BUILDING
MOMENTUM
Annual Report 2024
01
01
02
04
06
Overview
Introduction
We are Entain
Our leading brands
Investment proposition
08
08
10
16
18
22
24
36
38
62
68
72
83
84
88
Strategic report
Chair’s introduction
Chief Executive Officer’s
Review
The industry in which
we operate
Business model
Our strategic framework
Strategy in action
Regulatory update
Sustainability at Entain
TCFD
Engaging with stakeholders
Chief Financial Officer’s
Review
Enterprise risk management
Principal risks
Viability statement
89
90
91
95
104
108
114
118
142
Governance
Interim Chair’s Governance
overview
Board of Directors
Reporting against the UK
Corporate Governance Code
People & Governance
Committee Report
Audit Committee Report
Sustainability & Compliance
Committee Report
Directors’ Remuneration
Report
Directors’ Report
144
145
163
164
165
166
167
168
222
223
224
225
230
231
232
Financial statements
Independent Auditor’s report
Consolidated income
statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated statement of
changes in equity
Consolidated statement of
cash flows
Notes to the consolidated
financial statements
Company income statement
Company balance sheet
Company statement of
changes in equity
Notes to the Company
financial statements
Glossary
Shareholder information
Corporate information
Highlights
1. Represents NGR from 100% of BetMGM.
2. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and
share of JV income. EBITDA is stated pre-separately disclosed items.
3. Adjusted net debt excludes the DPA settlement. Leverage also excludes any benefit from future BetMGM EBITDA
or the payments due to acquire the minority interests in Entain CEE.
4. Adjusted diluted EPS excludes separately disclosed items and foreign exchange volatility arising on
financial instrument.
Contents
Group Revenue
£5.1bn
2023: £4.8bn
+7%
BetMGM Gaming Revenue1
$2.1bn
2023: $2.0bn
+7%
Loss after tax from
Continuing Operations
£461m
2023: £879m
Profit after Tax from
Continuing Operations before
Separately Disclosed Items
£380m
2023: £339m
Online Net Gaming Revenue
£3.7bn
2023: £3.4bn
+9%
Group Underlying EBITDA2
£1,089m
2023: £1,008m
+8%
Loss before Tax from
Continuing Operations
£357m
2023: £843m
Adjusted Net Debt3
£3.3bn
3.1×
2023: 3.3bn (3.3×)
Adjusted Diluted EPS4
29.9p
2023: 44.2p
At Entain, we want to provide our
customers around the world with
the most entertaining experiences,
supported by market leading
player protection across betting
and gaming.
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Entain plc Annual Report 2024
We are Entain
Who we are
We are one of the world’s
largest sports betting and
gaming groups, operating
exclusively in regulated
and regulating online
and retail markets. We want to
provide our customers with the
very best player experiences
and we are working hard
to deliver on that ambition.
Global, leading sports betting
and gaming group generating
>$5bn in NGR
Global presence with over 35 brands
in more than 30 markets across Europe,
the Americas, APAC and Africa
FTSE 100 listed, attractive diversified
and sustainable growth profile
100% of revenue from regulated and
regulating markets with a dedicated
sustainability charter
The opportunity
Our values
Our values are core to the way we
behave as individuals and as a business.
We want to create a rich and rewarding
culture that unlocks the maximum
potential of our teams to create
incredible products and experiences for
our customers. Our values are:
Do What’s Right
We put our
customers first and
play a leading part
in protecting our
players. We are
creating a work
environment where
everyone can be
themselves, and act
with integrity all the
time. To do what’s
right we must keep
ourselves honest
so our people
should never be
afraid to speak
out if something
feels wrong.
Go Beyond
We stay curious.
We need to learn
from our successes
and from setbacks
to push forward.
We surround
ourselves with
the best people
and we put in the
effort needed to
turn ambitions into
reality. We embrace
change because
that’s when
progress happens.
Keep it Simple
We make things
easy for our
customers by
focusing on them
and their needs.
We are clear on
our goals and
who’s accountable
for what, so we
all know what
success looks
like. We remove
complexity
wherever we find
it, because we all
perform better
that way.
Win Together
We have a shared
vision for Entain.
We collaborate,
break down barriers
and share ideas for
the greater good.
We never forget
that we’re on the
same side, so we
treat everyone
the way we want
to be treated.
We’re inspired by
our teammates.
We celebrate their
success, because
when they win, we
all win together.
Diversified
portfolio
Global presence
in 30 markets
offers options
for organic
investment
Largest RMG
platform
– Powering our
brands globally
– Leading
sustainability
and uptime
End-to-end
product suite
– Leading
gaming platform
– 40k betting events
offered per week
Profitable
growth
Consistent
track record of
EBITDA growth
Leadership
positions
in the most attractive
markets including US,
UK, Italy, Australia,
CEE and Brazil
High
quality revenue
Sustainable
revenue from
recreational base
in regulated
markets
Attractive global industry dynamics
underpin ongoing market expansion
Evolving customer needs driving
existing and new market growth
Global growth
market
Entain:
Differentiated
global business
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Entain plc Annual Report 2024
2024 EBITDA split (Excluding US)
UK & Ireland
£437.3m
£594.0m
International
CEE
£170.9m
Corporate
(£113.4m)
–
New Opportunities
36%
49%
14%
(excluded due to negative)
–
£1,089m
2023: £1,008m
+8%
2024 NGR split (Excluding US)
UK & Ireland
£2,053.4m
£2,640.4m
International
CEE
£488.0m
Corporate
–
–
New Opportunities
Other
(£19.9m)
40%
51%
9%
0%
0%
(excluded due to negative)
£5.2bn
2023: £4.8bn
+7%
Our divisions
Our commitment to the game
Sustainable operations
Being a responsible corporate citizen is
key to how we operate. Our approach to
sustainability is based on four pillars:
Be a leader in player protection: Player
safety is a fundamental building block of
our business and we are proud to play a
leading role across our markets.
Provide a secure and trusted platform:
We lead on integrity in everything that
we do. From having the highest ethical
standards, to only operating in regulated
or regulating markets, to aiming for the
best standards in data protection, and
cyber security.
Create the environment for everyone to
do their best work: We attract a broad
and diverse audience from the inside out.
Positively impact our communities: We
play our role in limiting global warming
to no more than 1.5°C and we create
a positive impact on our communities.
Read more about our sustainability
strategy and commitments in 2024 on
pages 38 to 61.
Customers
We aspire to provide our customers with
the best experiences when betting and
gaming with us:
Customers are the focus of everything
we do.
Our purpose is to provide them with
the most entertaining customer
experience supported by market leading
player protection.
We will offer them exciting and trusted
sports betting and gaming products
and services.
Listen to and respond to customer needs.
Using our technology platform, we
will seek to innovate to introduce new
products and create a personalised
and localised experience for each of
our customers.
We are Entain
To read more about our leading brands see pages 4 to 5.
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Entain plc Annual Report 2024
Read more:
pages 30 -33
35+
Iconic brands
We have an unparalleled portfolio of
more than 35 iconic brands, tailored
to their local markets.
In each market, we typically operate
a lead brand, supported by multiple
supplementary brands. This gives
us flexibility to position our offer
to cater to the needs of different
customer segments.
Our leading brands
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Entain plc Annual Report 2024
Read more:
pages 27-29
Read more:
page 34
Read more:
page 26
Read more:
pages 24-25
Our leading brands
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Entain plc Annual Report 2024
Read more:
pages 20-21
Diversified
scale
Read more:
pages 16-17
Attractive global
dynamics
Investment proposition
Our strong local brands supported by in-house technology
and operational capabilities enable leading positions in
regulated markets.
Execution of our focused strategic objectives of organic revenue
growth, margin expansion and market share gains, will deliver
sustainable long term value for all of our stakeholders.
Entain is a leading consumer-focused
business operating in the global betting
and gaming industry which enjoys
attractive dynamics and structural
market growth.
Operating in large and fast-
growing markets
Structural market drivers
Mid-single-digit % growth across
our markets
Broad portfolio of 35+ iconic
brands with leading positions
in domestic markets
Highly diversified across
geography, product and
customer base
100% regulated and regulating
markets
Benefits of economies
of our global scale
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Entain plc Annual Report 2024
Read more:
pages 72-81
Deliver improving
financial returns
Read more:
pages 22-23
Clear strategic
execution
Investment proposition
Investment proposition
Online NGR
+9%
BetMGM NGR
+7%
Dividend
+0.8p
Commercial excellence focus to
drive continuous improvement in
processes
Product enhancement and
localisation driving player
acquisition and retention
A leading approach to
player protection
Disciplined allocation of capital
Targeting revenue growth ahead
of our markets
Operational leverage supports
margin expansion
Strong operating cashflow &
balance sheet
Progressive dividend policy
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Entain plc Annual Report 2024
Chair’s introduction
DELIVER
LONG
TERM
VALUE
Pierre Bouchut
Interim Non-Executive Chair
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Entain plc Annual Report 2024
This is my first Annual Report as Entain’s
Non-Executive Interim Chair, having
been asked by the Board to take on the
role in February 2025, following Gavin
Isaacs’ stepping down as CEO, by mutual
consent. I am delighted that our Non-
Executive Chair Stella David agreed to
resume the role of Interim CEO while we
seek a permanent successor.
The Group is very fortunate to have in
Stella, a leader who not only has the
experience and expertise to continue the
execution of our transformation story, but
has also proven to be a successful leader
for Entain. In her previous period as Interim
CEO Stella worked closely with the Board
and leadership team, and was very much
the key architect of Entain’s refocused
strategy to deliver organic revenue growth;
margin expansion and market share gains.
I am pleased to report that this strategy is
working. Our strategic goals are already
bearing fruit, with significant financial and
operational improvements evident across
the Group.
Organic revenue growth
Acquisition and retention of customers
is critical and it has been pleasing to see
continuing growth in active customers and
their engagement in response to our efforts.
Particularly important was returning to
growth in two of our “must win” markets of
the UK and Brazil.
Margin expansion
Our actions to simplify our structure
and operating model are continuing at
pace, with Project Romer – our efficiency
programme – enabling us to be more agile
and effective, while also delivering cost
savings. We continue to focus on margin
expansion with clear opportunities to
reinvest the capital into our products and
services to drive further scale benefits.
Chair’s introduction
2024 was a year of significant strategic progress
for Entain. This was delivered by our clear focus on
improving operational execution, and enhancing our
customer offering – in many respects – going back
to basics.
Market share gains
Growth in the US market has been a key
strategic priority for Entain. 2024 was a
year of investment for our joint venture,
BetMGM, where we have improved
our product offering, enhanced player
experiences, refined our customer
acquisition and marketing, as well as
starting to benefit from the compelling
omnichannel opportunities that BetMGM’s
heritage brings.
The Board and I are fully aligned in our
belief that we have the right strategy, and
share complete confidence in Stella and her
leadership team to accelerate the execution
of this strategy to deliver meaningful
returns for all of our stakeholders.
Financial performance
The performance of the Group during 2024
improved as the year progressed and
clearly illustrates the turnaround of the
underlying business. We closed 2024 in
line with our upgraded expectations, which
we had twice upgraded during the year,
reflecting our stronger than anticipated
performance and increasing confidence for
the balance of 2024.
Total Group NGR including our 50%
share of BetMGM up +6% reported,
+9%cc2 and +4%cc2 on a proforma3 basis.
Excluding BetMGM, Group NGR was up
+9%cc2 and +4%cc2 proforma,3 with Group’s
Online and Retail operations delivery year
on year growth in NGR of +12%cc2 and
+3%cc2 respectively, +6%cc2 and flat cc2 on
a proforma3 basis.
This improving underlying organic revenue
growth in the business through 2024 as
well as the benefit from stronger than
expected sports win margins in the UEFA
Euros tournament and EPL in December,
delivered Group EBITDA1 of £1089m,
up +8% year on year, and in line with
expectations of being at the top of our
guided range.
As a result of regulatory changes and
ongoing challenges in New Zealand,
BetCity, STS, Belgium and the Republic of
Ireland, an impairment charge has been
recognised in the accounts in relation to
these businesses.
Making a positive impact
Sustainability remains an important part of
our growth strategy, and in 2024 we have
made good progress against the four pillars
of our Sustainability Charter. These are:
1. To lead on player protection.
2. To provide a secure and trusted platform.
3. To create an environment for everyone to
do their best work.
4. To positively impact our communities.
Further details of our efforts in these
areas can be found in our sustainability
section on pages 38 to 61.
More broadly, I am hugely proud of the
contribution that Entain makes to the local
economies where we operate around
the world. In our home market of the UK,
for instance, we are among the top 20
corporate taxpayers, providing much
needed support to – and employment
of – the struggling British high street
through our estate of c.2,400 shops, and
we are a critically important part of the
sports ecosystem.
An outstanding team
As ever, our fantastic team of 30,000
people around the world played an
instrumental part in delivering the progress
that we made in 2024. Throughout the
year I have had the privilege of seeing
first-hand the extraordinary commitment to
excellence, innovation, customer experience
and responsible behaviour at all levels of
the organisation. On behalf of the Board, I
would like to sincerely thank each and every
one of our colleagues for their ongoing
commitment, passion and professionalism.
THE BOARD AND I
ARE FULLY ALIGNED
IN OUR BELIEF WE
HAVE THE RIGHT
STRATEGY, AND
SHARE COMPLETE
CONFIDENCE IN
STELLA AND HER
LEADERSHIP TEAM.
