million compared to $496.9 million for the year ended December 31, 2024, mainly due to enhanced customer acquisition and retention strategies, coupled with increased investments into new marketing channels. Monthly active customers in the North America market for Spin increased by 58,586 or 37.0%, to 217,003 for the year ended December 31, 2025, from 158,417 for the year ended December 31, 2024. Online casino revenue was also supported by growth in the Africa and Middle East and Europe markets (an increase of $16.0 million or 335.0% and $18.2 million or 20.1%, respectively) following the launch of the Jackpot City in more countries within these markets.

This was partially offset by a decrease in revenue from New Zealand within the Asia-Pacific market, which resulted from both reduced marketing efforts in anticipation of regulatory adjustments and the impact of regional economic conditions on consumer spending power. Consequently, revenue from the Asia-Pacific region decreased by $6.9 million or 5.6% to $117.1 million for the year ended December 31, 2025, compared to $124.0 million for the year ended December 31, 2024.

Direct and Marketing Expenses*

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions","Betway $ 'millions","Spin $ 'millions","Head Office and Other $ 'millions"],["For the year ended December 31, 2025"],["Direct Expenses","1,053","","609","","410","","34"],["Gaming tax, license costs and other tax","264","","171","","93","","\u2014"],["Processing & Fraud Costs","258","","183","","75","","\u2014"],["Royalties","281","","117","","164","","\u2014"],["Staff related expenses","143","","75","","33","","35"],["Other operational costs","104","","67","","37","","\u2014"],["Foreign exchange losses (profits) (excluding foreign exchange on processing)","3","","(4)","","8","","(1)"],["Marketing Expenses","512","","293","","219","","\u2014"],["Direct and marketing expenses","1,565","","902","","629","","34"],["For the year ended December 31, 2024"],["Direct Expenses","926","","584","","310","","32"],["Gaming tax, license costs and other tax","193","","140","","53","","\u2014"],["Processing & Fraud Costs","219","","152","","67","","\u2014"],["Royalties","239","","91","","148","","\u2014"],["Staff related expenses","144","","97","","22","","25"],["Other operational costs","111","","93","","15","","3"],["Foreign exchange losses (excluding foreign exchange on processing)","20","","11","","5","","4"],["Marketing Expenses","448","","263","","185","","\u2014"],["Direct and marketing expenses","1,374","","847","","495","","32"]]
[[/GREPCENT_TABLE]]

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*Direct and Marketing expenses shown above include costs allocated to the Betway and Spin reportable segments, as well as related costs that are excluded from segmental expenses reported to the CODM. Below is a detailed reconciliation of the Direct and marketing expenses presented above to note 4 in the consolidated financial statements.

[[GREPCENT_TABLE]]
[["","2025 Betway $ 'millions","2025 Spin $ 'millions","2025 Head Office and Other costs $ 'millions","2025 Total $ 'millions"],["Direct and marketing expenses per note 4","892","","588","","\u2014"],["Reconciling items:"],["iGaming Closure","\u2014","","17","","\u2014"],["Change in provision for gaming taxes","\u2014","","21","","\u2014"],["Other adjustments1","10","","3","","\u2014"],["","902","","629","","\u2014"],["Head office and other costs","\u2014","","\u2014","","34"],["Direct and marketing expenses","902","","629","","34","","1,565"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","2024 Betway $ 'millions","2024 Spin $ 'millions","2024 Head Office and Other costs $ 'millions","2024 Total $ 'millions"],["Direct and marketing expenses per note 4","799","","493","","\u2014"],["Reconciling items:"],["Sportsbook closure","33","","\u2014","","\u2014"],["Market closure","6","","\u2014","","\u2014"],["Other adjustments1","9","","2","","\u2014"],["","847","","495","","\u2014"],["Head office and other costs","\u2014","","\u2014","","32"],["Direct and marketing expenses","847","","495","","32","","1,374"]]
[[/GREPCENT_TABLE]]

1'Other adjustments' refers to unrealized foreign exchange, expenses in connection with RSU awards and other immaterial items.

Direct and marketing costs were $1.57 billion for the year ended December 31, 2025, an increase of 13.9% (Constant Currency: 10.2%) compared to $1.37 billion for the year ended December 31, 2024, mainly as a result of an increase in direct expenses related to the growth of revenue in Africa and Middle East, North America and Europe markets and a marketing expenditure increase in monetary value but decrease as a percentage of total revenue, in line with strategy to continue to identify and assess more effective marketing channels with higher returns on spend while still delivering strong overall growth.

Total marketing expenditure increased by $63.6 million or 14.2% for the year ended December 31, 2025 to $511.8 million compared with $448.2 million for the year ended December 31, 2024.

The overall marketing expenditure to gaming revenue ratio for the year ended December 31, 2025 decreased to 23.3% from 24.8% for the year ended December 31, 2024, as the business continued to identify more effective marketing channels with higher returns on spend while still delivering strong growth.

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Of our overall direct and marketing expenses, direct expenses comprised 67.3% of the total direct and marketing expenses during the year ended December 31, 2025 and 67.4% of the total direct and marketing expenses during the year ended December 31, 2024. Direct expenses increased by 13.7% to $1.1 billion for the year ended December 31, 2025 from $926.0 million for the year ended December 31, 2024.

The increase in gaming taxes, license expenses, and other tax obligations aligns with our revenue expansion, which primarily occurred in the Africa and Middle East, Europe, and North America markets, all of which impose market-specific gaming and betting taxes or licensing fees. Additionally, the increase in taxes was impacted by the implementation of new gaming duties in New Zealand (an increase of $7.6 million), requiring offshore operators to pay gambling taxes beginning in July 2024. The initiation of gaming operations in Botswana for the 2025 financial year also resulted in additional tax liabilities connected to the market (an increase of $7.2 million).

Processing & Fraud Costs increased by $38.4 million or 17.5% to $257.6 million for the year ended December 31, 2025 compared to $219.2 million for the year ended December 31, 2024. The primary factor behind this was an increase in processing costs of $35.7 million or 16.9%, which was less than the growth in revenue during that time frame. This was largely the result of changes in the country mix, with the majority of revenue expansion occurring in the Africa and Middle East and Europe markets, where processing costs are lower compared to those in the Asia-Pacific and North America markets. Additionally lower transaction processing fees negotiated with major service providers have led to notable cost savings. By partnering with local banks in the North America market, mainly Canada, the region has experienced improved efficiencies in handling expenses, particularly those related to currency conversion.

Staff related expenses, relating to direct costs decreased for the year ended December 31, 2025 by 1.1% or $1.5 million to $142.7 million from $144.2 million for the year ended December 31, 2024. The decrease reflects the impact of the various initiatives, driven by the business, to ensure operational efficiencies across most of the operating units resulting in a decrease in the average number of employees, while also leveraging automation, such as technology and better processes, in key functional areas of the business. This decrease was supported by additional AI-enabled improvements such as customer support and fraud and risk screening tools.

Our royalties to gaming revenue ratio for the year ended December 31, 2025 decreased to 13% from 13.2% for the year ended December 31, 2024 although the royalties amount increased by $41.4 million. Royalties as a percentage of revenue declined because the Africa and Middle East market, which contributed to our overall revenue growth, utilizes bespoke software at a lower overall cost relative to other markets where we rely on external providers.

Other operational costs decreased by $7.7 million or 6.9% during the year ended December 31, 2025, to $103.7 million from $111.4 million for the year ended December 31, 2024. Write offs related to the closure of certain markets for the year ended December 31, 2025 were $2.9 million compared to $9.6 million for the year ended December 31, 2024.

Betway

Marketing expenditure in the Betway segment increased by $29.8 million or 11.3% for the year ended December 31, 2025 to $293.1 million compared with $263.3 million for the year ended December 31, 2024. Marketing expenditure as a percentage of gaming revenue, however, decreased to 21.7% for the year ended December 31, 2025 from 24.4% for the year ended December 31, 2024. Despite the decrease in marketing expenditure as a percentage of gaming revenue, Betway still achieved growth in revenue of 24.9% for the year ended December 31, 2025, mainly due to effective deployment of marketing strategies and investment into channels and markets that provide a higher return on investment. An additional $21.3 million or 89.5% saving in marketing was also realized with the closure of sports betting in the US during 2025 and the subsequent decision to cease operating the Betway brand in that market, leading to marketing spend in the U.S. of only $2.5 million for the year ended December 31, 2025 compared to $23.8 million for the year ended December 31, 2024.