1.
EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre-separately disclosed items.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2024 exchange rates.
3. Proforma references include all 2023 acquisitions as if they had been part of the Group since 1 January 2023.
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Entain plc Annual Report 2024
ON
TRACK
TO
DELIVER
Chief Executive Officer’s Review
Stella David
Interim Chief Executive Officer
2024 marked the Group’s return to organic
growth with results at the top of guidance.
Our growth inflection and momentum means
our business is well placed for 2025.
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Entain plc Annual Report 2024
Chief Executive Officer’s
Review
Entain is a leading player in sports
betting and gaming, a global industry
with attractive dynamics and structural
growth. We are proud to be the most
diversified leader of scale in our sector,
operating over 35 iconic brands across
more than 30 regulated or regulating
markets. Our footprint of podium
positions in attractive growth markets
underpins the sustainable quality of
our earnings. Entain is focused on
providing our customers great player
experiences with engaging products
and content, underpinned by leading
player protection.
To deliver value for our shareholders, we
have a clear strategy to drive organic
revenue growth, margin expansion and
market share gains.
Having stepped in as Entain’s Interim CEO in
December 2023, I had the privilege of leading
the Group through the first eight months
of 2024. We have been laser focused on
executing our strategic objectives and driving
operational momentum to return the Group to
structural growth. To achieve this, we needed
to confront challenges head on, improve our
ways of working, deliver on our product and
technology roadmap, and prioritise execution
in our must-win markets of the UK, Brazil
and the US. We made significant progress
on these fronts in 2024, establishing a solid
foundation for sustainable growth, which
continues into 2025.
In September 2024, Gavin Isaacs joined as
CEO and the Board and I would like to thank
him for his contribution during his tenure.
He stepped down in February 2025 and I
am pleased to return to the CEO role on an
interim basis to continue driving the Group’s
strategy forward. Our objectives remain
clear and aligned with our mission to create
value for all shareholders.
I am very proud of the progress Entain
achieved in 2024. Our return to growth
for both organic NGR and EBITDA1
is clear evidence that our operational
transformation is succeeding. However,
there is plenty of hard work still to do,
delivering the brilliant basics that drive
customer acquisition and retention, and
enhance player experiences. Our rebuilding
momentum continues and sees Entain well
positioned for 2025. I am both confident and
excited for the many opportunities ahead.
2024 performance
2024 was a year of inflection for Entain.
The Group’s performance improved as the
year progressed and clearly illustrates the
turnaround of the underlying business.
We ended 2024 at the top of our guidance
range, which we had upgraded twice
during the year, reflecting the business’
momentum and trading performance.
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Entain plc Annual Report 2024
Total Group NGR including our 50%
share of BetMGM was up +6% reported1,
+9%cc2 and +4%cc2 on a proforma3 basis.
Excluding BetMGM, Group NGR was up
+9%cc2 and +4%cc2 proforma3. The Group’s
Online and Retail operations delivered year
on year growth in NGR of +12%cc2 and
+3%cc2 respectively, +6%cc2 and flat cc2 on
a proforma3 basis.
FY2024 Online Net Gaming Revenue YoY
CC2
Proforma3
CC2
Group Online inc.
50% BetMGM
11%
6%
Online ex. 50%
BetMGM
12%
6%
UK&I
2%
–
International
–
7%
Australia
1%
–
Italy
2%
–
Brazil
41%
–
New Zealand
–
4%
Georgia
13%
–
Netherlands
–
(13%)
Germany
0%
–
Other
8%
–
Entain CEE
–
13%
Croatia
19%
–
Poland
–
8%
FY2024 Retail Net Gaming Revenue YoY
CC2
Proforma3
CC2
Total Retail
3%
flat
UK&I/LFL
(1%)/1%
–
International
7%
1%
Italy
4%
–
Belgium
(6%)
–
Entain CEE
–
9%
Croatia
5%
–
Poland
–
12%
The Group’s improving underlying organic
growth as well as the benefit from stronger
than expected sports win margins,
particularly in the Euros tournament and
the Premier League in Q4, delivered Group
EBITDA1 of £1089m, up +12%cc2 year on
year, including proforma3 EBITDA growth of
+5%cc2.
Entain’s acceleration in performance,
from Group NGR growth of flat cc2 in H14
and +9%cc2 in H24 on a proforma3 basis
evidences the progress achieved, giving
us increasing confidence in 2025 and
further ahead.
2024 HAS BEEN A YEAR
OF INFLECTION FOR
ENTAIN. THE GROUP’S
PERFORMANCE IMPROVED
AS THE YEAR PROGRESSED
AND CLEARLY ILLUSTRATES
THE TURNAROUND OF THE
UNDERLYING BUSINESS.
Chief Executive Officer’s
Review
Although Entain has passed through the
most significant operational impacts of
previous regulatory changes, our global
industry and its regulatory environment
continues to evolve. Brazil’s newly5
regulated sports betting and gaming
regime and the Betting and Gaming
Council’s (“BGC”) new industry code6 were
notable positive changes, whilst Belgium
and the Netherlands face further regulatory
tightening. The potential liberalisation of
iGaming in Poland, as well as both online
casino and the introduction of the legislative
“net” in New Zealand also continues to be
positive. However, recognising the impact
from adverse regulatory changes, as well
as heightened competitor activity in certain
smaller markets, an impairment charge was
recorded in 2024.
Separately in 2024, the Australian
Transaction Reports and Analysis Centre
(“AUSTRAC”) commenced civil penalty
proceedings against the Group’s subsidiary
in Australia. Entain co-operated fully with
AUSTRAC throughout its investigation, and
we are hopeful of making progress towards
a resolution with AUSTRAC through 2025.
Organic revenue growth
Critical to driving organic growth is
player acquisition and retention, and our
customers are central to our mindset as
we continue to deliver our brilliant basics,
enhance our offering, reinvigorate our
acquisition channels, and improve our
customer journeys and experiences end-
to-end.
The UK and Brazil were highlighted as two
of our “must win” markets, due to their
significance within our Group portfolio and
potential future growth opportunity. I am
very proud that our teams’ hard work has
delivered successful 2024 results, with
both these markets performing ahead
of expectations.
UK & Ireland
Returning to growth in Entain’s largest
market was a cornerstone of the Group’s
overall performance and strategic success.
The performance of our UK&I business in
H1, with NGR down -6%cc2 year on year,
reflected the impact that our previous
approach to regulatory implementation
had on our customers’ experience and
engagement, particularly in Online.
The turnaround of our UK&I Online growth
was critical to the Group’s performance
during 2024 and demonstrates the success
of our decisive actions. UK&I Online NGR
was up +2%cc2 versus the prior year, and
importantly returned to year on year growth
sooner than anticipated. Q4 delivered NGR
growth of +21%, recovering from down
-8% in H1, and growing back in line with
the market.
Addressing the complexity and friction
of our customer journey’s without
compromising our player protection was an
important component of our performance
recovery. As evidenced during H1, the
stabilisation in spend per head has now
moved into growth on a year on year basis,
across both sports and gaming in Q4.
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Chief Executive Officer’s
Review
Alongside our smoother customer
journeys, we also delivered numerous
initiatives to improve our UK offering and
player experience across both sports
and gaming. Our brands have continued
to engage players with leading gaming
content including an unrivalled library of
in-house and exclusive games. As well as
Foxy’s engaging marketing campaigns,
we are delighted with how our players are
enjoying LadBucks and Coral Coins, our
new coin economy loyalty programme and
a differentiator to peers. Our Sportsbook
enhancements prioritised key elements of
players’ experiences: UX, design and app
speed. Our new in-house Bet Builder sports
product launched in H2, aligned with the
start of the Premier League football season,
and further enhancements are expected
during the year ahead.
The UK&I is an omnichannel market which
brings many opportunities, particularly
following our organisational restructuring
which combined the management of UK&I
Online and Retail. We are pleased with the
performance of our UK&I retail estate as
it digests some gaming market softness,
as well as ongoing inflationary and cost
challenges. UK&I Retail delivered +1%cc2
LFL NGR growth versus 2023, underpinned
by our digital in-shop experiences, strong
sports win margins and next-generation
Kascada cabinets which rolled out fully in H2.
International
Brazil is the fastest growing market outside
of the US and it introduced a regulated
sports betting and gaming regime from
1 January 2025. Having seen our business
lose direction during 2022, 2024’s excellent
performance is testament to the decisive
actions and hard work undertaken in
overhauling our go-to market approach.
Led by local management, initiatives
included refreshing our brand, realigning
customer acquisition channels, integrating
smooth payment processing, as well as
refining our product to embrace local
favourites across both our gaming portfolio
and sports offering.
The green shoots of returning growth
emerged in early 2024 and accelerated
strongly through the year. Our Brazil
business delivered Online NGR growth of
+41%cc2 for the year, accelerating from
+28%cc2 in H14 to +57% cc2 in H24.
The newly regulated sports betting and
gaming regime brings significant changes
to the Brazilian market for 2025. We believe
we are well positioned in this attractive,
albeit highly competitive, market. We are
pleased with our performance so far in
2025, successfully launching on day one
of the newly regulated regime as well
as partnering as the main sponsor of
Palmeiras football club, which is already
generating excellent player engagement.
Australia, the largest Online market in
our International division, performed well
during 2024 despite the underlying market
experiencing some expected softness.
Having achieved H14 NGR that was flat
versus the prior year including some benefit
from strong sports margins, our Ladbrokes
and Neds brands continue to differentiate
themselves in this highly competitive
market. NGR growth improved to +2%cc2
in H24, delivering NGR up +1%cc2 for the
year. We continue to focus on improving
the quality of our player base with unique
product and experiences, as well as
expanding our offer to include additional
overseas races, which resonate with our
Australian customers.
Leveraging the strength of our Australia
platform, our partnership with TAB NZ
in New Zealand is making progress.
The business was successfully migrated
onto Entain Australia’s technology
during Q2 and Entain launched our new
complementary online-only sister brand
“betcha” in August. On a proforma basis,
Online NGR was up +4%cc2 and we are
encouraged by accelerating momentum
through the year, with actives growing
10% in 2024. More customers in New
Zealand are enjoying an enhanced and
engaging sports betting experience, and
we look forward to this growing opportunity
following the introduction of the legislative
“net” for racing and sports betting expected
in 2025, as well as the improving outlook for
online casino regulation in the future.
Our business in Italy continues to operate
in a competitive and consolidating
market. Our 2024 performance of +3%cc2
NGR growth, Online (+2%cc2) and Retail
(+4%cc2), reflects both customer-friendly
sports margins as well as the challenging
competitive environment as peer
operators maximise their consolidation-
led growth strategies. The growth in the
underlying Italian market remains strong
and omnichannel operators continue to
outperform as brand recognition and point-
of-sale touchpoints remain particularly
critical to driving online customer
acquisition and engagement. Our Eurobet
brand continues to leverage its omnichannel
position, offering customers new sports
markets and exclusive gaming products.
Entain’s multi-brand approach secures our
top-tier position in this highly attractive
market and we are well placed to benefit
from the implementation of the revised
online licensing expected during 2025.
Entain CEE
We continue to be pleased with our Entain
CEE performance with NGR up +12%cc2
YoY on a proforma basis, delivering +13%cc2
and +9%cc2 NGR growth for Online and
Retail respectively.
In Croatia, SuperSport remains a market
leader across both Online and Retail and
continues to be a standout performer.
Online NGR grew +19%cc2 YoY whilst Retail
NGR was up +5%cc2, as players enjoy
our strong brand and engaging product
offering. In Poland, STS delivered proforma
NGR growth of +8%cc2 during 2024, with
wagering up +12%cc2, first time depositors
(“FTDs”) +28% and actives +10% versus
the prior year, and maintained our market
leadership despite facing heightened
competitive intensity ahead of the potential
liberalisation of iGaming in the medium-
term horizon.
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Margin expansion
Supporting the Group’s strategic growth
transformation is our focus on aligning
structures and simplifying our operating
model, particularly across our product and
technology footprint. Ensuring our business
has strong foundations enables us to be
more agile and execute more effectively
to capitalise on growth opportunities.
Our efficiency programme, Project Romer,
is unlocking operational efficiencies as well
as savings. Having completed the initial
phase of initiatives, we saw potential for
even greater efficiencies and increased our
target of delivering net cost savings from
£70m to at least £100m in 2026. As well
as delivering efficiency savings, these
initiatives also free up capital to reinvest
back into product and player experience,
supporting further growth, building scale
and operational leverage to expand our
EBITDA margin.
In 2024, we expanded our Online EBITDA
margin to 25.3%, ahead of expectation of
24-25% due to scale benefits from stronger
than anticipated revenue performance,
particularly in our UK business. In 2025,
Online EBITDA margins is expected to
remain broadly flat year on year reflecting
our increasing scale and operating
efficiencies offsetting the impact of
Brazil’s new regulatory tax structure, and
we remain confident of driving margin
expansion in future years.
Empowering US growth
Expanding our market share is one of the
Group’s strategic goals, with stabilisation
of BetMGM’s share in the US, an important
part of our growth transformation.
BetMGM continues to be a leading operator
in the world’s largest gaming market,
operating in 29 markets including 2024
launches in North Carolina and district wide
in Washington D.C.
2024 was a year of investment and
rebuilding of momentum for BetMGM.
We strengthened the business by
improving our product offering, enhancing
player engagement, refining our customer
acquisition and retention strategies,
and unlocking unique omnichannel
opportunities. Our improved offering
and strategic refinement saw BetMGM
stabilise market share and exit the year
with encouraging key metrics including Q4
EBITDA1 trending towards breakeven on a
normalised basis7.
Our leading iGaming business continues to
grow strongly and deliver attractive returns.
We increased our investment behind our
brand and unique offering with the widest
range of market leading games content,
which drove an acceleration in 2024 NGR
growth from +13% in Q1 to +25%7 in Q4.
BetMGM’s omnichannel advantage is a key
differentiator with proprietary titles and
record-breaking jackpots driving strong
engagement. The strong momentum in our
iGaming business and increasing potential
for legalisation in new states, gives us
ever-increasing confidence in BetMGM’s
profitable growth trajectory.
BetMGM made meaningful progress
in Online Sports during 2024, seeing a
stabilisation in our market share. In addition
to numerous upgrades across our product
offering, providing customers a smoother,
faster, richer experience, the integration
of Angstrom, Entain’s US-sports focused
pricing and data analytics capability, was
critical to improving our parlay betting
offering to include the broadest number of
markets and unique pricing combinations.
These improvements were notable during
the NFL season, driving a year on year
handle increase of +26% in Q3 and +38%
in Q4.
Coupled with our increased investment
in customer acquisition, during 2024 we
progressively refined our strategy to amplify
our premium brand, iGaming heritage and
unique omnichannel advantages with
tailored promotions and enhanced real-life
experiences resonating well with customers
and enhancing efficiency.
Further amplifying our unique omnichannel
strengths, expanding our nationwide,
single, digital wallet into Nevada, becoming
the first sports betting app in the state
to offer bettors a seamless experience
when travelling to other regulated states.
This remains a key differentiator given
MGM Resorts’ Las Vegas presence and
the fact that BetMGM is the only podium
operator with a mobile license in the state.
The 2024/25 NFL season saw 61% growth
in Nevada-acquired first-time depositors
and doubled the percentage of those who
continued to play with us after returning to
their home state.
With BetMGM’s renewed acceleration
across both iGaming and Online Sports,
we expect to achieve positive EBITDA
in 2025, and our scaled podium position
in the world’s largest gaming market
underpins our confidence in our pathway to
$500 million EBITDA in the coming years.
Chief Executive Officer’s
Review
2024 WAS A YEAR
OF INVESTMENT
AND REBUILDING
OF MOMENTUM
FOR BETMGM.
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Chief Executive Officer’s
Review
Group strategy and priorities
Since becoming Entain in 2020, the
Group has been transforming to become
a stronger, leaner, and more sustainable
business, only operating in regulated or
regulating markets.
To deliver value to all our shareholders,
Entain has clear strategic goals:
1 Organic revenue growth – acquiring
and retaining customers by ensuring
a smooth, relevant and engaging
experience for players
2 Margin expansion – simplifying our
operating model to be more agile
and effective, driving greater returns
through efficient use of capital
3 Market share gains – outperforming
our markets over the long term
We have made strong progress in the
operational phase of our transformation,
and the evidence of what we have achieved
so far demonstrates that our strategy is
working – rebuilding our growth momentum
and returning our business to its winning
ways. Following the successes in our
“must win” markets, UK, Brazil and US, our
execution focus has evolved, broadening
across our footprint of podium positions in
attractive markets to deliver further high
quality growth and share gains.
The Group has made an excellent start, but
there is still a lot of hard work to do to return
Entain to its winning ways and deliver value
for all our shareholders.
2024 sustainability highlights
At Entain, sustainability is integral to our
growth strategy and long term success.
Our Sustainability Charter is built on four
core pillars that address the priorities of our
customers, employees, and stakeholders:
Lead on player protection – Ensuring
player safety remains at the heart
of our commitment to delivering
the best customer experience.
We continuously enhance our approach
to align with market developments and
customer needs.
Provide a secure and trusted platform –
It is critical that we uphold the highest
ethical standards to maintain the trust of
our customers and wider society. 100%
of our revenue is derived from regulated
or regulating markets. In 2024, we
introduced an AI and Data Ethics Charter
and launched “Leading with integrity”,
new ethics training for managerial roles.
Create an environment for everyone to
do their best work – In order to attract
a broad and diverse pool of talent we
strive to be an employer of choice with a
dynamic and supportive culture. In 2024,
we revamped our objectives programme,
Your Goals and developed our first global
Employer Value Proposition. Our efforts
to promote wellbeing and inclusion were
recognised by the 2024 All-In-Diversity
Project Index.
Positively impact our communities –
In 2024 we voluntarily contributed
£21.9m to safer gambling initiatives
and other good causes. To support
our reset GHG emissions reduction
targets, we have partnered with
Normative, a science-based carbon
accounting platform, to drive emissions
reduction through data-driven insights.
Through initiatives such as our Pitching
In investment programme, we continue
to support grassroots sport, funding
non-league football and promoting
engagement between local clubs
and their communities via the Trident
Community Fund.
Sustainability Recognitions in 2024
include:
Tier 1 in the CCLA Corporate Mental
Health Benchmark UK 100.
Ranked Second in the 2024 All-In-
Diversity Project Index.
Awarded highest safer gambling
certification in the UK by an independent
charity focused on preventing
gambling harm.
Recognised among the Top 20 UK Best
Companies to Work For – LinkedIn 2024.
Achieved AAA rating from MSCI, and
retained inclusion in FTSE4Good and
Dow Jones Sustainability Indices.
SBC Global Socially Responsible
Operator of the Year awarded to the
Entain US Foundation.
Our ongoing sustainability efforts
reflect our commitment to responsible
growth, ethical leadership, and positive
societal impact.
1. EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre-separately
disclosed items.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2024 exchange rates.
3. Proforma references include all 2023 acquisitions as if they had been part of the Group since 1 January 2023.
4. These results are unaudited.
5. Brazil’s regulated sports betting and gaming regime launched on 1 January 2025.
6. BGC announced new voluntary industry code on customer checks on 1 May 2024.
7.
Adjusted figures normalise for Q4 2023 BetMGM rewards points adjustments across both Online Sports and iGaming, and December 2024 theoretical margin in Sports.
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2028
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
5
7
9
11
11
13
15
17
18
20
22
25
29
32
37
42
49
61
77
89
103
The industry in which we operate
2024
Retail Entain markets
Source: H2GC (09/01/2025) –
Global Online GGR (including offshore).
Entain has Retail operations in the UK, Italy, Belgium, Republic of Ireland (“ROI”), New
Zealand, Croatia, Poland, Australia and Latvia.
2024e Landbased
Gambling
Total Market
Size – £bn
Betting
Casino
Machines
Bingo/
Other
Lottery
UK & I
8.2
19%
11%
37%
3%
29%
UK
7.3
17%
12%
39%
3%
29%
ROI
0.9
38%
4%
25%
3%
29%
International
28.8
8%
8%
56%
3%
25%
Italy
14.1
9%
1%
50%
3%
38%
Belgium
0.9
14%
13%
20%
23%
29%
Australia (FHG)
12.5
6%
15%
66%
2%
11%
New Zealand (TAB)
1.1
7%
28%
46%
–
19%
Latvia
0.2
1%
6%
63%
0%
30%
CEE
1.4
10%
17%
28%
0%
45%
Croatia
0.4
15%
4%
69%
–
11%
Poland
1.0
8%
23%
8%
0%
61%
H2GC (09/01/2025) – Landbased GGR
Online all markets
Global Online Growth
Entain only operates in regulated or
regulating markets. The total global online
gaming market, which also includes
unregulated markets, was estimated to be
worth c£122bn in 2024. Over the past five
years (2020-2024) the market grew at 15%
CAGR and growth from 2023 to 2024 was
18%, in part driven by c.30% betting and
gaming growth in the USA.
10%
Forecast 5YR
CAGR 2024-2028
£122.0bn
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2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Brazil
Australia
Italy
Others
60
50
40
30
20
10
0
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Ireland
UK
10
9
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0
2024-28 CAGR 4%
1.2
1.0
0.8
0.6
0.4
0.2
0.0
2019
Poland
Croatia
2020
2021
2022
2023
2024
2025
2026
2027
2028
Online Entain markets
Entain’s online markets – forecast
Entain’s Online portfolio is segmented into
UK and Ireland (“UK&I”), International (Intl.)
and Central Eastern Europe (CEE, Croatia &
Poland). UK&I markets are forecast to grow
at 4% CAGR 2024-2028, Intl. markets at
11% and CEE at 9%. On an Entain weighted
basis, excluding the USA, Entain’s online
markets are forecast to grow between
6-8% CAGR 2024-2028.
Entain’s online markets – 2024
In 2024, the UK&I market represented
40% of Entain’s total Online Net Gaming
Revenue (“NGR”) (excluding US), the total
market grew an estimated 9%, supported
by the Euros football tournament,
operator favourable sports results and
strong growth in gaming. Entain’s Intl.
segment represented 51% of Entain’s
2024 Online NGR (excluding US); the total
market is estimated to have grown 17%.
Geographically, the Brazilian market grew
27% supported by the Copa America
football tournament, as well as increasing
participation ahead of domestic regulation
which went live from 1 January 2025.
In Australia, the market declined 1%, in
part due to the lapping of strong growth
since 2021, as well as a broader slowdown
in the Australian environment. The Italian
market was estimated to have grown 8%
in 2024, as the offline to online migration
continues, and consolidation of operators
increases the pace of this transition.
Finally, the CEE segment represented 9% of
Entain’s 2024 Online NGR (excluding US);
the total market is estimated to have grown
12%. Poland grew 12%, as competitive
intensity increases ahead of potential
reform of the Online Gaming market.
Croatia also grew 12%, in part supported
by the country’s qualification for the Euro’s
football tournament.
Forecast growth in Entain market segments (excluding US)
UK Ireland
International
The industry in which
we operate
CEE
2024-28 CAGR 9%
2024-28 CAGR 11%
Source: Regulus Partners and Entain Internal estimates.
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How we create value
Brilliant basics
Put simply, we make money by being our customers’ preferred
choice to place a bet or play a game. In practice this means we
must provide an engaging and entertaining experience via a
smooth customer interface.
Online, this means doing the basics brilliantly, such as:
Great brands tailored for local markets which resonate with
our players.
User-friendly apps and websites that are easily navigable, with
fast loading times and simple processes for managing bets
and gameplay.
Attractive promotion and offers that provide great value.
Account management tools and responsible gambling
protections to ensure customers are always in control of
their betting.
Excellent customer support to answer queries and address
any issues.
Quick and simple processes to deposit and withdraw funds in a
safe and secure environment.
In addition to aspiring to these brilliant basics, each of our core
product verticals – sports betting and gaming – have specific
strengths to enable their success.
At Entain we are a global business
with a local offer. We aim to provide
our customers with the very best
sports betting and gaming products
and experiences, online and through
our retail shops. We deliver these
experiences in regulated and regulating
markets around the world via more
than 35 localised brands. Our tech
platforms and market leading player
protection tools are focused on
delivering fantastic entertainment
while keeping our customers safe.
How we generate revenue
Sports betting
An expansive range of betting options, in terms of both the
variety of sporting events and in the types of bets available; pre-
event, in-play, accumulators/parlays etc.
Competitive odds that offer great value for our customers.
Live streamed events to create an immersive experience.
Gaming
An unparalleled portfolio of slots and games combining exclusive
in-house developed content with the best on offer from third-
party games studios.
Streamed live table games.
Innovative new formats and live content.
Dedicated poker and bingo experiences from the most loved
brands in the sector.
Retail and Omnichannel
In our retail shops we seek to offer a welcoming and friendly
environment, where our customers can enjoy live streamed
events and the latest and greatest generation of bet stations and
gaming machines.
Our omnichannel offer in the UK brings the online and retail worlds
together, enabling our Ladbrokes and Coral customers to engage
with our products across multiple channels.
Sports betting
Gaming
Localised brands
Safer gambling
Proprietary technology
Retail
Omnichannel
Online
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Business model
Customer conversion
To convert customer demand, we need to make the customer
journey as user-friendly as possible. This means reducing
friction points, such as the number of inputs and clicks at signup.
Acquisition bonusing could involve a welcome bonus, which
incentivises new customers, and we will give customers free bets
for setting their first bet on our app.
Once a player starts to use our app, we can quickly build up a
profile. Within three wagers, we can say with a high degree of
certainty, what the lifetime value of that player will be.
In the early stages of our relationship with a new customer, we
need to ensure we create a great impression. For example, while
we will know where players are located, we must be careful not
to make incorrect assumptions – assuming they are a City fan
when their footballing allegiance is to United at the other side of
town, would not be appreciated. Understanding their preferences
from the type of game or bet to the type of sport helps us serve up
games they will appreciate.
Customer retention
Equally important is retaining customers and in-app, promotional
activity helps us to secure a lasting relationship with our
customers. For example, we might offer price boosts on their next
bet to a player who cashed out after their first wager.
Our technology and customer experience are two components
that work together to create a greater whole. We can offer the
best games in the world, but there are hygiene factors that we
must get right. The design of our sites and pages need to provide
an engaging user interface (“UI”) and easy navigation and safe
gaming execution through the user experience (“UX”). The app
speed needs to be competitive for our customers. The site must be
stable and reliable without incidents or downtime and customers
need to be able to place a bet and download their winnings when
they want to.