Direct expenditure in the Betway segment increased by $25.2 million or 4.3% to $609.2 million for the year ended December 31, 2025 from $584.0 million for the year ended December 31, 2024 , attributable to:

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•gaming tax and license costs, which is directly related to revenue, increased by $30.6 million or 21.8% to $170.8 million for the year ended December 31, 2025, compared to $140.2 million for the year ended December 31, 2024. The growth recorded in the South Africa and United Kingdom regions, where local revenues are subject to substantial betting and gaming taxes, was consistent with this trend. Further, additional tax obligations were introduced in Botswana in 2025, which resulted in an increase of $7.2 million.

•processing & fraud costs increased by $31.1 million or 20.5% to $183.2 million for the year ended December 31, 2025, compared to $152.1 million for the year ended December 31, 2024, in line with the growth of gross revenue for the Betway segment. Processing & fraud cost as a percentage of gaming revenue decreased to 13.6% for the year ended December 31, 2025 from 14.1% for the year ended December 31, 2024, due to great cost efficiency optimization. These cost efficiencies are mainly the result of increased revenue from the European market, which has consistently experienced lower contracted transaction processing fees with significant service providers and the introduction of local banking partners in North America, mainly Canada, which has led to additional processing cost reductions, boosting overall operational efficiency;

•royalty costs, which are directly linked to revenue, increased by $25.9 million or 28.4% to $117.1 million for the year ended December 31, 2025, compared to $91.2 million for the year ended December 31, 2024. Royalty cost as a percentage of gaming revenue has also increased to 8.7% for the year ended December 31, 2025, from 8.5% for the year ended December 31, 2024. The Africa and Middle East market was the main driver of the increase in royalty costs, with notable growth in casino royalty costs stemming from game content providers who imposed slightly elevated rates. Despite this, casino revenue in the Africa and Middle East market increased by $147.1 million, or 31%, to 626.9 million for the year ended December 31, 2025, compared to $479.9 million for the year ended December 31, 2024;

•staff related expenses decreased by $21.7 million or 22.5% to $75.0 million for the year ended December 31, 2025, compared to $96.7 million for the year ended December 31, 2024. In alignment with the Group’s overarching strategy, this decrease reflects various initiatives to enhance efficiency in operations, alongside a leveraging of automation in key functional areas the business has invested in; and

•other operational costs decreased by $25.3 million or 27.3% to $67.3 million for the year ended December 31, 2025, compared to $92.6 million for the year ended December 31, 2024. Of this decrease, $28.8 million directly related to the costs incurred as a result of the decision to close the sportsbook in the U.S. during the year ended December 31, 2024.

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Spin

Marketing expenditure in the Spin segment increased by $33.7 million or 18.2% to $218.6 million for the year ended December 31, 2025 compared with $184.9 million for the year ended December 31, 2024. Marketing expenditure as a percentage of gaming revenue increased to 25.7% for the year ended December 31, 2025 from 25.4% for the year ended December 31, 2024. The primary reason for this was the increased investment in the Jackpot City brand in 2025. Key initiatives included sponsoring the Williams Formula 1 team, extending the brand's presence into additional African territories, and markedly raising spending in Canada. The increase was partially offset by the exit from the U.S. market, which led to a one-year decline of $10.7 million;

Direct expenses in the Spin segment increased by $100.2 million or 32.3% to $410.2 million for the year ended December 31, 2025, compared with $310.0 million for the year ended December 31, 2024. The growths in these direct expenses are in line with the growth in revenue. Direct expenses as a percentage of gaming revenue increased to 48.3% for the year ended December 31, 2025 compared to 42.6% for the year ended December 31, 2024.

The main cost items can further be analyzed as follows:

•gaming tax and license costs, which are directly related to revenue, increased by $39.7 million or 74.4% to $93.1 million for the year ended December 31, 2025 compared to $53.4 million for the year ended December 31, 2024. These costs as a percentage of gaming revenue also increased to 11.0% for the year ended December 31, 2025 from 7.3% for the year ended December 31, 2024. The launch of Jackpot City in the U.S. accounted for $9.0 million, while another $8.5 million can be attributed to the introduction of the offshore gambling duty that came into effect from July 2024 for all offshore operators in New Zealand. A provision for $21.3 million, excluding interest of $5.1 million, was also made in connection with an ongoing matter with the HMRC, disclosed under note 21 to our consolidated financial statements;

•processing & fraud costs increased by $8.2 million or 12.1% to $75.4 million for the year ended December 31, 2025 compared to $67.2 million for the year ended December 31, 2024. Despite the overall increase, processing & fraud costs as a percentage of gaming revenue decreased to 8.9% for the year ended December 31, 2025 from 9.2% for the year ended December 31, 2024. The decrease was due to successfully negotiating decreased merchant transaction charges with payment service providers and the streamlining of operations by collaborating with local banking institutions in major global regions; and

•royalty costs, which are charged on casino revenue, increased by $15.4 million or 10.4% to $163.6 million for the year ended December 31, 2025 compared to $148.2 million for the year ended December 31, 2024. The increase was less than the growth in revenue, primarily because negotiations with platform service providers resulted in the ability to deduct additional rebates. Additionally, Jumpman’s typical royalty cost is considerably lower for its casino products than that of other Spin operators as Jumpman utilizes a proprietary, internally built platform.

Head Office and Other

In Head Office and Other net costs, direct and marketing expenditure increased by $2.0 million or 6.3% to $34.0 million for the year ended December 31, 2025 compared with $32.0 million for the year ended December 31, 2024. The increase relates to direct employment costs, due to staff additions in the Head Office to ensure adherence to various regulatory requirements and to align the business strategy in certain key function across the business.

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General and Administrative Expenses

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions","Betway $ 'millions","Spin $ 'millions","Head Office and Other $ 'millions"],["Year ended December 31, 2025"],["Staff costs and related expenses","71","","42","","26","","3"],["Technology and infrastructure costs","51","","31","","18","","2"],["Audit and professional fees","31","","11","","3","","17"],["Other administrative costs","23","","11","","6","","6"],["General and administrative expenses","176","","95","","53","","28"],["Year ended December 31, 2024"],["Staff costs and related expenses","67","","29","","35","","3"],["Technology and infrastructure costs","52","","38","","12","","2"],["Audit and professional fees","29","","10","","4","","15"],["Other administrative costs","27","","14","","2","","11"],["General and administrative expenses","175","","91","","53","","31"]]
[[/GREPCENT_TABLE]]

*General and Administrative expenses shown above include costs allocated to the Betway and Spin reportable segments, as well as related costs that are excluded from segmental expenses reported to the CODM. Below is a detailed reconciliation of the Direct and marketing expenses presented above to note 4 in the consolidated financial statements.

[[GREPCENT_TABLE]]
[["","2025 Betway $ 'millions","2025 Spin $ 'millions","2025 Head Office and Other costs $ 'millions","2025 Total $ 'millions"],["General and administrative expenses per note 4","95","","51","","\u2014"],["Reconciling items"],["Other adjustments1","\u2014","","2","","\u2014"],["","95","","53","","\u2014"],["Head office and other costs","","","28"],["General and administrative expenses","95","","53","","28","","176"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","2024 Betway $ 'millions","2024 Spin $ 'millions","2024 Head Office and Other costs $ 'millions","2024 Total $ 'millions"],["General and administrative expenses per note 4","89","","53","","\u2014"],["Reconciling items"],["Other adjustments1","2","","\u2014","","\u2014"],["","91","","53","","\u2014"],["Head office and other costs","\u2014","","\u2014","","31"],["General and administrative expenses","91","","53","","31","","175"]]
[[/GREPCENT_TABLE]]

1'Other adjustments' refers to other immaterial items.

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Our general and administrative expenses increased by $1.0 million or 0.6% (Constant Currency: (15.0)%) to $176.0 million for the year ended December 31, 2025 compared to $175.0 million for the year ended December 31, 2024. The Group’s strategy is focused on consolidation and the pursuit of further cost-saving measures, which are intended to drive efficiency while maintaining the potential for revenue growth and aligning with its core strategic objectives.

Betway

In the Betway segment, general and administrative expenditure increased by $4.0 million or 4.4% to $95.0 million for the year ended December 31, 2025, compared to $91.0 million for the year ended December 31, 2024.

•Staff costs and related expenses increased by $13.0 million or 44.8% to $42.0 million for the year ended December 31, 2025, from $29.0 million for the year ended December 31, 2024. The increase was mainly due to the restructuring of Win Technologies (UK) Limited and Osiris Trading Limited from being integrated within a revenue-generating business unit, to being shifted to function as separate support service providers. This move has enabled them to offer assistance to the entire Group and optimize operational processes, which is reflected in a decrease in headcount at the Group level by 136 or 6.6% to 1,932 for the year ended December 31, 2025 from 2,068 for the year ended December 31, 2024.