Interaction
Acquisition
Customer consideration
Our first challenge is to generate interest in our products and
consider betting and gaming with us. Brand awareness and
recognition is critical, and we have some of the most recognisable
brands in the industry. Brand awareness is a function of how we
position our brands, our investment in building brands and our
retail presence.
Customer journey
Customer engagement
At this point we want to encourage our customers to engage more.
From a financial perspective, we want to avoid volatility. We would
rather have 100 people spending £1 four times a week than one
person spending £100 a month. Our business model is about
entertainment. We want steady, responsible bettors and gamers
who engage on a regular basis and wager small amounts, which in
turn generate more stable and predictable revenues.
Success in customer engagement depends on the breadth
and localisation of our offer in sports and casino games.
Customer relationship management (“CRM”) enables us to
personalise content according to individual customers rather than
events. Technology helps us to automate campaigns and with
machine learning we can optimise bonus allocation based on
customer behaviour cost effectively. Our scale and global presence
gives us an edge when it comes to sports trading and pricing.
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Business model
The Entain Advantage
Entain is a global operator with iconic brands that have podium positions in their
markets. Our combination of scale and operational capabilities is a competitive
advantage that positions us for success.
Benefits of scale in our industry
Our unique capabilities
Scale efficiencies
with increased
purchasing power
Insight into customer
trends across multiple
markets
A huge data pool
to provide greater
business analytics
Geographic and
product diversity
enables us to balance
risk in our sports book
Enhanced player
protection through
breadth of insight into
player behaviours
Adaptability to
changing regulatory
requirements
Proprietary tech
We have five in-house technology
platforms and one core platform, a
unique advantage in our industry.
By owning and operating our own
technology we can be more flexible
and adaptable, keeping us ahead
of the competition and enabling
us to expand into new markets,
provide great products and lead
on responsibility.
CRM and data
Our CRM capabilities support us across
the customer journey from marketing to
player analytics and enable a powerful
data-led approach. Scale is critical
to serving our customers effectively.
Gathering data on our users’ experience
enables us to develop our products and
keep players engaged. The bigger our
customer base, the better the insights
that inform our activities.
Retail presence & omnichannel
The retail side of our business gives
us a brand presence on the high
street. In the UK, Ladbrokes and
Coral are established brands, which
play a pivotal role in attracting new
customers. As well as delivering
a great retail experience, we offer
our high street customers digital
accounts, a great omnichannel
experience across retail and online.
Safer gambling
We take a proactive approach
to safer gambling, providing a
comprehensive suite of player
protection tools and using our
systems to monitor customer
behaviours, identify elevated
risk and intervene at the earliest
opportunity to minimise the
potential for harm.
Our
unique
capabilities
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Business model
Delivering value to
all of our stakeholders
Our Customers
74%
customer satisfaction score
Our Colleagues
77%
of colleagues expressed they
were actively engaged in our
engagement survey
Our Shareholders
1,089m
Group underlying EBITDA
Our Communities
£21.9m
contributed to safer gambling
organisations, grassroots sports
programmes and other good causes
Our Regulators
100%
of revenues from regulated and
regulating markets
Product & content
We deliver thrilling betting and
gaming products through our
in-house development studios
and by sourcing the best premium
content from third-party developers.
This approach provides a unique
combination that differentiates us
in the market. We complement our
product offer with rich media content
and real life customer experiences
to create an engaging and
immersive experience.
Marketing expertise
Our deep understanding of customer
behaviour and market trends enables
us to deliver engaging campaigns
wthat attract customers and deliver
measurable returns on investment.
Talent & culture
Our people are our number one
asset and our ability to attract and
retain the best talent from within
and beyond the industry is a key to
our success.
Regulatory experience
As a global business operating
exclusively in regulated and
regulating markets, we have
unrivalled expertise in working with
regulators, enabling us to adapt to
ever evolving requirements.
Brands
We have an unparalleled portfolio
of more than 35 distinctive brands,
tailored to their local markets. In each
market, we typically operate a
hero brand, supported by multiple
supplementary brands. This gives
us flexibility to position our offer
to cater to the needs of different
customer segments.
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Strategic goals
Key enablers (operational)
Product &
Technology
Scalable, innovative
platforms with agility
across markets
People
& Culture
One high performing
team empowered by
collaboration
Governance
Provide player protection
as a responsible and
trusted operator
Our strategic framework
Our corporate strategy was revised at the end of 2023, refocusing the business
to be proud of our core mission: to be a leader in sports betting and gaming.
Entain has been working hard during 2024 to execute and deliver our goals:
organic revenue growth, margin expansion and market share gains.
Our enablers are the tools that underpin our delivery. Through this strategic
framework we will maximise future opportunities to deliver value to
our shareholders.
Deliver
shareholder
value
Market Share
Gains
Margin
Expansion
Organic
Revenue
Growth
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Our strategic framework
2024 Progress
Risks
Links to
remuneration
Optimisation of
market portfolio to
maximise growth
and ROI
Delivering
commercial
and operational
excellence in
key markets
Built on leading
gaming capabilities
with enhanced
sports product
Principal risks
1
2
3
4
5
6
7
8
Read more:
pages 84-87
80% of annual
bonuses
are linked to
Operating Profit,
Online NGR
growth and
safer betting
and gaming
targets and
customer metrics
20% of the bonus
based on non-
financial metrics
will be split
equally between
safer betting
and gaming
and individual
objectives
Implemented
Project Romer
to create a
more efficient
organisation and
drive gross cost
savings of c£100m
Principal risks
1
2
4
5
6
7
8
Read more:
pages 84-87
Capitalise on
new product and
pricing capabilities,
and omnichannel
Delivery of “Single
Account, Single
Wallet” functionality
in 28 US markets
Enhancement of
in-house content
and capabilities
including by
Angstrom in US
Principal risks
1
2
3
7
8
Read more:
pages 84-87
Vision:
Mission:
A leading player in the global sports betting
and gaming sector
To deliver the most entertaining customer
experience supported by market-leading
player protection
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Organic
Revenue
Growth
Organic
Revenue
Growth
Margin
Expansion
Market Share
Gains
Strategy in action
Brazil’s newly regulated market offers
tremendous opportunities for Entain.
In 2024, we laid the groundwork for a
strong presence in the region, creating
significant momentum with our newly
revitalised SportingBet brand. Through
modernised marketing, enhanced
player experiences, and locally tailored
products, SportingBet is positioned as
a standout choice for Brazilian players
in this vibrant market. This success
has been demonstrated by a three-
fold increase in First Time Depositors
(“FTDs”) since the beginning of 2023,
a 92% YoY growth of our iGaming
in-house player base and 9.7%
YoY growth of in-house GGR.
The brand’s refreshed design echoed Brazil’s love of gaming
and sport, passion, and flair, to forge a stronger connection
with fans and customers. This transformation came to life
with SportingBet’s dynamic Faz Teu Nome (Make Your Name)
campaign, which celebrates customers as the heroes of their
own betting stories.
SportingBet has also made landmark strides in sports sponsorship.
In January, the brand became the master shirt sponsor of S.E.
Palmeiras, Brazil’s most successful football club with over
20 million fans across South America. SportingBet is also now
the first official betting sponsor of the NBA in Brazil, aligning with
one of the world’s most iconic sports leagues. The partnership
brings fans closer to the action with official NBA marks, exclusive
promotions, and integration with the league’s digital channels in
Brazil. These partnerships allow us to connect with passionate
audiences, elevate their experiences, and reinforce our commitment
to responsible betting and game integrity in the vibrant
Brazilian market.
2024 secured Entain’s strong presence in the region and a powerful
start to a new chapter for SportingBet in Brazil.
BREAKING
BRAZIL
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Strategy in action
9.7%
YoY growth of in-house GGR
20m
S.E. Palmeiras fans see our master shirt
sponsorship across South America
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An exciting new player entered the New Zealand
wagering industry in 2024, with the launch of
betcha, Entain’s challenger and digital-first brand
targeting New Zealand’s 18-35 demographic. As the
only onshore alternative to TAB in over 70 years,
betcha aims to modernise the wagering experience,
redefining betting as a social, engaging, and dynamic
activity while also educating a new generation of
players. betcha empowers users to shape their own
betting journey through innovative products like Bet
Social, a platform for betting, chatting, and sharing
tips with friends, and Toolbox, offering enhanced
flexibility and personalised options.
Betcha is well placed for future success in 2025,
particularly with the New Zealand Government
currently introducing legislation to establish
a “legislative net”. If passed, once the net is
implemented, Entain’s TAB and betcha brands will be
the only licensed offering for online racing and sports
betting in New Zealand.
Betcha’s eight-week launch campaign centred on
social competition with the BET IT OUT platform,
alongside strong strategic partnerships which helped
to drive interest, resulting in over 25,000 first-time
depositors (“FTDs”) by year-end. Betcha is the official
UFC wagering partner in New Zealand, collaborates
with boxing legend David Nyika, and is aligned with
several New Zealand sporting greats. betcha also
runs promotions for marquee racing events and UFC
fights, and is a proud partner of the newly formed
A-League Auckland FC team, further strengthening
its position as a key player in the New Zealand sports
betting market.
BETCHA –
REDEFINING
WAGERING
FOR KIWIS
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Strategy in action
In August 2024, BetMGM became the first sports
betting app to offer Nevada bettors seamless,
nationwide connectivity through a single, digital
wallet. Powered by Entain’s technology and in
partnership with MGM Resorts International, this
differentiating capability allows BetMGM customers
to wager in Nevada and carry their funds across all
BetMGM mobile markets nationwide, eliminating the
need for multiple registrations.
Launching ahead of the College Football and NFL
seasons, BetMGM customers were able to enjoy an
enhanced betting experience during the busiest time
of the sports calendar.
BetMGM’s “Single Account, Single Wallet” capability
is a cornerstone of our broader omnichannel
strategy, cementing its leadership in sports betting
and gaming nationwide.
UNLOCKING
OMNICHANNEL
IN THE US
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ACTIVATING
ANGSTROM
Strategy in action
In 2024, Angstrom Sports transformed
BetMGM’s offerings with its cutting-
edge predictive pricing capability.
Angstrom’s simulation based
forecasting analytics have enhanced
BetMGM’s sports betting offering,
blending unique wagering combinations
and innovative pricing
for US sports fans to enjoy.
This year’s MLB baseball season saw BetMGM offer players the
most comprehensive home run betting markets ever. Powered by
Angstrom’s forecasting algorithms, fans could wager on countless
unique scenarios such as the longest home run or grand slams,
driving a remarkable 209% increase in home run bets compared
to 2023.
Entain’s integration of Angstrom also enabled BetMGM to offer
advanced same-game parlay (“SGP”) options and streamlined
live betting for the start of NFL season. Fans can craft SGPs in real
time, on dedicated app tabs, enjoying greater flexibility and a more
streamlined wagering engagement. For the 2024 NFL season,
BetMGM offered almost 1,000 futures markets and over 450
different ways to wager on each pro football game.
Similarly during the NBA Cup, Angstrom enabled BetMGM to offer
exclusive and unique basketball markets with its play- by-play
forecasting models. Unique props offerings, such as full time score
predictions within a game’s first 60 seconds, coupled with exclusive
promotions like chances to win a Las Vegas sports trip cemented
BetMGM’s fan-first focused partnership with NBA.
increase in home run bets compared to 2023
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Strategy in action
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A WHOLE NEW
BALL GAME FOR
LADBROKES
AND CORAL
Football remains central to Entain’s business, and
in 2024, we elevated our game to place our brands
at the heart of our customers’ matchday routines.
With a range of upgrades across our football
products, Entain is ensuring that every moment, from
the first whistle to the final score, is as exciting and
engaging as the beautiful game itself.
Our in-house Bet Builder
Bringing the technology behind Entain’s Football
Bet Builder in-house has transformed the player
experience for our customers and given Entain full
control of pricing and risk management. Players can
now build and place bets with ease, add selections
to their slips from anywhere, view prices instantly, all
for a more intuitive betting journey. Customers can
also now apply an Odds Boost to a Bet Builder they
build each day, for bigger returns on the Ladbrokes
digital label.
A Gaffer of an ACCA
Ladbrokes, already a leader in ACCA (accumulator)
products, refined its offering further ahead of the
2024 football season. The “A Gaffer of an ACCA”
campaign focussed on all the great reasons
to choose Ladbrokes for your football ACCA.
Engaging offers such as daily ACCA Insurance
and Odds Boosts, offer players the opportunity
to supercharge their first two ACCAs of the day
and also get money back as a free bet if one leg
falls short. To launch these upgrades to football
fans, Ladbrokes launched a humorous advertising
campaign in partnership with Entain Creative. Set at
Victoria Road, home of Dagenham & Redbridge
football club, the film clip captures the relatable highs
and lows of football fandom, reinforcing Ladbrokes’
as a fan-first brand.
Entain’s commitment to delivering a best-in-class
mobile gaming experience has been recognised
with the EGR Award for Best Mobile Casino Product
in 2024. This prestigious accolade highlights our
dedication to providing world-class entertainment
to players across the globe. With a portfolio that
includes over 35 iconic brands operating in more
than 30 markets, Entain’s mobile gaming offering
sets the standard for innovation and customer
experience. Thanks to the hard work and creativity of
our Gaming Team, players enjoy seamless, engaging,
and enjoyable casino experiences wherever they are.
This award is a testament to our mission of delivering
fantastic experiences to every customer, every time.
WINNING
AT CASINO
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Strategy in action
Entain added a fresh twist to their Bingo offering in
2024, with the introduction of Bingo Tournaments, a
unique new game played exclusively through the UK
brands Gala and Coral. Bingo Tournaments added
an exciting social dimension to the online bingo
experience, with players able to compete head-to-head
for leaderboard points, 24/7. Bingo remains one of the
most popular games, evolving from community halls
to mobile apps, and Entain has seen an 80% increase
in UK players since 2021. The introduction of Bingo
Tournaments embraces the social nature of the game,
providing players with more ways to engage, interact,
and win.
BIG ON
BINGO
2024 saw Entain partner with ITV and Playtech to
launch “The Chase,” a live gameshow modelled after
the popular ITV TV show. Exclusive to Entain’s brands,
the game, which is available 24/7, offers an exciting
twist with a plinko board and two bonus features,
meaning players are on the edge of their seat until the
Final Chase. In its first month, player spending on “The
Chase” was 56% higher compared to previous top-tier
launches with similar plinko mechanics. This impressive
response highlights the game’s engaging design
and gameplay. “The Chase” is currently available to
customers in the UK, Canada, Belgium, and Brazil, with
roll-outs in South Africa and Italy anticipated soon.
AND WE’RE
LIVE, WITH
THE CHASE
LIVE GAME
SHOW
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Strategy in action
THE
PERFECT
MATCH
2024 saw Ladbrokes team up with Liverpool
FC in a multi-year partnership, marking a
new era for fans and communities alike. This
collaboration brings Ladbrokes onboard as
Liverpool FC’s official betting partner in the UK
and Ireland, reflecting a shared commitment
to passion, heritage and community impact.
Fans and customers now have access to
exclusive content, activations and rewards,
including an opening-season ticket giveaway,
connecting supporters more closely with the
club. The partnership provides broad audience
brand exposure from pitch side LEDs as well
as across social media. The Ladbrokes social
media channels so far have gained over
10,000 followers as well as the 2.6 million
cumulative UK and Ireland TV audience
who watched the first home game of the
partnership.
Another important part of the partnership, is that it includes Liverpool FC
Women, with Ladbrokes branding visible at home matches. This reflects
Entain’s commitment to the growth of the women’s game and opportunities for
players and fans alike.
This Ladbrokes and Liverpool FC collaboration highlights a shared ambition
to delight fans and inspire communities and marks a new chapter for both
parties. Both Ladbrokes and Liverpool FC are also heavily focused on giving
back to the local community and doing what’s right with multiple corporate
and social responsibility initiatives launching in the second half of the season in
conjunction with the LFC Foundation.
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10,000+
Ladbrokes social media followers gained
on launch
2.6m
cumulative UK and Ireland
TV audience
Strategy in action
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NFL betting is booming in Europe, and bwin is leading
the charge. As the Official Betting Partner for the
NFL in Germany and Austria, bwin is positioning
itself as a premium brand while helping grow the
league’s presence.
This landmark multiyear partnership focusing on
German-speaking markets, includes exclusive content,
social media integration, and fan engagement tools
like NFL Pick’em and NFL Fantasy. With bwin also
serving as the Official Betting Partner for Super Bowl
LIX in Germany and Austria, fans can expect premium
access to one of the world’s biggest sporting events;
with one lucky fan winning a trip to New Orleans to
watch the Super Bowl LIX live at the Superdome.
Bwin is embracing Entain’s focus on creating
memorable moments, driving engagement and
elevating the fan experience for America’s game
in Europe.
PARTNERING
WITH THE NFL
IN GERMANY
AND AUSTRIA
Following Entain’s success with Coral Coins, the
industry’s first coin economy, Ladbrokes introduced
LadBucks in 2024, offering customers an exciting
way to engage with games. By participating in
Ladbrokes’ daily free-to-play games, players can
win a share of over 100 million LadBucks available
each week. They can also top- up their LadBucks
balance by playing in the new LadBucks Arcade,
featuring some of the brand’s most popular games.
LadBucks can then be redeemed at the coin store
for players to enjoy Free Spins, Bonuses, Free Bets,
and Cash.
Since its launch in May, Ladbucks has provided over
80 million winning experiences to over 1.2 million
customers. Having a second bespoke coin economy
in the UK has enabled Entain to offer even more
innovative and engaging ways for our customers
to enjoy.
CASHING IN WITH
LADBUCKS
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Strategy in action
A GOLDEN
YEAR FOR
ENTAIN
STUDIOS
Entain’s in-house iGaming studios continued to
create winning experiences for our customers in
2024. With new in-house games launched in the US
last year and a 39% and 9.7% growth of in-house
GGR in Canada and Brazil respectively, Entain’s
in-house gaming platform achieved a 14.8% Y-o-Y
growth of unique active players globally.
Entain Studios “Shamrocks 3 Pots of Gold” was
a standout game for the in-house team in 2024.
Since launching in May, the game has seen an
average weekly player base of 130,000 across the
UK, Ontario and Brazil. The game topped the new-
launch player charts for the first four consecutive
weeks, with a grand total of over 1m unique active
players trying the game in 2024 alone.
Entain Studios also integrated Cleo, a modern
platform for the increased distribution of content
from the in-house award-winning studios “CR
Games” and “Vertical Games”. BetMGM players
in Michigan are the first recipients of new top
performing titles with a roll-out to other states
planned for early 2025.
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Regulatory update
The Autumn Budget saw increases in
general business taxes, including an
increase in employers’ National Insurance
(“NICs”) and a reduction in the threshold
at which employers start paying NICs.
The Budget also introduced an increase
in the National Minimum Wage, but
no changes to betting duty or remote
gaming taxation.
Elsewhere, discussions between the
industry and the British Horseracing
Authority (“BHA”) around a new
voluntary growth fund for horseracing
remain ongoing.
In Ireland, the long-awaited Gambling
Regulation Bill was finally signed into law,
heralding the establishment of a dedicated
regulator (“GRAI”) and a new licensing
and regulatory regime in the country.
We expect to receive further details about
the implementation of the new regime
throughout 2025.
proposals was published in December
2024. The new Statutory Levy will become
effective from April 2025 once the Statutory
Instrument is passed and Entain will pay
1.1% of Gross Gambling Yield (“GGY”)
on its remote business and 0.5% on its
retail footprint. The online stake limits
are expected to be implemented in H1
2025, with both measures subject to the
secondary legislation progressing through
the parliamentary process.
Other White Paper measures do not
require parliamentary approval and will
be progressed through the Gambling
Commission Licence Conditions and Codes
of Practice. Reforms around Remote Games
Designs, such as a reduction in the speed
of play of slots games, came into effect in
January 2025. Retail moved to a “Think 25”
approach in August 2024. Direct Marketing
requiring customers to opt in at a channel
and product level will come into effect in
May 2025.
UK & Ireland
After its election victory in July 2024, the
new Labour Government signalled its
intention to implement the 2023 Gambling
Act Review proposals with limited changes.
One of the key areas of focus in the Review
has been the introduction of financial
risk assessments, with the Gambling
Commission announcing a pilot of these
proposals in May 2024. While these trials
are ongoing, Government and the industry
have agreed to a voluntary Industry Code
on Customer Checks, ensuring alignment
on spend thresholds and safer gambling
interactions across operators.
The review recommended the introduction
of limits on online slot games at £2 for
18–24-year-olds and £5 for over 25s. It also
outlined proposals for a statutory levy to
raise funds for Research, Prevention and
Treatment (“RPT”) into gambling harms.
The draft secondary legislation for both
Regulation
Gaming is a truly global market and in 2024 the Group held licences in over
30 jurisdictions across the world. The Group is committed to only operating in
regulated or regulating markets and 100% of the Group’s revenue is now derived
from such markets. The Group firmly believes that strong, commercially viable
regulation of the betting and gaming sector is in everyone’s interests. It provides
stability for operators, important taxation streams for governments and, most
importantly, provides consumers with protections and safeguards by ensuring
that only responsible providers operate in the market.
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Regulatory update
United States
Following more than 35 other US states,
North Carolina launched its regulated
sports betting market in March 2024.
Throughout the summer, Washington
D.C. moved away from its previous
lottery monopoly model to legalise
seven statewide sportsbooks, including
BetMGM’s. The state of Missouri voted
in favour of regulating sports betting in
a referendum ballot in November 2024,
with the market expected to launch in Q2
or Q3 2025. Other states, such as Texas,
Minnesota or Georgia, are expected to
consider regulating sports betting in 2025.
Entain welcomes this overall regulatory
trend and remains confident about the
long-term sustainability of the US market.
We believe that, in the coming years,
over 40 US states will regulate sports-
betting, providing BetMGM with even
broader market access across the country.
The number of states permitting online
casino is also expected to grow in the
years to come, with the likes of New York or
Indiana eyeing potential legislation in 2025.
Canada
The Ontario online betting and gaming
market, the first domestically regulated
Canadian market, continues to grow at a
steady pace. Entain operates in Ontario
through its bwin and Party brands, as well
as Sports Interaction, a Canadian brand
acquired by the Group in February 2022.
The province of Alberta is expected to be
the next to regulate, with the expectation
that it will largely follow the Ontario model.
Latin America
In Latin America, Brazil adopted a law
that allows for domestic licensing and local
taxation of sports betting and online casino
in late 2023. Implementing regulation
was adopted throughout 2024 and the
regulated market launched on 1 January
2025. Entain has obtained a Brazilian
online gambling licence that extends
to its Sportingbet and Betboo brands.
Owing to the size of the market, as well
as the popularity of sports betting and
gaming, Brazil has the potential to become
one of the world’s leading online gambling
markets in the years to come.
Outside of Brazil, Entain continues
its licensed operations in Colombia
and Mexico.
Western Europe
In Germany the restrictive regulatory
environment continues to prove challenging.
The process of managing deposit and
stake limits for all products remains
one of the most pertinent regulatory
challenges for licensed operators, as
does the considerable size of the black
market. The punitive 5.3% stake tax for
slots also undermines the attractiveness
of the regulated market. Unlike slots and
poker, casino table games are regulated
on a state-by-state basis. To date, only
Schleswig-Holstein and Bavaria have
granted licenses, but the Group expects
the tendering process in North Rhine-
Westphalia to commence in mid-2025.
In Belgium, new legislation was passed
in 2024 placing additional restrictions on
licensed operators, including a full ban
on advertising and a new requirement to
have separate customer wallets for each
product vertical.
New monthly deposit thresholds came
into effect in the Netherlands in October
2024, while the headline tax rate
increases to 34.2% from 1st January 2025.
The introduction of a system of cross-
operator deposit is likely to feature on the
regulatory agenda for 2025.
In Italy, the Government published a
long-awaited tender for online gambling
licences in December 2024. Entain will
seek to obtain new licences for its Italian
brands which are set to expire at the end
of 2025. New stricter licence conditions
are expected, while the costs of obtaining
a licence will increase considerably. A new
budget law also confirmed the extension of
Entain’s retail licences until the end of 2026.
In Spain, legal clarifications to gambling
regulations have provided operators with
greater flexibility around advertising, while
plans to introduce a system of cross-
operator limits remain on the medium-
term agenda.
Elsewhere in 2024, nascent discussions
about the possible legalisation of online
casino in France continued, while in Finland
the ongoing regulatory reform process will
see a licensing system come into effect from
2026. In Austria, we are hopeful that the
new Government coalition, once agreed,
will enact a programme of gambling reform.
CEE
In Croatia, the Government completed a
regulatory review which will impose new
advertising restrictions later in 2025, while
new payment blocking legislation came into
effect in January 2025 to help combat the
illegal market.
In Poland, we continue to advocate for
the liberalisation of online casino whilst
urging the authorities to take greater action
against the illegal market.
Due to negative regulatory developments in
Romania, we decided to cease operations
in mid-2024.
Australia & New Zealand
Following the federal government’s
parliamentary inquiry into gambling
advertising in 2023, Entain was invited
to participate in an industry consultation
process in July 2024. While there was much
media speculation around potential reforms
in the second half of 2024, no legislative
changes have been announced thus far.
Elsewhere, the National Self-Exclusion
Register, BetStop, has now been
operational for over 12 months.
The Commonwealth Government has
formally commenced a review of BetStop,
with the consultation period closing in
April 2025. Industry has been invited to
participate and provide feedback.
The Australian Transaction Reports and
Analysis Centre (“AUSTRAC”) announced
the second-stage consultation on reforming
Australia’s anti-money-laundering and
counter-terrorism financing (“AML”/”CTF”)
regime. The proposed changes are
significant and cover obligations
surrounding AML/CTF programme
requirements, customer due diligence
and compliance reporting obligations.
Reporting entities had until February 2025
to provide feedback.
Finally, in December 2024, the
New Zealand government introduced
legislation to establish a “legislative
net” which, if passed, will grant TAB
NZ exclusive rights over online racing
and sports betting in New Zealand.
The Government has also stated its
intention to launch a licensing regime for
online casino games from 2026.
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The strategy provides a structure and
focus to address our sustainability
agenda. It is oriented around four key
pillars that align with our most material
sustainability impacts, risks and
opportunities, namely:
Be a leader in player protection
Provide a secure and trusted platform
Create the environment for everyone to
do their best work
Positively impact our communities
In this section, we report on our progress
against this strategic framework.
2025 will be a year focused on continued
execution against our strategy and the
transition to new sustainability reporting
to take account of the introduction of new
sustainability regulations, most importantly,
the EU Corporate Sustainability Reporting
Directive (“CSRD”).