•Technology and infrastructure costs decreased by $7.0 million or 18.4% to $31.0 million for the year ended December 31, 2025 from $38.0 million for the year ended December 31, 2024. The decrease was mainly related to the decision to close sports betting in the U.S. during the year ended December 31, 2024, which, prior to closing, required material investment into the platform.

•Other administrative costs decreased by $3.0 million or 21% to $11.0 million for the year ended December 31, 2025 from $14.0 million for the year ended December 31, 2024. This mainly relates to specific write-offs with the decision to close the US sports betting market during the year ended December 31, 2024.

Spin

In the Spin segment general and administrative expenses overall remained consistent at $53.0 million for the year ended December 31, 2025 compared to $53.0 million for in the year ended December 31, 2024. The sub category movements were mainly due to the following:

•Technology and infrastructure costs increased by $6.0 million or 50.0% to $18.0 million for the year ended December 31, 2025 from $12.0 million for the year ended December 31, 2024. The increase resulted from the choice to exclusively utilize Spin brands within the U.S. prior to the eventual shutdown of iGaming operations in that area, along with a modification in how billing was structured for PAM hosting services.

•Staff costs and related expenses in turn decreased by $9.0 million or 25.7% to $26.0 million for the year ended December 31, 2025 compared with $35.0 million for the year ended December 31, 2024. This was partially a result of the efficiency initiatives within the segment contributed to a decrease in headcount by 167 or 16.7% to 832 for the year ended December 31, 2025 from 1,000 for the year ended December 31, 2024.

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Head Office and Other

In Head Office and Other net costs, general and administrative expenditure decreased by $3.0 million or 10% to $28.0 million for the year ended December 31, 2025 compared with $31.0 million for the year ended December 31, 2024. The decrease, which resulted from higher recoveries of administration expenses incurred by Head

Office and Other and allocated to the operating segments, was partially offset by modest increases in staff costs, related expenses, and audit and professional fees.

Adjusted EBITDA by Reportable Segment

The Betway segment’s Adjusted EBITDA increased by $168 million or 74% to $395 million for the year ended December 31, 2025 from $221.5 million for the year ended December 31, 2024. This is mainly due to strong performances in the Africa and Middle East and Europe markets as well as efficiencies in both marketing and operational expenditure achieved in 2025. Furthermore, ceasing sportsbook activities across the U.S. during the year ended December 31, 2024 resulted in a reported loss of $99.4 million recognized for the year ended December 31, 2024.

The Spin segment’s Adjusted EBITDA increased by $28 million or 15% to $212 million for the year ended December 31, 2025 from $185.0 million for the year ended December 31, 2024. While double digit revenue expansion was observed across the geographical markets for the year ending December 31, 2025, it was partially offset by elevated direct and marketing expenses, as well as losses incurred within the U.S. iGaming sector. Additionally, a one-time expense totaling $19 million was recognized in connection with the shutdown of the U.S. iGaming business during the 2025 fiscal period.

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Depreciation and Amortization

Depreciation and amortization expenditure decreased by $10.0 million or 12% to $74.0 million for the year ended December 31, 2025 compared to $84.0 million for the year ended December 31, 2024.

The decrease is mainly due to the diminished depreciation expense associated with right-of-use assets and older computer hardware reaching the end of its useful life as well as to certain intangible assets relating to historic acquisitions reaching the end of their useful lives.

Finance Income

Finance income relates primarily to the Betway segment and remained consistent at $11.0 million for both the year ended December 31, 2025 and the year ended December 31, 2024 and reflects the interest earned on the Group's operational cash reserves.

Finance Expense

Finance expenditure increased by $4.0 million or 57.1% to $11.0 million in the year ended December 31, 2025 compared to $7.0 million for the year ended December 31, 2024. This increase is mainly due to a provision for interest payable on an open taxation matter Jumpman has with HMRC as disclosed under note 21 of the consolidated financial statements.

Income Tax (Expense)/ Benefit

Income tax expense increased by $57.0 million to an expense of $138.0 million for the year ended December 31, 2025, compared to a tax expense of $81.0 million for the year ended December 31, 2024. This was primarily due to an increase in corporate income tax as a result of increased profitability in higher tax jurisdictions, as well an increase of $6.3 million relating to the global minimum top-up tax, which was recognized for the first time in 2024 as a result of tax changes in line with the OECD/G20 Inclusive Framework on BEPS (as defined below).

The Group's weighted average tax rate increased to 16.9% for the year ended December 31, 2025 compared to 10.1% in December 31, 2024, which is mainly due to different foreign tax rates in various jurisdictions in which we operate and the impact of the BEPS global minimum top-up tax.

The effective tax rate increased to 38.7% for the year ended December 31, 2025 from 39.7% for the year ended December 31, 2024.

Profit for the period

Our net profit increased by $95.0 million or 77.2% for the year ended December 31, 2025, compared to $123.0 million for the year ended December 31, 2024. The significant increase was due to consistent quarterly wagering growth across both casino and sports, supported by record customer engagement and deposits. Our disciplined approach to marketing and operational efficiency continued to strengthen margins, proving the value of our performance‑driven culture, partially offset by the increase in income tax.

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Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

The following table sets forth our historical consolidated results of operations for the annual periods indicated:

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions"],["For the year ended December 31, 2024"],["Revenue","1,835"],["Direct and marketing expenses","(1,374)"],["General and administrative expenses","(175)"],["Impairment of assets","(40)"],["Depreciation and amortization expense","(84)"],["Other operating income","7"],["Finance income","11"],["Finance expense","(7)"],["Change in fair value of options","(14)"],["Gain on disposal of business","44"],["Share of post-tax profit of equity accounted investments","1"],["Profit / (loss) before taxation","204"],["Income tax (expense) / income","(81)"],["Profit/(loss) for the period","123"],["For the year ended December 31, 2023"],["Revenue","1,555"],["Direct and marketing expenses","(1,231)"],["General and administrative expenses","(159)"],["Impairment of assets","(39)"],["Depreciation and amortization expense","(89)"],["Other operating income","7"],["Finance income","10"],["Finance expense","(3)"],["Change in fair value of options","(31)"],["Profit / (loss) before taxation","20"],["Income tax (expense) / income","(28)"],["(Loss) / profit for the period","(8)"]]
[[/GREPCENT_TABLE]]

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Revenue

[[GREPCENT_TABLE]]
[["","Betway $ 'millions","Spin $ 'millions","Super Group $ 'millions"],["For the year ended December 31, 2024"],["Online casino","716","","728","","1,444"],["Sports betting","363","","\u2014","","363"],["Brand licensing","20","","\u2014","","20"],["Other","7","","1","","8"],["Total Group revenue","1,106","","729","","1,835"],["For the year ended December 31, 2023"],["Online casino","522","","646","","1,168"],["Sports betting","322","","\u2014","","322"],["Brand licensing","37","","\u2014","","37"],["Other","27","","1","","28"],["Total Group revenue","908","","647","","1,555"]]
[[/GREPCENT_TABLE]]

Our total revenue was $1.8 billion for the year ended December 31, 2024, an increase of $280.2 million or 18.0% (Constant Currency: 20.1%) compared to $1.6 billion for the year ended December 31, 2023, mainly due to strong performances in the Africa and Middle East and Europe markets (an increase of $258.3 million or 57.4% and $55.9 million or 22.9%, respectively), particularly with the continued launch of new casino content as well as improved sports margins, especially on soccer, and thus increased sports betting revenue. Despite the strong performance, overall growth was offset by the impact of currency fluctuations across various jurisdictions in which we operate.

Betway

Revenue for the Betway segment increased by $194.4 million or 21.8% to $1.1 billion for the year ended December 31, 2024 compared to $0.9 billion for the year ended December 31, 2023.

Brand licensing revenue decreased by $16.7 million or 45.4% to $20.1 million for the year ended December 31, 2024 compared with $36.8 million for the year ended December 31, 2023. Brand license fees are generated for the use of the Betway brand, which decreased during 2024 mainly due to renegotiations of the brand license fee agreements as a result of pressure on the licensed partner’s revenue.

Sports betting gaming revenue for the Betway segment increased by $41.0 million or 12.7% to $362.7 million for the year ended December 31, 2024 compared to $321.7 million for the year ended December 31, 2023. The growth in 2024 was largely due to increasingly positive sports margins, which increased to 12.7% for the year ended December 31, 2024, representing an increase of 274 basis point year on year from 10.0% for the year ended December 31, 2023, especially in European soccer, as well as increased betting fixtures in the UEFA Champions League in the second half of 2024 (144 league stage fixtures compared to 96 group stage fixtures in the second half of 2023), versus unprecedented unfavorable sports betting margins in the latter part of 2023.

Additionally, 2023 comparative sports betting revenue included $54.6 million from the Indian market, which the Group exited at the end of the third quarter of 2023 due to the introduction of an unsustainable GST regime in India.

Online casino gaming revenue for the Betway segment increased by $194.4 million or 37.3% to $716.0 million for the year ended December 31, 2024 compared to $521.6 million for the year ended December 31, 2023. Betway saw a decline in its online casino gaming revenue from its Asia-Pacific market for the year ended December 31, 2024 of $33.4 million due to the closure of the Indian market in September 2023 due to the passing of new GST regulation that would have made the market unprofitable. This impact was offset by positive performance in the Africa and Middle East and Europe markets (an increase of $194.1 million or 56.8% and $46.5 million or 48.3% respectively), both far exceeding forecasted performance due to an improved focus on casino offerings in Betway along with the launching of new platform providers and gaming content offered to customers. Such increase in

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revenue was driven primarily by growth in GGR as a result of new offerings in Africa and Middle East market, which contributed $184.6 million and 73.3% year on year, and new offerings in Europe, which contributed $42.3 million and 132% year on year.

Average monthly active customers for Betway increased by 0.8 million or 20.4%, to 4.4 million for the year ended December 31, 2024, from 3.6 million for the year ended December 31, 2023.

Spin

Revenue for the Spin segment increased by $81.5 million or 12.6% to $728.9 million for the year ended December 31, 2024 compared with $647.4 million for the year ended December 31, 2023.

Online casino gaming revenue for the Spin segment increased by $81.7 million or 12.6% to $728.0 million for the year ended December 31, 2024 compared to $646.3 million for the year ended December 31, 2023. Spin saw a growth in its online casino gaming revenue from its North American market for the year ended December 31, 2024 of $65.4 million, mainly due to the enhanced customer acquisition and retention strategies, after the migration to the Ontario regulatory platform during 2022, the effects of which were still felt in the 2023 comparatives.

Monthly active customers in the North America market for Spin increased by 20,359 or 14.7%, to 158,417 for the year ended December 31, 2024 from 138,058 for the year ended December 31, 2023, which contributed to a total revenue increase of $67.5 million or 15.7% in this market to $496.9 million for the year ended December 31, 2024 from $429.4 million at year ended December 31, 2023. Spin also saw further positive growth in New Zealand due to an investment in local marketing during 2023 and focused casino game offerings introduced to the market, with monthly active customers in the Asia-Pacific market for Spin increasing by 11,721 or 12.8%, to 103,489 for the year ended December 31, 2024 from 91,768 for the year ended December 31, 2023.

Direct and Marketing Expenses*

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions","Betway $ 'millions","Spin $ 'millions","Head Office and Other $ 'millions"],["For the year ended December 31, 2024"],["Direct Expenses","926","","584","","310","","32"],["Gaming tax, license costs and other tax","193","","140","","53","","\u2014"],["Processing & Fraud Costs","219","","152","","67","","\u2014"],["Royalties","239","","91","","148","","\u2014"],["Staff related expenses","144","","97","","22","","25"],["Other operational costs","111","","93","","15","","3"],["Foreign exchange losses (excluding foreign exchange on processing)","20","","11","","5","","4"],["Marketing Expenses","448","","263","","185","","\u2014"],["Direct and marketing expenses","1,374","","847","","495","","32"],["For the year ended December 31, 2023"],["Direct Expenses","834","","534","","276","","24"],["Gaming tax, license costs and other tax","138","","102","","36","","\u2014"],["Processing & Fraud Costs","212","","146","","64","","2"],["Royalties","215","","81","","134","","\u2014"],["Staff related expenses","171","","131","","23","","17"],["Other operational costs","78","","58","","16","","4"],["Foreign exchange losses (excluding foreign exchange on processing)","20","","16","","3","","1"],["Marketing Expenses","397","","251","","146","","\u2014"],["Direct and marketing expenses","1,231","","785","","422","","24"]]
[[/GREPCENT_TABLE]]

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*Direct and Marketing expenses shown above include costs allocated to the Betway and Spin reportable segments, as well as related costs that are excluded from segmental expenses reported to the CODM. Below is a detailed reconciliation of the Direct and marketing expenses presented above to note 4 in the consolidated financial statements.

[[GREPCENT_TABLE]]
[["","2024 Betway $ 'millions","2024 Spin $ 'millions","2024 Head Office and Other costs $ 'millions","2024 Total $ 'millions"],["Direct and marketing expenses per note 4","799","","493","","\u2014"],["Reconciling items:"],["Sportsbook closure","33","","\u2014","","\u2014"],["Market closure","6","","\u2014","","\u2014"],["Other adjustments1","9","","2","","\u2014"],["","847","","495","","\u2014"],["Head office and other costs","\u2014","","\u2014","","32"],["Direct and marketing expenses","847","","495","","32","","1,374"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","2023 Betway $ 'millions","2023 Spin $ 'millions","2023 Head Office and Other costs $ 'millions","Total $ 'millions"],["Direct and marketing expenses per note 4","759","","416","","\u2014"],["Reconciling items:"],["Market closure","11","","1","","\u2014"],["Other adjustments1","15","","5","","\u2014"],["","785","","422","","\u2014"],["Head office and other costs","\u2014","","\u2014","","24"],["Direct and marketing expenses","785","","422","","24","","1,231"]]
[[/GREPCENT_TABLE]]

1'Other adjustments' refers to unrealized foreign exchange, expenses in connection with RSU awards and other immaterial items.

Direct and marketing costs were $1.4 billion for the year ended December 31, 2024, an increase of 11.6% (Constant Currency: 13.6%) compared to $1.2 billion for the year ended December 31, 2023 and is mainly linked to the increase in direct costs relating to revenue in Africa and the increase in direct costs as a result of the exit from the U.S. sportsbook market as well as continuous investment in marketing.

Our total marketing expenditure increased by $51.3 million or 12.9% for the year ended December 31, 2024 to $448.2 million compared with $396.9 million for the year ended December 31, 2023.

The overall marketing expenditure to gaming revenue ratio for the year ended December 31, 2024 decreased to 24.8% from 26.6% for the year ended December 31, 2023, as the business continued to identify more effective marketing channels with higher returns on spend while still delivering strong growth.

Of our overall direct and marketing expenses, direct expenses formed 67.4% of the total direct and marketing expenses during the year ended December 31, 2024 and formed 67.7% of the total direct and marketing expenses during the year ended December 31, 2023. Direct expenses increased by 11.0% to $926.0 million for the year ended December 31, 2024 from $834.0 million for the year ended December 31, 2023.

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Gaming tax, license costs and other tax increased but the increases are in line with expectations as the majority of growth in revenue came from Africa, Europe and North America which all have local gaming and betting taxes and/or license fees payable in market. Additional increases were the result of new gaming taxes payable that came into effect in New Zealand with the introduction of gambling duties payable by offshore operators from July 2024.

Processing & fraud costs increased by $6.9 million or 3.3% to $219.2 million for the year ended December 31, 2024 from $212.3 million for the year ended December 31, 2023. This was mainly due to an increase in processing costs of $17.0 million or 8.8%, which was less than the increase in revenue over the same period. This was mostly attributable to the country mix, with most of the growth coming from the Africa and Middle East and Europe markets, which have a lower cost of processing than the markets in the Asia-Pacific and North American markets offset by a decrease in processing fees relating to India following the closure in 2023. The overall increase in processing costs was partly offset by a decrease of $11.1 million or 57.6% in fraud costs.

Staff related expenses, relating to direct costs, also decreased for the year ended December 31, 2024 by 15.9% or $27.2 million to $144.2 million from $171.4 million for the year ended December 31, 2023. The decrease reflects the impact of the various initiatives, driven by the business, to ensure operational efficiencies across most of the operating units resulting in a decrease in the average number of employees, while also leveraging automation, such as technology and better processes, in key functional areas of the business.

The decrease is also due to the reclassification of costs relating to administrative costs as discussed in the section titled "—General and Administrative expenses". Additionally contributing to the decrease is reduced RSU expenses of $7.0 million, mainly due to the RSUs granted in connection with the Business Combination being fully vested during 2024.