Sustainability at Entain
In 2024, we focused on embedding our revised
Sustainability Strategy which we launched at the
end of 2023, and commenced our preparation for
forthcoming changes to important sustainability
reporting regulation.
Sustainability at Entain
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Sustainability at Entain
We have structured our Sustainability Strategy around four pillars that encapsulate the sustainability issues that are most important
to Entain, our customers, investors and partners. This strategy is underpinned by a double materiality assessment undertaken in 2023,
which involved extensive engagement with a range of internal and external stakeholders. You can read more details at
entaingroup.com/sustainability-esg.
Our most recent materiality assessment was aligned with the principles of double materiality but was developed prior to the application
of the CSRD to Entain. We intend to refresh our materiality assessment in 2025 to ensure that it is fully compliant with the CSRD double
materiality requirements. This will inform our first CSRD aligned sustainability statement.
What it means
Aligned material clusters Focus areas
Oversight
Be a leader in
player protection
We are an industry leader
in customer protection,
providing innovative
features, customer support
and communications.
Safer betting
and gaming
Ethical and compliant
behaviour
Innovation
An industry leader in tailored
customer protection tools
and processes
Empower our people
to support and protect
our customers
Harm prevention through
education and responsible
communications
Promote research and share
evidence-based learnings
with the industry
Sustainability
and Compliance
Committee
Provide a secure
and trusted
platform
We lead on integrity in
everything that we do.
From having the highest
ethical standards, to only
operating in regulated
markets, with an aim of gold
standard data privacy and
cyber security.
Ethical and compliant
behaviour
Data privacy and
cyber security
Corporate
Governance
Only operate in
regulated markets
Ethics and integrity at the
core of our organisation
and culture
Provide industry-leading
cyber security, data privacy
and AI governance
Clear and robust governance
processes for each of our key
ESG areas
Sustainability
and Compliance
Committee
Audit Committee
Create the
environment for
everyone to do
their best work
We are an employer of
choice, and we build an
inclusive and supportive
culture where talent from all
backgrounds can thrive.
Diversity, equity
and inclusion
Having the
right people
Attract, engage and retain
the best, most diverse talent
Provide the right growth
opportunities for all
Build a sense of belonging for
all Entainers
People
and Governance
Committee
Positively impact
our communities
We play our role in limiting
global warming to no
more than 1.5°C and we
create a positive impact on
our communities.
Environmental
Sustainability
Corporate
Governance
Reduce our
environmental impact
Creating a sustainable
value chain
Promote grassroots, women’s
and disability sports
Support communities where
we operate
Sustainability
and Compliance
Committee
Entain’s Sustainability Strategy
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ESG Governance
Sustainability at Entain
Board Committee Oversight
Oversight of Entain’s sustainability
activities is principally undertaken by two
Board Committees, reflecting the diversity
of our material sustainability issues.
The Sustainability and Compliance
Committee has oversight for a majority
of Entain’s material sustainability
issues, and is responsible for reviewing
Entain’s Sustainability Strategy, with its
recommendations submitted for approval
to the full Board. The Committee exercises
oversight of the business in all aspects of
sustainability strategy, sets targets and
monitors performance.
Within the People and Governance
Committee’s remit is oversight of the
Group’s approach to sustainability issues
that relate to our colleagues and our
corporate governance practices.
More details on the specific activities
conducted by these Committees throughout
the year is provided in the relevant Board
Committee reports, see pages 114 to 117
and 104 to 107.
In addition to the oversight exercised
by the Sustainability and Compliance
Committee and the People and Governance
Committee, the Remuneration Committee
incorporates within its remuneration
strategy components and targets relating
to sustainability.
Managing our sustainability priorities
Updates on our priority sustainability
matters are reported to the relevant Board
Committee through certain management
committees, including the Group Risk
Committee, Group Compliance Committee
and/or Group Executive Committee.
In some cases, we have other internal
management-level committees or steering
groups that are focused on delivering
against our agenda in relation to specific
sustainability issues that require additional
expertise and insights from the business.
These focus areas include topics such as
Modern Slavery, Safer Betting and Gaming,
Anti-Money Laundering and Diversity,
Equity and Inclusion.
MANAGING
OUR MATERIAL
SUSTAINABILITY
ISSUES TO
ENABLE OUR
SUSTAINABILITY
STRATEGY
REQUIRES ROBUST
GOVERNANCE
PROCESSES AND
APPROPRIATE TONE
FROM THE TOP OF
THE ORGANISATION.
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Sustainability at Entain
Our performance across ESG Rating Agencies
We are proud to be a sector leader amongst many of the leading independent ESG rating providers.
The table below summarises our performance over time.
Rating
Evaluation
Score/Current
Score/Previous
Industry Rank
MSCI
ESG Score
AAA
7.4
7.2
N/A
Sustainalytics
ESG Risk Rating
Low
18.0
(a lower score
shows a
lower risk)
19.8
11/73 in
the Casinos
& Gaming
industry
ISS ESG
ESG Score
C
49.38 <>
49.38
1st decile
S&P Global
ESG Score
S&P
Yearbook
and DJSI Europe
constituent
58
59
84th percentile
FTSE4Good
ESG Score
Inclusion
in
FTSE4Good Index
4.2
3.8
95th percentile
CDP
Climate
Management
B
B
N/A
Key topics of oversight
Key topics of oversight
Provide oversight of
Entain’s Sustainability
and Compliance
programme
Review and recommend
the approval of the
Sustainability Strategy
to the Board
Oversee the effective
management of Entain’s
ongoing relationship
and engagement with
a wide spectrum of
stakeholders
Sustainability and
Compliance Committee
Lead the process
for appointments to
the Board, with due
consideration for the
benefits of diversity
Board training
Review workforce
policies and practices
and monitor their
consistency with
Entain’s purpose,
strategy and values
Review developments in
corporate governance
practices, law and
regulation
People and Governance
Committee
Talent and Capability
Diversity, Equity and Inclusion
Engagement and Culture
Employee Wellbeing
Workforce Engagement
(providing a “colleague view”
in the boardroom)
Sustainability-Related
Principal Risks
Anti-Money Laundering
Anti-Bribery and
Anti-Corruption
Compliance Governance
Safer Betting and Gaming
Entain Code of Conduct
Privacy and Data Protection
Fairness and Integrity
of Entain’s Gaming
and Trading Systems
Charitable Donations
Environmental Impact
Payment Processing
Governance
Sustainability and
Compliance Metrics
Security, Health and Safety
of Employees, Customers
and Communities
Entain plc Board
Group Executive Committee
Group Risk
Committee
Group Compliance
Committee
Operational Teams
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Sustainability at Entain
As a world leader in betting and gaming, Entain seeks to provide a positive
experience for all our customers; the key to this is ensuring a safe environment.
Our approach to safer gambling is simple: we are committed to player safety.
Sustainability at Entain
Material issues
Safer betting and gaming
Ethical and compliant behaviour
Innovation
Oversight
Sustainability and Compliance Committee
Focus area
2024 Highlights
Customer protection tools
and processes
Piloted player financial risk checks in collaboration with the UK Betting and Gaming
Council (“BGC”) and credit agencies
Empower our people to support
and protect our customers
99% completion rate of annual compliance, safer gambling, and anti-money-
laundering training
EPIC Global Solutions training delivered to 73 senior leaders
In depth training provided to senior managers, those in customer-facing roles and
customer protection teams
Harm prevention through education
and responsible communications
Continued stakeholder education and training in the US, through our delivery partner
EPIC Global Solutions and the major professional sports leagues as well as players
associations. These include Major League Baseball (“MLB”), Major League Soccer
Players Association (“MLSPA”) and the National Football League (“NFL”)
20% of Entain’s advertising budget in the UK was dedicated to safer betting and
gaming communications
In Canada, the Group’s Sports Interaction brand led a responsible gaming awareness
campaign, reaching 2m+ viewers weekly through a partnership with two of the
National Hockey League’s (“NHL”) biggest superstars
Awards and accreditations:
UK
North America
International
In 2024, an independent
charity focussed on
preventing gambling harm
awarded us their highest
safer gambling certification
in the UK.
RG Check
Accreditation granted
to Sports Interaction
in Ontario,
a responsible gaming
accreditation programme
from the Responsible
Gaming Council.
SBC Global
Socially Responsible
Operator of the
Year awarded
to the Entain US
Foundation.
Be a leader in player protection
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Sustainability at Entain
Sustainability at Entain
Committed to Player Safety
Our approach to safer betting and
gaming is rooted in our culture and values,
embedded across our organisation.
Our approach to safer gambling varies
in the specific context of each market’s
challenges and needs, and our ambition is
to prevent harm across our global footprint.
While each market is different, our overall
approach, which we now call, “Committed
to Player Safety”, is captured by three
key principles:
1.
Engage: We engage with regulators,
governments, industry and academics
to evolve our understanding of safer
gambling and to deliver a positive and
safe environment for our customers.
2.
Support: We communicate with
our customers and equip them with
tools and information to promote
safer gambling, while supporting our
employees with training to identify and
help manage the risk of potential harm.
3.
Protect: We protect our customers
from risks so that they can have a
positive and safe experience using
our products.
We continue to monitor our player
protection programmes, the results of
which are reviewed by the Group Executive
Committee and the Sustainability and
Compliance Committee.
Fundamental to our overall approach to
safer gambling is the recognition that the
job is never done, and we continuously
evolve our approach based on local market
conditions, knowledge and customer
feedback as well as when new evidence
and technologies emerge.
Engage
We engage with regulators, governments,
industry and academics to deliver a positive
and safe environment for our customers.
Entain seeks to engage with local
stakeholders, bringing our international
expertise to bear, and supporting a
balanced regulatory framework tailored to
local market conditions.
A critical part of working with policymakers
and regulators is our commitment to seek
to reduce the scale of the illegal market,
ensuring that our regulatory objectives are
not undermined by black market operators.
Black market actors operate outside
of the bounds of regulation and do not
comply with player protection measures
that are prioritised in regulated markets.
Minimising the black market is key to
establishing successful regulated betting
and gaming markets. Entain supports the
case for regulation that strikes the right
balance of providing the best protection
for customers, raises tax revenues for
governments, while enabling licensed
operators to be commercially competitive.
Regulation that is too restrictive can make
the offering of licensed operators less
attractive, leading to growth in the black
market that, in some territories, has reached
up to 60% of gambling activity.1
Support
We communicate with our customers
and aim to equip them with tools and
information to promote safer gambling
and support our employees with
ongoing training.
All our employees are required to complete
mandatory annual training on safer betting
and gaming as part of our “Big4” e-learning
Training Modules (see page 49 for more
details). This ensures our employees are
kept up to date on player protection topics
and are trained to spot and adequately
respond to problem gambling indicators.
Colleagues who engage directly with
customers receive specialised in-depth
safer gambling training to help them
identify potentially at-risk customers,
enabling them to intervene appropriately
when they identify signs of potential
harm or problem behaviour (see further
details below).
Our Customer Protection and retail teams
work to identify at-risk customers ensuring
we adhere to local regulations, compliance
and privacy laws. To help our colleagues
protect vulnerable players, we have
implemented a “Think 25” policy across our
retail estate in Great Britain, increased from
“Think 21”.
It is also important that leaders within our
business have specific training on customer
protection. In 2024, 73 colleagues from our
senior leadership team undertook in-depth
training from a leading safer gambling
specialist, EPIC Global Solutions, to support
a culture of player protection at the top
of the organisation. Payment of these
individuals’ annual bonus is conditional
upon completion of this important training.
1. Regulus Partners, September 2024.
WE INVEST IN
RESEARCH TO
PROVIDE AN
EVIDENCE-LED
APPROACH TO
SAFER GAMBLING
PRACTICES,
ENABLING US TO
TAKE A PROACTIVE
APPROACH
TO PLAYER
PROTECTION.
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Protect
We protect our customers from risks so
that they can have a positive and safe
experience using our products.
Entain has invested in the research and
development of proactive safer gambling
account monitoring tools designed to
define risk levels to accounts (based on
player activity, patterns, and behavioural
trends) and to enable appropriate customer
interactions. An example of this is ARC™
(“Advanced Responsibility and Care”),
a tailored customer protection tool that
monitors customer activity for risk factors.
These tools have been jointly developed
with independent third-party experts such
as Mindway AI.
While processes will differ according
to local regulations and codes, we will
proactively impose gambling controls
where players voice concerns or where we
have identified a problem. We implement
tools to mitigate risk such as setting
financial limits, reality checks, time-outs,
and, ultimately, temporary or permanent
self-exclusion. Customers identified with
the highest potential risk of gambling harm
may undergo a further manual review
which could lead to conversations and
interventions performed by a specialised
team, to further support players most
at risk.
As a demonstration of how our efforts
are assessed and recognised, in 2024 an
external charity focussed on preventing
gambling harm awarded us their highest
safer gambling certification in the UK.
Responsible marketing
Responsible marketing is a core part of
our commitment to promote responsible
attitudes, and protect children, young
persons and vulnerable individuals. In 2024,
20% of Entain’s advertising budget in the
UK was dedicated to safer betting and
gaming communications.
Our commitment to responsible advertising
and marketing is underpinned by our
External Marketing Policy. This Policy
outlines our responsible marketing
principles. All relevant colleagues receive
training on the policy.
In 2024, our Sports Interaction brand
in Canada led a responsible gaming
awareness campaign in partnership with
Mitch Marner of the Toronto Maple Leafs
and Leon Draisaitl of the Edmonton Oilers,
two of the NHL’s most recognisable stars.