Our royalties to gaming revenue ratio for the year ended December 31, 2024 decreased to 13.2% from 14.4% for the year ended December 31, 2023 although the royalties amount increased by $24.8 million. Royalties as a percentage of revenue decreased due to the growing contribution of the African markets, where our bespoke software minimizes royalty obligations.

Other operational costs increased by $33.5 million or 43.0% during the year ended December 31, 2024, to $111.4 million from $77.9 million for the year ended December 31, 2023. $28.8 million of this increase relates directly to the closure of the sports offering in the U.S. and the settlement of the market access agreements in such closed U.S. states, as well as $9.6 million relating to write offs of internally developed intangible assets, after the decisions to close or exit certain markets, which were deemed unprofitable to operate in the long run.

Betway

Marketing expenditure in the Betway segment increased by $12.4 million or 4.9% for the year ended December 31, 2024 to $263.3 million compared with $250.9 million for the year ended December 31, 2023. Marketing expenditure as a percentage of gaming revenue, however, decreased from 29.7% for the year ended December 31, 2023 to 24.4% for the year ended December 31, 2024. Despite the decrease in the overall percentage of marketing, Betway still achieved growth in revenue of 21.8% for the year ended December 31, 2024, mainly due to effective marketing strategies, investing into channels and/or markets that provide a higher return on investment.

Direct expenditure in the Betway segment increased by $50.0 million or 9.4% to $584.0 million for the year ended December 31, 2024 from $534.0 million for the year ended December 31, 2023, attributable to:

•gaming tax and license costs, which are typically directly related to revenue, increased by $38.7 million or 38.1% to $140.2 million for the year ended December 31, 2024, compared to $101.5 million for the year ended December 31, 2023. This was in line with the strong growth achieved in the South African, United Kingdom, and Ghanaian markets, all which have relatively high betting and gaming taxes levied on local revenue;

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•processing & fraud costs increased by $6.2 million or 4.2% to $152.1 million for the year ended December 31, 2024, compared to $145.9 million for the year ended December 31, 2023. Processing & fraud cost as a percentage of gaming revenue has however decreased from 17.2% for the year ended December 31, 2023 to 14.1% for the year ended December 31, 2024. These efficiencies are mainly due to the increased revenue over the period coming from Africa and Middle East and Europe markets, which have lower cost relating to processing than the North American and Asia-Pacific markets. Additionally contributing to this percentage decrease was the closure of the Indian market in September 2023, which had high processing costs;

•royalty costs, which are directly linked to revenue increased by $10.0 million or 12.3% to $91.2 million for the year ended December 31, 2024, compared to $81.2 million for the year ended December 31, 2023. Royalty cost as a percentage of gaming revenue has also decreased from 9.6% for the year ended December 31, 2023 to 8.5% for the year ended December 31, 2024. African markets, which use bespoke software, drove revenue growth, reducing royalties as a percentage of revenue;

•staff related expenses decreased by $34.7 million or 26.4% to $96.7 million for the year ended December 31, 2024, compared to $131.4 million for the year ended December 31, 2023. Similar to the overall Group strategy, the decrease reflects the various initiatives to ensure operational efficiencies while also leveraging automation in key functional areas the business has invested in; and

•other operational costs increased by $34.8 million or 60.2% to $92.6 million for the year ended December 31, 2024, compared to $57.8 million for the year ended December 31, 2023. Of this increase, $28.8 million directly related to the decision to close sportsbook in the U.S. and the settlement of the onerous agreements for the various sports states as well as $5.4 million relating to write offs of internally developed intangible assets due to the closure of certain markets which were deemed unprofitable to operate in the long run.

Spin

Marketing expenditure in the Spin segment increased by $38.8 million or 26.6% for the year ended December 31, 2024 to $184.9 million compared with $146.1 million for the year ended December 31, 2023. Marketing expenditure as a percentage of gaming revenue increased to 25.4% for the year ended December 31, 2024 from 22.6% for the year ended December 31, 2023. This was mainly attributable to a higher level of investment into the Jackpot City brand compared to prior year, not only in existing markets but also with the brand's successful launch in South Africa, the UK and U.S. already delivering material revenue growth.

Direct expenses in the Spin segment increased by $34.0 million or 12.3% for the year ended December 31, 2024, to $310.0 million compared with $276.0 million for the year ended December 31, 2023. The growth in these direct expenses are in line with the growth in revenue.

The main cost items can further be analyzed as follows:

•Gaming tax and license costs, which are typically directly related to revenue, increased by $17.1 million or 47.1% to $53.4 million for the year ended December 31, 2024, compared to $36.3 million for the year ended December 31, 2023. These costs as a percentage of gaming revenue also increased to 7.3% for the year ended December 31, 2024 from 5.6% for the year ended December 31, 2023. The launch of Jackpot City in the U.S. accounted for $9.0 million, while another $8.5 million can be attributed to the introduction of the offshore gambling duty that came into effect from July 2024 for all offshore operators in New Zealand.

•Processing and fraud costs increased by $3.0 million or 4.7% to $67.2 million for the year ended December 31, 2024, compared to $64.2 million for the year ended December 31, 2023. These costs as a percentage of gaming revenue also decreased from 9.9% for the year ended December 31, 2023 to 9.2% for the year ended December 31, 2024. While there was an increase in processing transaction fees for the year ended December 31, 2024, of $7.4 million in line with the increase in revenue, this was offset by a decline in divestments to customers accrued and/or paid of $9.6 million for the year ended December 31, 2024 versus the same period in prior year.

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•Royalty costs, which are charged on casino revenue increased by $13.9 million or 10.3% to $148.2 million for the year ended December 31, 2024, compared to $134.3 million for the year ended December 31, 2023. The increase is slightly less than the contributing growth in revenue, mainly due to negotiations with the platform service providers to allow for the deduction of additional rebates, as well as Jumpman's average royalty cost being much lower on its casino product offering than some of the other Spin operators, because the Jumpman product is an internally developed platform.

Head Office and Other

In Head Office and Other net costs, direct and marketing expenditure increased by $8.0 million or 33.3% for the year ended December 31, 2024, to $32.0 million compared with $24.0 million for the year ended December 31, 2023. The increase relates to direct employment costs, due to staff additions on a Group level to ensure adherence to various regulatory requirements and to align the business strategy in certain key function across the business.

General and Administrative Expenses*

[[GREPCENT_TABLE]]
[["","Super Group $ 'millions","Betway $ 'millions","Spin $ 'millions","Head Office and Other $ 'millions"],["Year ended December 31, 2024"],["Staff costs and related expenses","67","","29","","35","","3"],["Technology and infrastructure costs","52","","38","","12","","2"],["Audit and professional fees","29","","10","","4","","15"],["Other administrative costs","27","","14","","2","","11"],["General and administrative expenses","175","","91","","53","","31"],["Year ended December 31, 2023"],["Staff costs and related expenses","48","","19","","29","","\u2014"],["Technology and infrastructure costs","56","","45","","10","","1"],["Audit and professional fees","33","","11","","2","","20"],["Other administrative costs","22","","9","","2","","11"],["General and administrative expenses","159","","84","","43","","32"]]
[[/GREPCENT_TABLE]]

*General and Administrative expenses shown above include costs allocated to the Betway and Spin reportable segments, as well as related costs that are excluded from segmental expenses reported to the CODM. Below is a detailed reconciliation of the Direct and marketing expenses presented above to note 4 in the consolidated financial statements.

[[GREPCENT_TABLE]]
[["","2024 Betway $ 'millions","2024 Spin $ 'millions","2024 Head Office and Other costs $ 'millions","2024 Total $ 'millions"],["General and administrative expenses per note 4","89","","53","","\u2014"],["Reconciling items"],["Other adjustments1","2","","\u2014","","\u2014"],["","91","","53","","\u2014"],["Head office and other costs","\u2014","","\u2014","","31"],["General and administrative expenses","91","","53","","31","","175"]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["","2023 Betway $ 'millions","2023 Spin $ 'millions","2023 Head Office and Other costs $ 'millions","Total $ 'millions"],["General and administrative expenses per note 4","83","","46","","\u2014"],["Reconciling items"],["Other adjustments1","1","","(3)","","\u2014"],["","84","","43","","\u2014"],["Head office and other costs","\u2014","","\u2014","","32"],["General and administrative expenses","84","","43","","32","","159"]]
[[/GREPCENT_TABLE]]

1'Other adjustments' refers to other immaterial items

Our general and administrative expenses increased by $16.0 million or 10.1% (Constant Currency: 11.9%) for the year ended December 31, 2024 to $175.0 million compared to $159.0 million for the year ended December 31, 2023 and was mainly attributable to the reclassification of staff related costs from direct and marketing to general and administrative cost, due to the internal restructuring of some of the administrative subsidiaries within the Group that offer shared service support to the revenue generating business units, into an administrative stand-alone structure. Overall we have seen significant efficiencies achieved throughout the year ended December 31, 2024 in cost, due to a reduction in total headcount.

Betway

In the Betway segment, general and administrative expenditure increased by $7.0 million or 8.3% for the year ended December 31, 2024, to $91.0 million compared with $84.0 million for the year ended December 31, 2023.

•Staff costs and related expenses increased by $10.0 million or 52.6% to $29.0 million for the year ended December 31, 2024 from $19.0 million for the year ended December 31, 2023. This is mainly due to the restructuring of Win Technologies (UK) Limited and Osiris Trading Limited, from the structure of one of the revenue generating business units to a separate support service structure enabling that entity to provide services to the wider Group and improve operational efficiencies.

•Technology and infrastructure costs decreased by $7.0 million or 15.6% to $38.0 million for the year ended December 31, 2024 from $45.0 million for the year ended December 31, 2023. The main reason for the decrease was related to the decision to close sports betting in the U.S., which, prior to closing, required material investment into the platform.

Spin

In the Spin segment general and administrative expenses increased by $10.0 million or 23.3% to $53.0 million for the year ended December 31, 2024 compared to $43.0 million for in the year ended December 31, 2023.

The remaining increase is mainly due to the following:

•Technology and infrastructure costs increased by $2.0 million or 20.0% to $12.0 million for the year ended December 31, 2024 from $10.0 million for the year ended December 31, 2023. This was due to an increase in hosting fees surrounding a new CRM platform during 2024 to automate and improve key customer service functions as well as increased cost with the launch of Jackpot City in the U.S., UK and South Africa.

•Staff costs and related expenses in turn increased by $6.0 million or 20.7% for the year ended December 31, 2024, to $35.0 million compared with $29.0 million for the year ended December 31, 2023. This is mainly due to the reclassification of staff related cost from direct and marketing to general and administrative cost. Additional cost was also allocated to Spin with the launch of Jackpot City in the U.S., UK and South Africa.

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Head Office and Other

In Head Office and Other net costs, general and administrative expenditure decreased by $1.0 million or 3.1% for the year ended December 31, 2024, to $31.0 million compared with $32.0 million for the year ended December 31, 2023. Efficiencies gained from the third year post-listing audit process led to a reduction in both audit and accounting fees, specifically decreasing SOX-related advisory fees and annual audit fees.

Adjusted EBITDA by Reportable Segment

The Betway segment’s Adjusted EBITDA increased by $152.4 million or 221% to $221.5 million for the year ended December 31, 2024 from $69.1 million for the year ended December 31, 2023. This is mainly due to strong revenue growth performances in the Africa and Middle East and Europe markets while at the same time ensuring increases in cost were minimal through continued efficiencies in both marketing and operational expenditure achieved in 2024.

The Spin segment’s Adjusted EBITDA declined slightly by $0.3 million or 0.38% to $185.0 million for the year ended December 31, 2024 from $184.7 million for the year ended December 31, 2023. While revenue expansion was observed across the geographical markets for the year ending December 31, 2024, it was partially offset by elevated direct and marketing expenses growing at a higher rate due to increased cost of competition in key markets.

Depreciation and Amortization

Depreciation and amortization expenditure decreased by $5.0 million or 5.6% to $84.0 million for the year ended December 31, 2024, compared to $89.0 million for the year ended December 31, 2023. This decrease is mainly due to the intangible assets relating to historic acquisitions being depreciated on a diminishing balance method, and other intangible assets reaching the end of their useful lives.

Finance Income

Finance income increased by $1.0 million or 10.0% to $11.0 million in the year ended December 31, 2024, compared to $10.0 million for the year ended December 31, 2023. The increase is primarily driven by higher bank balances, resulting from excess cash accumulated prior to the payment of the dividends during 2024.

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Finance Expense

Finance expenditure increased by $4.0 million or 133.3% to $7.0 million in the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. This increase is mainly due to an increase in the lease liability balances from 2023 to 2024 with the new lease signed for the shared Group premises in London, United Kingdom as well as interest raised on the Austrian tax accrual in Spin resulting in a large increase in finance expenditure in the Spin segment.

Income Tax Expense/Benefit

Income tax expense increased by $53.0 million to an expense of $81.0 million for the year ended December 31, 2024, in comparison to the tax expense of $28.0 million for the year ended December 31, 2023. This was primarily due to an increase in current tax as a result of increased profitability in jurisdictions with a higher tax regime, an increase in dividends tax $10.4 million, as well as an increase of $0.8 million relating to the global minimum top-up tax, which was recognized for the first time for the year ended December 31, 2024, as a result of tax changes in line with the OECD/G20 Inclusive Framework on BEPS.

Overall the blended tax rate decreased to 10.1% for the year ended December 31, 2024, compared to 13.4% for the year ended December 31, 2023, which is mainly due to differential foreign tax rates and non-deductible expenditure in various jurisdictions in which we operate.

The effective tax rate decreased to 39.7% for the year ended December 31, 2024 from 151.3% for the year ended December 31, 2023.

Profit for the period

Our net profit for the year ended December 31, 2024 was $123.0 million, while the loss for the year ended December 31, 2023 was $8.0 million which was an increase of $131.0 million or 1637.5%. The significant increase is driven by revenue growth, combined with efficiencies in direct, marketing, general, and administrative expenses, despite losses from the closure of the US sportsbook market. Despite the increase in profits, there were also deliberate increases in marketing investments, targeting specific strategic markets.

Although costs increased due to additional resources for aligning group functions and achieving efficiencies, this was offset by the lower fair value adjustment related to the Mahi option, as further described in note 19 to our consolidated financial statements included in the Annual Report for the year ended December 31, 2024.

During 2024 we incurred non-recurring losses and a non-recurring gain. The losses included changes in fair value of options of $14.2 million, which mainly relates to a loss on the change in fair value of the Mahi option of $14.3 million. Additionally, an impairment loss relating to DGC of $40.0 million. Offsetting these losses was the profit on disposal of the B2B division of DGC which resulted in a gain of $44.0 million. Despite these adjustments, the Group still achieved a profit for the 2024 financial year.

Non-GAAP Financial Measures

Adjusted EBITDA

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This Annual Report includes Adjusted EBITDA, which is a non-GAAP company-specific performance measure that we use to supplement our results presented in accordance with IFRS® Accounting Standards ("IFRS"). Adjusted EBITDA is defined as profit / (loss) before taxation, finance income, finance expense, depreciation, amortization, unrealized foreign exchange, expenses in connection with RSU awards, change in fair values of options, impairment of assets, US iGaming closure, provision for remote gaming duty, provision for penalties, gain on disposal of business, U.S. Sportsbook Closure, market closure costs and other adjustments. We believe that Adjusted EBITDA is useful in evaluating our operating performance as it is the profitability measure used by our chief operating decision maker (our chief executive officer) to evaluate the performance of our reportable segments and, on a consolidated basis, to allocate resources. Further, it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS. We compensate for these limitations by relying primarily on our IFRS results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net profit to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The table below presents a reconciliation of profit / (loss) for the period to Adjusted EBITDA:

[[GREPCENT_TABLE]]
[["","2025 $ 'millions","2024 $ 'millions","2023 $ 'millions"],["Profit / (loss) for the period","218","","123","","(8)"],["Income tax expense","138","","81","","28"],["Finance income","(11)","","(11)","","(10)"],["Finance expense","12","","7","","3"],["Depreciation and amortization expense","74","","84","","89"],["Unrealized foreign exchange","\u2014","","6","","4"],["RSU expense1","15","","11","","18"],["Change in fair value of options","\u2014","","14","","31"],["Impairment of assets","68","","40","","39"],["US iGaming Closure5","19","","\u2014","","\u2014"],["Provision for remote gaming duty7","17","","\u2014","","\u2014"],["Provision for penalties7","4","","\u2014","","\u2014"],["Gain on disposal of business2","\u2014","","(44)","","\u2014"],["US Sportsbook Closure3","\u2014","","36","","\u2014"],["Market closure4","\u2014","","6","","12"],["Other adjustments6","6","","4","","10"],["Adjusted EBITDA","560","","357","","216"]]
[[/GREPCENT_TABLE]]

1 Payroll expenses relating to the one-off RSUs issued in 2023 relates to awards granted to the pre-listing shareholders under which, they exchanged all their issued shares in SGHC Limited ("SGHC") for newly issued shares in Super Group at a fixed ratio of 8.51 for 1. The issuance of these shares to SGHC shareholders prior to listing has been presented as if the shares had been issued at the beginning of the earliest year presented in the statement of profit and loss and other comprehensive income in this Annual Report of nil (2024: nil, 2023: nil) are included in this line.