The campaign was aired on “Hockey Night
in Canada”, reaching more than two million
viewers weekly, as well as through other
communication channels.
Sustainability at Entain
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Embedding customer
protection across
Entain
Our Customer Protection Team plays an
integral role in our commitment to protect
our customers across our global footprint.
Our teams work closely together to manage
our suite of customer protection measures
across our global operations. They support
in tailoring our approach to align with
regulation in each market in which
we operate.
Entain customer protection colleagues
work to ensure our customers are properly
protected. Our colleagues are trained
and set goals on topics including quality,
productivity and process adherence to
ensure that they are best able to make
informed decisions on customer protection.
In 2024, our UK Customer Protection
teams undertook GamCare training,
with additional International Compliance
Association (“ICA”) Anti-Money
Laundering (“AML”) training for managers.
Specific training was also delivered to our
UK retail colleagues, covering topics such
as Safer Gambling, compliance, fraud and
risk. Across our international customer
protection team, our customer protection
call centre operators receive advanced
training from EPIC Global Solutions
and GamCare respectively2, which is
refreshed on an annual basis. In 2024,
our international customer protection
teams achieved an average quality score
of 96%, reflecting their commitment to
player protection.
Our
Sustainability
strategy in
action
2. This training did not include teams in the US (BetMGM JV) or Australia.
Sustainability at Entain
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Sustainability at Entain
We lead on integrity in everything that we do. From having the highest ethical
standards, to only operating in regulated markets, to having gold standard data
privacy and cyber security.
Material issues
Ethical and Compliant behaviour
Data Privacy and Cyber security
Corporate Governance
Oversight
Sustainability and Compliance Committee
Audit Committee
Focus area
2024 Highlights
Only operate in regulated markets
Continued to derive 100% of revenues from regulated or regulating markets
Ethics and integrity at the core of our
organisation and culture
Average completion rate of 99% across Entain’s mandatory Big4 compliance
e-learning training modules
Rolled out Entain’s inaugural integrity survey
Launched “Leading with integrity” ethics training for managerial roles
Held our first-ever Ethics Day, with our CEO on the panel and over 1,500 colleagues
joining in-person and online
Provide industry-leading cyber security
and data privacy
81.5% of our operations audited and certified to ISO 27001 (by headcount)
Significant investment in automation and security monitoring
Expansion of cyber security monitoring to 24/7 coverage
Clear and robust governance processes for
each of our key ESG areas
Improved reporting processes to relevant Board committees
Restructured the Group’s compliance committees to better reflect the updated
operating structure of the Group
Awards and Accreditations
ISO27001 Information Security Management System
Provide a secure and trusted platform
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Sustainability at Entain
Only operate in regulated markets
Entain believes that robust, commercially
viable regulation of the betting and gaming
sector is in the interests of all stakeholders.
It offers stability for operators, important
taxation streams for governments and –
most importantly – provides the consumer
with proper protections and safeguards.
Since February 2023, 100% of our
Group’s revenue derives from regulated
or regulating markets. As of 31 December
2024, we held licences in more than
30 markets across the world. We were also
present in two regulating markets (Austria
and Finland) where we can see a pathway
to regulation that will enable us to obtain
domestic licences in the coming years.
This was down from five markets in 2023.
For more information, please refer to our
regulatory update on pages 36-37.
Ethics and integrity at the core of
our organisation and culture
We are committed to conducting
our business in line with the highest
ethical standards. We invest heavily in
governance, resources, and training to
combat corruption and to keep financial
crime out of gambling.
Ethics governance
Ethics is overseen by the Sustainability and
Compliance Committee, and managed by
our Group Ethics Director, who reports to
our Group General Counsel. Our programme
is set out in our Ethics Charter which
defines clear accountability across the
Group and ensures that our Ethics team
have the required independence and
authority to act as an effective second line
of defence.
We are now two years into our three year
Ethics Strategy, which defines our action
plan for achieving a best-in-class ethics
programme. The strategy was approved
by the Sustainability and Compliance
Committee and is reviewed annually by the
Group Ethics Director. Any changes to the
strategy are reported to the Sustainability
and Compliance Committee.
During 2024, we increased the numbers
of reports to the Sustainability and
Compliance Committee from two to
four per year, to ensure the right level of
oversight. We also enhanced our data
driven approach to reporting, enabling us
to provide more meaningful insights into
specific ethics risk areas, including higher
risk supplier escalations, levels of gifts
and hospitality received and/or given by
our colleagues, and training completion
rates. Regular updates in relation to ethics
matters are also provided to the Group
Compliance Committee.
Ethics policies
Our suite of Global Ethics Policies outlines
our expectations and commitments.
These policies include our Anti-Bribery
and Anti-Corruption Policy, our Code of
Conduct, our Supplier Code of Conduct and
our Whistleblowing Policy (Speak Out).
Promoting an ethical corporate culture
An ethical corporate culture is promoted
through our Entain Values (“Do what’s
right”, “Keep it simple”, “Go beyond” and
“Win together”). All colleagues who
participate in the Group Bonus Scheme set
goals which are consistent with the Entain
Values, and the achievement of colleagues’
individual goals are considered as part of
our Group Bonus Scheme.
In 2024, we also launched our first ever
Integrity Survey to understand better
the views of our colleagues in the area
of corporate ethical culture. The survey
returned an overall score of 80 out of 100,
indicating that our colleagues believe we
hold a strong ethical culture at the heart of
our organisation. The survey measured nine
pillars of culture, of which six of those pillars
(including senior leader commitment) are
regarded as critical for reducing misconduct
risk, with the remaining three pillars (such
as team environment) related to employee
perception of our culture.
The results of the survey were shared
during our first Entain Ethics Day. Central
to this event was a panel discussion around
“Winning with Integrity”, with panellists,
including our Group CEO, participating
from across the Group. More than
150 colleagues from across the business
attended in person, with over 1,400 people
attending online.
In 2024, we continued to invest in tailored
training modules. Our mandatory Big4
compliance e-learning training modules,
for the first time, included specific training
for people managers on how to lead
with integrity. As part of our anti-bribery
and corruption framework, we identify
personnel who, based on their role, may
be more likely to be exposed to the risk of
bribery and corruption. We aim to deliver
annual training to these individuals and
where possible tailor it to the specific risks
they may face in their role.
Sports betting integrity
As a leading sports betting company,
Entain plays an active role in safeguarding
the values and integrity of sport. We want
all sports events to be fair and free from
outside manipulation. This is why we work
closely with regulators and sport governing
bodies to combat match-fixing, spot-fixing,
and other corrupt betting activity. We are
a member of both the International Betting
Integrity Association and the Sports Betting
Integrity Forum.
WE ARE COMMITTED
TO CONDUCTING
OUR BUSINESS IN
LINE WITH THE
HIGHEST ETHICAL
STANDARDS. WE
INVEST HEAVILY
IN GOVERNANCE,
RESOURCES,
AND TRAINING
TO COMBAT
CORRUPTION.
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Sustainability at Entain
Data privacy
Safeguarding our corporate and customer
information remains a key priority for
Entain. In 2024, we continued building
our data privacy assurance function
with dedicated resources to monitor the
effectiveness of our privacy activities
globally, keeping risks under review,
and updating policies, processes and
procedures. We continued to boost
privacy controls through assurance
reviews that covered the majority of our
critical processes. In 2024, our privacy
team launched our first global artificial
intelligence policy (AI Policy). This is the
culmination of years of work building on
Entain’s Artificial Intelligence (“AI”) and
Data Ethics Charter, which we launched
in 2021, to define our principles for the
responsible use of AI and data-driven
technologies. The publication of our AI
Policy shows our commitment to prepare
for emerging legislation around AI, such as
the EU Artificial Intelligence Act. As part
of our commitment to Data Privacy, this
year we have also published our Group
Data Protection Policy and our Group Data
Retention Policy. Both policies, together
with the AI Policy, can be accessed
through our website at entaingroup.com/
sustainability-esg.
In 2024, we continued to invest in
preventative mechanisms for teams who
deal with high volumes of sensitive personal
data, including those in human resources,
customer services and CRM-marketing
teams. We provided regular training to data
protection officers who sit outside of the
core privacy team, utilising tailored face to
face and virtual training. We also developed
a self-service portal for all colleagues to
make training requests and produced a
comprehensive data literacy programme
through the use of podcasts, blogs and
other incentivised campaigns covering
broad privacy topics and updates.
Preventing financial crime
Our approach to keeping crime out of
gambling is led by our Group Money
Laundering Reporting Officer and the
Global Head of Anti-Financial Crime
(“AFC”), with strong support from our
dedicated AFC team. The AFC function has
been restructured, centralised and aligned
to ensure it remains robust, sustainable &
proportionate in managing and mitigating
Entain’s FinCrime Risks.
This governance framework ensures we
maintain control and oversight across both
the Entain platform and our international
subsidiaries, reinforcing our commitment to
combating financial crime at every level.
Throughout 2024 we continued an AFC risk
evaluation exercise for our international
subsidiaries, designed to assess the
maturity and effectiveness of the local
AFC Risk programmes and up-skill where
necessary. These evaluations incorporated
on-site visits and included a thorough
review of policies, procedures and controls,
identifying areas for improvement.
Where required, uplift action plans are in
place, in order to both close any regulatory
gaps and to bring the subsidiary in line with
Group AFC standards
Cyber security
As cyber-crimes continue rising globally,
we are continuously improving our cyber
security programme to protect our players
from digital threats. In 2023, we conducted
an external maturity assessment of our
cyber security function. In response to
that assessment, we developed a three-
year cyber security maturity programme
which will include increased investment
in automation and security monitoring.
An example of this effort is the extension
of our cyber security monitoring, which has
been extended beyond working hours to
operate 24/7.
As part of our commitment to best
practice, we have gained re-certification
for the latest version of the ISO 27001
standard, an international standard for
information security. This is in addition
to the large scale of external audits to
which our IS systems are subject to comply
with regulatory requirements and other
contractual obligations. As of 31 December
2024, 81.5% of our operations have
been audited and certified to ISO 27001
standards. In 2025, we will continue
expanding the scope of the certification
to those businesses which we have
recently acquired.
In 2024, we also commenced work to
complement our ISO 27001 certification
with ISO 27701, to further cover user
privacy. We will continue to develop this
in 2025.
Mandatory Big4 e-learning
Training Modules
Topics covered
Completion Rate
Playing by the rules
Entain Code of Conduct
Our Values
Working with third parties
Conflicts of interest, gifts, hospitality
and donations
Bribery and corruption
Tax evasion
Fraud
Competition law
Modern slavery
Speaking out
99.3%
Doing what’s right
Anti-money laundering/
anti-financial crime
Safer gambling
Leading with integrity (managers)
Diversity equity and inclusion
Wellbeing
99.0%
Protecting our information
Data privacy
98.8%
Maintaining our Cyber security
Cyber security
98.3%
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Big4 training modules
One of our core values is to do what is right.
This also means training our people always
to make the right decision for our customers
and our communities.
Every colleague, unless a justified exception
applies, must complete four compliance
modules covering Entain’s Code of Conduct
as well as ethical topics such as safer
gambling, data privacy, and the prevention
of bribery and corruption. As part of this,
colleagues make a declaration that they
have understood the training and will
comply with Entain’s Code of Conduct.
For 2024, we continued to incorporate
training completion targets into our Group
Bonus scheme. Colleagues in the scheme
were only eligible to receive a bonus if
they completed all four training modules,
and 10% of the Group Bonus pool was
based on the average completion rate
of all colleagues across each of the
Big4 modules.
In addition, members of the Entain
Leadership Team (“ELT”) were required
to complete additional safer gambling
training delivered by EPIC Global Solutions
as a condition for receiving any bonus.
In 2024, the Big4 training modules
had an average completion rate of
98.9% (2023: 98.0%) across the
Group, exceeding our stretch target
of 97.5%. All eligible members of
Entain’s ELT completed their EPIC safer
gambling training.
Sustainability at Entain
Our
Sustainability
strategy in
action
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2023
252
629
221
573
194
558
2022
2024
2023
14,091
16,548
13,645
15,931
13,479
15,461
2022
2024
2024
2023
2022
4
7
3
6
3
6
Group Board
2024: 36% female
+3%
Senior managers
2024: 29% female
+1%
All Employees
2024: 46% female
Unchanged
Gender diversity at Entain3
Male
Female
Sustainability at Entain
We are an employer of choice, and we build an inclusive and supportive culture where
talent from all backgrounds can thrive.
Material issues
Diversity, Equity and Inclusion
Having the Right People
Oversight
People and Governance Committee
Focus area
2024 Highlights
Attract, engage and retain the best, most
diverse talent
Entain ranked second in the 2024 All-In-Diversity Project Index
Commenced the creation of Entain’s first global Employer Value Proposition (“EVP”)
Implementation of a new global recruitment platform in collaboration with a wide
range of colleagues, including our key Employee Resource Groups
Provide the right growth opportunities
for all
Launch of Data Academy to build critical skills and drive innovation
Introduced new leadership framework, 360 degree feedback programme,
strengthening leadership capacity
Driving individual and business success by ensuring all employees set clear, structured
and aligned objectives through the mandatory “Your Goals” programme
Build a sense of belonging for all Entainers
95% of Entain Managers received mental health training through the Workplace of
Tomorrow programme (97% in Retail)
Creation of Energy Edge, an in-house resilience programme with over 7,000 colleagues
globally completing its e-learning version
Enhancing feedback channels and taking actions: “You Asked, We did” and “Your Voice
is Action” campaigns
Launch of two new Pulse Surveys: one for Entain’s Leadership Team and one for UK
and Ireland Retail, measuring impact across six engagement categories
Ranked Tier 1 in the CCLA Investment Management 2024 Corporate Mental Health
Benchmark UK 100
Awards and Accreditations
2024 Industry Achiever (operator)
2024 Innovator of the Year
2024 Apprentice of the Year
3. As of 31.12.2024. Includes employees of the Group’s BetMGM JV. Note that all other employees include male colleagues and a small number of colleagues that have not
disclosed their gender.