2 The gain on disposal of business relates to the sale of the B2B division of DGC. See note 19 to our consolidated financial statements included in this Annual Report for further details.

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3 The U.S. Sportsbook closure relates to onerous contracts and other costs relating to the closure of the DGC sportsbook during 2024. See note 10.1 to our consolidated financial statements included in this Annual Report for further details.

4 Market closure costs relates to the Group's exit from the Indian market on October 1, 2023. In 2023, this includes contract termination costs, bad debt and contract write offs. In 2024, this includes additional bad debt in connection with the closure.

5 The U.S. iGaming closure relates to onerous contracts and other costs relating to the closure of the DGC iGaming market during the year. See note 10.1 to our consolidated financial statements included in this Annual Report for further details.

6 Other adjustments mainly relate to Sportsbook acquisition related costs and certain legal costs in 2025 and 2024. In 2023, this included bad debt and SOX implementation fees relating to new acquisitions.

7 The Group has provided for an amount of $26 million relating to the ongoing Remote Gaming Duty matter for the period 2018 - 2022 between Jumpman and HMRC, of which $5 million has been included in finance expense and $4 million relates to penalties included in direct and marketing expenses in the consolidated statement of profit and loss and other comprehensive income.

Constant Currency

Changes in profitability include the impact of changes in foreign currency exchange rates. We believe that calculations showing growth on a constant currency basis, which are non-GAAP financial measures, are useful to investors, lenders, and other creditors because such information enables them to gauge the impact of currency fluctuations on our growth from period to period. Constant currency growth is calculated by translating non-USD performance for the prior period and current period using the prior period exchange rates.

Constant currency calculations have the goal of eliminating the impact of currency movement of consolidated entities from their non-USD functional currencies to USD.

Constant currency metrics should not be considered in isolation, but should be analyzed in conjunction with changes prepared in accordance with IFRS.

The table below sets forth year-over-year increases in certain financial statement line items on an actual basis in accordance with IFRS and on a non-GAAP constant currency basis:

[[GREPCENT_TABLE]]
[["December 31, 2025"],["","Actual growth year on year Percentage","Growth based on constant currency Percentage"],["Revenue","21.6","%","20.5","%"],["Direct and marketing","13.9","%","10.2","%"],["General and administrative expenses","0.6","%","(15.0)","%"]]
[[/GREPCENT_TABLE]]

Management has identified the following key indicators when calculating the impact of constant currency:

•Revenue advanced by 21.6% (Constant Currency: 20.5%) as a result of strong performance in Africa, Canada, and certain European territories. Additional growth in presentation currency versus constant currency was facilitated by shifts in currency values across the diverse locations where our business activities take place. While the depreciation of the US Dollar against most local currencies in our key markets had an impact, its influence remained relatively modest.

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•Direct and marketing costs increased by 13.9% (Constant Currency: 10.2%) primarily due to higher direct revenue costs and greater marketing investment in key markets across Africa, Europe, and North America. Despite these increases, the costs represented a smaller percentage of total revenue. Additionally, the overall growth was affected by the average 4.38% depreciation of the US Dollar against the Euro year over year, which is notable since the Group incurs substantial royalty and marketing expenditures in Euro.

•General and administrative expenses increased by 0.6% (Constant Currency: (15.0)%). The Group's approach demonstrates a focus on consolidation and the implementation of additional cost-saving actions, aimed at enhancing operational efficiency. These measures are designed to support revenue growth while ensuring alignment with the organization’s primary strategic goals. The overall cost was significantly influenced by movements in the USD to ZAR exchange rate. As the South African Rand strengthened against the US Dollar during the period by 4.38% on average year on year and with 11.77% for the month of December 2025 versus December 2024, this resulted in higher reported general and administrative expenses when translated into US Dollars. However, since the majority of these expenses are incurred in ZAR, the growth rate in constant currency terms was higher than the reported rate. This reflects the underlying decrease in costs in local currency, which was partially masked by currency translation effects in the reported figures. The impact of exchange rate fluctuations was particularly notable given that most general and administrative expenses are paid in ZAR.

[[GREPCENT_TABLE]]
[["December 31, 2024"],["","Actual growth year on year Percentage","Growth based on constant currency Percentage"],["Revenue","18.0","%","20.1","%"],["Direct and marketing","11.6","%","13.6","%"],["General and administrative expenses","10.1","%","11.9","%"]]
[[/GREPCENT_TABLE]]

Management has identified the following key indicators when calculating the impact of constant currency:

•Revenue growth of 18.0% (Constant Currency: 20.1%) was driven by strong performance in Africa, Canada and certain European markets. Despite the strong performance, overall growth was offset by the impact of currency fluctuations across various jurisdictions in which we operate.

•Direct and marketing costs increased by 11.6% (Constant Currency: 13.6%) and is mainly linked to the increase in direct costs relating to revenue in Africa, the increase in direct costs as a result of the exit from the U.S. sportsbook market as well as continuous investment in marketing.

•General and administrative expenses increased by 10.1% (Constant Currency: 11.9%) and was mainly attributable to the reclassification of staff related cost from direct and marketing to general and administrative cost, due to the internal restructuring of some of the administrative subsidiaries within the Group that offer shared service support to the revenue generating business units, into an administrative stand-alone structure. The overall growth was also impacted by the impact of currency fluctuations across various jurisdictions in which we operate.

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Change in Functional and Presentation Currency

The functional currency of Super Group (SGHC) Limited, the parent and investment holding company for entities within the Group, has changed from the Euro to the US Dollar from January 1, 2025 in compliance with IAS 21 - The Effects of Changes in Foreign Exchange Rates. This change in functional currency follows events that have and will continue to expose the Company to high concentrations of US Dollar denominated business activities.

Commensurate with the factors giving rise to the change in SGHC Limited's functional currency and with the Group's stakeholders (investors, competitors) operating in the U.S., coupled with the Company's shares being traded in U.S. Dollars on the NYSE, the Group has elected to change its presentation currency from Euro to U.S. Dollars for each reporting period after January 1, 2025, as announced on May 21, 2025 on Form 6-K. This enhances comparability of the Group's results for investors. This change has been applied as a change in accounting policy. Amounts relating to prior periods have been re-presented retrospectively in accordance with IAS 8 - Changes in Accounting Policies Changes in Accounting Estimates and Errors. For additional information see note 2.3 to our consolidated financial statements below.

B. Liquidity and Capital Resources

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs relate mainly to the monthly cash flow requirements of our direct and marketing expenses and general and administrative expenses. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.

We had $513.2 million in cash and cash equivalents as of December 31, 2025. In addition, the Group has negotiated with a consortium of international banks for a revolving credit facility amounting to $100 million early in 2026 to provide the Group with excess liquidity should it be required. The revolving credit facility has an initial term of 3 years, but may be renewed indefinitely. We cannot guarantee that our available cash resources will be sufficient to meet our liquidity needs. We may need additional cash resources due to changes in business conditions or other developments, including unanticipated regulatory developments, significant acquisitions or competitive pressures. We do not anticipate that our annual dividend program, as described in the section titled "Dividend Policy," will affect our liquidity in the near term. We believe that our current cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of issuance of our Consolidated Financial Statements. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the required financing is not available, or if the terms of financing are less desirable than expected, we may be forced to decrease our level of investment in new market launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

Cash Flows

The following table summarizes our cash flows for the periods indicated.

[[GREPCENT_TABLE]]
[["","Year ended December 31, 2025","Year ended December 31, 2024","Year ended December 31, 2023"],["Net cash flows from operating activities","360","","306","","144"],["Net cash flows used in investing activities","(128)","","(114)","","(5)"],["Net cash flows used in financing activities","(152)","","(58)","","(143)"],["Increase / (decrease) in cash and cash equivalents","80","","134","","(4)"],["Effects of exchange rate fluctuations on cash held","45","","(13)","","(2)"],["Cash and cash equivalents at end of the year","513","","388","","267"]]
[[/GREPCENT_TABLE]]

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Operating Activities

Net cash flows from operating activities increased by $54.5 million or 17.8% to $360.1 million for the year ended December 31, 2025, compared to $305.6 million for the year ended December 31, 2024.

Cash generated from operating activities grew primarily as a result of a $95.0 million increase in profit from 2024 to 2025. This growth was further modified by adjustments for income tax expenses, non-cash transactions, and other items excluded from operating activities. These adjustments totaled $85 million, which included $56.7 million in income tax expenses. Additionally, the previous year featured a $42.6 million gain from the sale of the DGC B2B business unit, a transaction not reflected in the current period.

The increase in working capital, amounting to $87.2 million, was mainly attributable to a significant growth in processor receivables for the year ended December 31, 2025. This was largely influenced by the timing of processor settlements. Additionally, there was a substantial increase in player liabilities for the year ended December 31, 2025, increasing to $72.0 million from $54.2 million for the year ended December 31, 2024, driven predominantly by the expanding customer base and higher revenues originating from the Europe markets, where clients typically keep more funds in their accounts between transactions.

These increases were partially offset by operating activity cash outflows, which relate to a $38.0 million increase in taxes paid from 2024 to 2025. The increase is attributable to an increase of $14.1 million in corporate taxes and an increase of $15.5 million in withholding taxes, relating to dividends, that were paid in 2025 as compared to 2024.

Net cash flows from operating activities increased by $161.8 million for the year ended December 31, 2024, to $305.6 million, compared to $143.8 million for the year ended December 31, 2023.

Cash generated from operating activities increased due to the $131.0 million rise in profit from 2023 to 2024, adjusted for non-cash items and other income statement items not relating to operating activities, which grew by $18.6 million.

Working capital also contributed with the increase of $52.6 million, primarily driven by a decrease in trade and other receivables due to a large progressive winner in December 2023, paid in January 2024, an increase in trade and other payables resulting from the U.S. sportsbook closure and a change in bonus policy, deferring employee bonus payments to the first quarter of 2025.

The above increases are offset by cash outflows from operating activities relating to the increase of taxes paid of $40.8 million from 2023 to 2024. This increase is linked to the increase in profit.

Investing Activities

Net cash flows used in investing activities increased by $13.7 million or 12.1% to $127.8 million for the year ended December 31, 2025, compared to $114.0 million for the year ended December 31, 2024.

For the year ended December 31, 2025, cash used in investing activities primarily consisted of:

•$19.8 million invested in financial instruments, of which $17 million relates to loans advanced to various parties. Refer to note 13 to our consolidated financial statements. $2 million relates to an investment in derivative financial assets;

•$5.5 million paid to Apricot for sportsbook platform enhancements;

•$72.5 million spent on internal development of intangible assets, mainly relating to the development work on the agreed statement of work as per the interim agreement, before the Sportsbook Acquisition was concluded;

•$41.1 million paid for acquisition of property, plant and equipment, mainly relating to investment in leasehold improvements and computer hardware and software;

•$3.0 million paid for acquisition of property, plant and equipment, mainly relating to investment in investment property in relation to the acquisition of the Waterview Properties building in South Africa; and

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•$3.9 million paid for the investment in equity instruments.

The above cash outflows were offset mainly by:

•$2.9 million received from the sale of DGC's B2B division;

•$0.6 million from dividends received from investment in associate;

•$10.4 million in interest on cash in investment bank accounts; and

•$1.8 million from receipts from loans receivable.

Net cash flows used in investing activities increased by $109.3 million or 2300.2% to $114.0 million for the year ended December 31, 2024, compared to $4.8 million for the year ended December 31, 2023.

For the year ended December 31, 2024, cash used in investing activities primarily consisted of:

•$20.8 million invested in financial instruments, $10.7 million of which was paid to Apricot for sportsbook platform enhancements;

•$85.3 million spent on internal development of intangible assets, mainly relating to the development work on the agreed statement of work as per the interim agreement, before the transaction is concluded on the acquisition of the Sportsbook Software;

•$13.1 million paid for acquisition of property, plant and equipment, mainly relating to investment in leasehold improvements and computer hardware and software; and

•$5.5 million paid for the investment in entities, which consists of deferred and contingent consideration paid for 15 Marketing and SportCC, cash paid for investment in associate and cash paid on the acquisition of the non-controlling interest of Jumpman.

The above cash outflows were offset mainly by:

•$10.0 million received from the sale of DGC's B2B division;

•$10.4 million in interest on cash in investment bank accounts; and

•$1.9 million from receipts from loans receivable.

Net cash used in investing activities reduced total cash by $4.8 million for the year ended December 31, 2023.

For the year ended December 31, 2023, cash used in investing activities largely comprising of additional amounts issued to Apricot of $77.3 million for technology enhancements, acquisitions of intangible assets of $48.1 million, mainly for the payment of internally developed assets.

Prior to the full repayment of the Standard Bank loan in June 2023, additional draws on the loan facility were made in the year. These draws, which resulted in a cash inflow from financing activities, also resulted in additional cash being used as guarantee on the facility in the amount of $19.9 million.

Additional cash was used in the net cash paid on acquisitions during the year and the acquisition of property, plant and equipment of $9.9 million. This was partially offset by the settlement of the restricted cash guarantee of $150.5 million as well as cash received in bank interest of $5.6 million and receipts from loans receivable of $5.3 million.

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Financing Activities

Net cash flows from financing activities reduced total cash by $151.7 million for the year ended December 31, 2025, primarily attributable to dividends paid to the parent companies equity holders of $156.3 million, repayments of lease liabilities of $8.0 million, including interest of $3.2 million, and cash paid for the acquisition of the remaining shares in Sports CC of $2.5 million. These cash outflows were partially offset by $16.2 million received from interest-bearing loans and borrowings in relation to the acquisition of the Waterview Properties building in South Africa, of which an amount of $0.9 million was repaid during the year.

Net cash from financing activities reduced total cash by $57.9 million for the year ended December 31, 2024, primarily due to first time dividends paid to the parent companies equity holders of $50.2 million as well as repayments of lease liabilities of $7.7 million, including interest of $1.5 million.

Net cash from financing activities reduced total cash by $142.6 million for the year ended December 31, 2023, mainly due to the repayment of interest-bearing loans of $151.7 million primarily related to the extinguishment of the DGC loan with Standard Bank, a share repurchase of $2.9 million, and total repayment of the lease liabilities of $8.0 million, partially offset by the proceeds from an extension of the DGC loan with Standard bank of $20.1 million prior to its full repayment.

Contractual obligations

For details of contractual obligations of the Group, see section titled "Property, Plant and Equipment" and notes 2.19,14, 24 and 26 to our consolidated financial statements included in this Annual Report.

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C. Research and Development, Patents and Licenses

Our research and development focus is on the software used and deployed by our businesses.

Spin focuses on in-house development where it holds domain expertise or can create competitive edge, while it procures external software where third-party solutions excel beyond its in-house capabilities or desire to develop these functions internally. Internal development focus areas include player experience capabilities (e.g. casino lobbies, promotions engine), core data framework, and bespoke data science models. Third party software procurement includes games, payment providers, and back-office technologies (contact center management, CRM, risk verification, fraud detection). Internal development also includes integration of third party solutions to deliver an integrated player experience.

Betway prioritizes in-house software development for its customer-facing product, i.e. App. Betway (excluding Africa), currently augments development resources for its sportsbook technology through arrangements with its long-term partner and key provider Apricot. See section titled "Betway sports betting products", for further details on this arrangement. Betway Africa's primary focus is on internal software development. It custom built its platforms and continues to enhance them with ongoing innovation and feature development.

In addition, we have a portfolio of trademarks and domains. For details of our intellectual property strategy and registrations see section titled "Capital Expenditure Intellectual Property". We do not own any patents.

Where we license key software or other intellectual property rights from third parties are set out in Item 4 B "Partnerships, Supplier and Strategic Collaborations".

D. Trend Information

See "Key Factors Affecting Operating Results - Industry Trends and Competitive Landscape."

E. Critical Accounting Estimates and Judgments

The preparation of financial statements under IFRS requires us to make estimates and judgments that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated along with other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Although these estimates and judgments were based on the best information available at December 31, 2025, it is possible that events which might take place in the future would require their adjustment in future periods.

Included in note 3 to our consolidated financial statements included in this Annual Report are the areas that we believe require estimates, judgments and assumptions which have the most significant effect on the amounts recognized in the financial statements.

Recently Adopted and Issued Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in note 2.2 - Recent accounting pronouncements, to our consolidated financial statements included in this Annual Report.