Create the environment for everyone to do their best work
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Sustainability at Entain
Attract, engage and retain the best,
most diverse talent
Diversity, Equity and Inclusion (DE&I) is key
to Entain’s future sustainability and success.
Attracting and retaining key talent remains
one of our principal risks (see pages
84-87), and workforce diversity plays an
essential role in innovating, driving change,
and delivering outstanding products and
services for our customers.
In 2024, we increased focus on further
embedding DE&I within all aspects of our
resourcing strategy. In September 2024,
these efforts were further supported by the
introduction of our new recruitment and
candidate management platform.
As part of our commitment to DE&I, we
understand the importance of global
employee networks in providing a safe
space for colleagues with a shared identity
or experience. Women@Entain, BeYou@
Entain4 and BlackProfessionals@Entain
continued to grow throughout 2024,
with membership up 27%, 45% and 10%
respectively from the prior year, translating
into Women@Entain counting almost
1,600 members, BeYou@Entain almost
300 members and BlackProfessionals@
Entain counting almost 200 members.
We are proud that our BlackProfessionals@
Entain network received a nomination to
the Outstanding Ethnicity Network of the
Year Award and won in the category of
Outstanding Network Lead of the Year
Award. This year, Entain ranked second in
the 2024 All-In-Diversity Project Index.
As a result of reinforcing the communication
and collaboration between Network Leads,
Local HR and DE&I Leads through the year,
we have seen an increase in the number of
allies of our employee networks. Women@
Entain allies grew 28% during 2024, thanks
to initiatives such as International Women’s
Day. BeYou@Entain was up by 33%, due to
an increased visibility during Pride Month
driven by events such as Allyship without
borders, a panel session with external and
internal speakers. BlackProfessionals@
Entain had an impressive increase of
68%, thanks to Black History Month and
initiatives like a dedicated campaign for
allies around Black Heroes.
During 2024, we started to develop Entain’s
first global Employer Value Proposition
(“EVP”). Set to be launched in 2025, it will
define who we are as a business in a clear,
consistent and compelling way, highlighting
what distinguishes us as a destination
employer. It will be built with flexibility to
accommodate location-specific nuances,
different talent profiles and our portfolio
of brands, while ensuring we retain and
enhance the “purple thread” of Entain
through everything we do.
We also launched our Global Menopause
Policy, which was accompanied by a
global awareness campaign and support
for managers to have conversations
around menopause.
Provide the right growth opportunities
for all
At Entain, we believe that continuous
learning fuels both individual success and
business growth. That’s why we invest
in targeted, high-impact development
programmes designed to meet the specific
needs of our teams and individuals across
all business units and geographies.
Our people have access to leading
learning platforms, empowering them
to enhance their technical, business and
leadership skills.
In 2024, we strengthened leadership
capability across our global business.
We launched Entain’s first leadership
framework, designed to develop and
support leaders at every level of the
organisation. A core component is our
360-degree feedback survey, which
provides actionable feedback for leaders
to refine their impact and create focussed
professional development plans. In 2024,
around 100 of our leaders completed
the survey and established clear growth
objectives. The framework also informs our
leadership hiring process, ensuring we build
a robust pipeline of future-ready leaders.
We have also established a structured,
global succession planning process to
identify and support future senior leaders
with tailored development opportunities.
In 2025, we will introduce a comprehensive
global talent review process to further
strengthen succession planning and
identify high-potential leaders.
Our Customer Services team saw continued
success with “Let’s Lead” in 2024, a
leadership programme first launched
in 2023. The seven-week programme
combines self-paced, in-person, and online
learning with professional certifications.
This year, we expanded the curriculum
to include topics like conflict resolution,
emotional intelligence, and critical thinking,
alongside practical skills training in
PowerPoint and Excel.
In our UK Retail business, our leadership
programmes – Enhance, Establish,
and Elevate Your Game – continued to
strengthen management capabilities.
Our 2024 impact assessment of Elevate
revealed significant improvements, with a
majority of participants reporting increased
confidence and team engagement, and the
results suggesting a reduction in turnover
as a result. These positive behavioural
shifts reinforce a culture of continuous
learning and high performance.
4. Formerly Pride@Entain. Rebranded as part of our Network’s Strategy for 2024 to represent all the LGBTQ+ people and our allies.
IN 2024, WE
STRENGTHENED
LEADERSHIP
CAPABILITY
ACROSS OUR
GLOBAL BUSINESS.
WE LAUNCHED
ENTAIN’S FIRST
LEADERSHIP
FRAMEWORK,
DESIGNED TO
DEVELOP AND
SUPPORT LEADERS
AT EVERY LEVEL.
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Sustainability at Entain
Sustainability at Entain
We also remain committed to our
Entain Well-Me strategy, designed to
help employees make positive changes
to improve their physical, mental, and
emotional health (you can read more about
the Well-Me Strategy at entaingroup.com/
sustainability-esg).
In 2023, we rolled out the first part of
our Workplace of Tomorrow, a mental
health programme designed by experts
at Unmind, to give people managers the
tools to support their teams and create a
culture of trust and psychological safety.
The training equipped our managers to
have supportive conversations, giving
them practical knowledge on topics such
as self-care, stress and anxiety, or active
listening. In 2024, we continued this work
by rolling out the second part of this
programme, focusing on driving high-
performance through the lens of wellbeing.
96% of Entain managers completed the
training this year, an increase from the
94% completing the training in 2023.
As a highlight, of those who completed the
training in 2024, 95% reported taking action
as a result of the course and 96% reported
a positive outcome.
Through our partnership with Unmind,
we also introduced Unmind Talk, an
innovative and inclusive therapy service.
The service has been extremely popular,
with colleagues across the globe being
able to choose their own practitioners and
quickly book an appointment. We saw an
increase of 400% from previous employee
assistance programmes, with 2,600
sessions consumed between March and
December 2024. We have also seen the
positive impact of these sessions in our
colleagues with a reduction of anxiety and
low mood, by 33% and 24% respectively
after using the Talk sessions, moving
average cases from clinical to mild levels
of those who completed the pre and post
therapy assessments.
We were proud to be ranked Tier 1 in the
CCLA Investment Management 2024
Corporate Mental Health Benchmark UK
100. The benchmark focuses on the UK’s
largest companies and provides critical
insight into how they are managing and
reporting on workplace mental health.
You can read the full benchmark at the
CCLA’s website: CCLA Corporate Mental
Health Benchmark UK 100 2024.
Within our Product and Technology
function, we launched a cutting-edge
agile training and capability programme
to support our new operating model.
This included mandatory Agile 101 and
Scrum 101 courses, ensuring teams
are equipped to excel in an agile work
environment. By strengthening our
capability, we empower teams to navigate
complexity, drive innovation and deliver
outstanding results.
Our UK-based Data Academy continued to
up-skill colleagues, helping them leverage
data for business success. In 2024, we
introduced AI-focused apprenticeships,
demonstrating our commitment to digital
excellence. Meanwhile, our global Journey
Rewards Programme introduced gamified
learning, enabling employees to earn Entain
data certifications by completing tailored
content. More courses will launch in early
2025, expanding access to critical data
skills across the business.
Global Spotlight: Italy
In Italy, we launched “Evolutionary Mindset”
in 2024, a new development programme
for managers focussed on Awareness,
Responsibility, and Communication.
Delivered through experiential workshops,
this initiative will expand in 2025 to address
key leadership priorities.
Global Spotlight: Australia
In Australia, our “GenAI Blackbelt
Programme” has up-skilled over 100
leaders, including Executives and Senior
Leaders, in the application of generative AI.
This transformative initiative has delivered
measurable productivity and efficiency
gains, embedding AI driven innovation
into our workflows and delivering tangible
business impact.
Finally, in 2024, we launched “Your Goals”,
our mandatory global employee goal-
setting framework. Individuals’ professional
objectives for the year are aligned with
business priorities, and managers and
colleagues engage in regular feedback
conversations. We supported this transition
with targeted learning resources and
webinars, and in 2025, we will continue
to refine and evolve the process to further
embed a high-performance culture.
At Entain, learning is a continuous journey.
We are committed to empowering our
people with the skills, knowledge and
experiences needed to drive our success,
both today and in the future.
Build a sense of belonging
for all Entainers
We launched a refreshed set of company-
wide values and behaviours in 2023 (“Do
what’s right”, “Keep it simple”, “Go beyond”
and “Win together”). In 2024, we continued
to build on this momentum, creating a
supportive and encouraging environment
where all our colleagues, and these
important values, can thrive.
In 2024, we continued our commitment
continually to improve the wellbeing of
our colleagues. We created an in-house
resilience programme called Energy Edge,
a programme offering practical techniques,
actionable tips, and strategies to boost
wellbeing and performance. Over 7,000
colleagues globally have completed the
e-learning version of Energy Edge.
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Hearing Your Voice
In January 2024, we carried out an all-
employee engagement survey, “Your Voice”.
The overall engagement score for the Group
was strong at 77%, an increase on 74% in
2022, the last time a Group wide employee
engagement survey was undertaken.
In addition, we also conducted targeted
strategic pulse surveys, with surveys being
undertaken of the Entain Leadership Team
and of colleagues in the UK and Ireland
Retail network.
We launched a new CEO video series to
support with our employee engagement
activities, sharing content on a regular
basis and have produced global
webcasts sharing corporate strategy and
performance, alongside regular written
updates on our internal channels.
As part of our enhanced listening activity
this year, we have seen a significant
increase in Board members’ sessions with
our people, to connect, listen, learn and
share. This has included a global townhall,
and several global sessions with our
Employee Forums. For more information
on Board activity, see pages 99 to 103.
In 2025, we will continue building upon
these efforts to ensure colleagues
at all levels within the business are
engaged effectively.
Our
Sustainability
strategy in
action
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Sustainability at Entain
We are committed to supporting and positively impacting our communities around
the globe and working towards achieving net zero emissions for our own operations
(Scopes 1 and 2).
Material issues
Corporate Governance
Environmental Sustainability
Oversight
Sustainability and Compliance Committee
Focus area
2024 Highlights
Promote grassroots, women’s and
disability sports
>300 financial awards have been issued to 247 young athletes via SportsAid since
2019, helping to cover the costs of training, equipment, and travel
250+ non-league football clubs supported annually via Pitching In since 2020
Support communities where we operate
The Group voluntarily contributed £21.9m to safer gambling organisations, grassroots
sports programmes and other good causes
An additional £5m was donated to UK charities in connection with the prevention
of, and addressing the wider consequences of, gambling-related harm as part of
Entain’s obligations under its deferred prosecution agreement with the UK Crown
Prosecution Service
Our colleagues and customers raised over £650,000 for Prostate Cancer UK and
Chance for the Children via the Ladbrokes Coral Trust, funding life-saving research
and treatment
Reduce our environmental impact
73% global electricity procured from renewable sources across Entain’s business
operations,5 including 99% in the UK through green tariffs and a 5-year power
purchase agreement
Enhanced our Scope 1, 2 and 3 emissions calculation process using Normative’s
science-based carbon calculator
2022 and 2023 Scope 1, 2 and 3 emissions data verified by Carbon Trust
Create a sustainable value chain
46% of our in-scope6 third-party spend enrolled on the EcoVadis platform with a
detailed assessment of their sustainability performance
Conducted an extensive supplier risk assessment to understand the risks of Modern
Slavery across our supplier base and to prioritise action areas for key suppliers
Launched Supplier.io in the UK to track diversity within our supplier base
Awards and accreditations:
ISO14001: Environmental Management across our UK operations (shops, stadia and
offices) covering 47% of our global headcount
ISO14064-3: Carbon Trust verification for Entain’s footprint for all three scopes for
2022 to 2023
5. Refer to note 15 in the ESG Key Performance Indicators for coverage details of our energy and emissions data.
6. In-scope are those where Entain has a route to feasibly engage with these suppliers as part of the sustainable procurement programme. Spend items that are defined as ‘non-
addressable’ such as taxes and rates are considered out of scope, as well as low-spend suppliers, suppliers to joint ventures, and lease payments.
Positively impact our communities
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Support communities where
we operate
Entain partners with community
organisations of all sizes across the globe.
We want to support the causes that are
the most important to our colleagues, our
customers, and our communities and have a
positive impact on local communities across
the markets where we operate.
In 2024, Entain donated £5m to charitable
organisations in the UK which provide
services to help prevent gambling addiction,
combatting the effects of gambling
addiction and/or dealing with the wider
consequences of gambling addiction.
These donations were made pursuant
to Entain’s obligations under its deferred
prosecution agreement entered into
with the UK Crown Prosecution Service
in December 2023. Specifically, Entain
donated to the below charities:
GamCare: GamCare, the founder of the
National Gambling Helpline, is a provider
of information, advice and support for
anyone affected by gambling related
harm. Entain’s unrestricted donation has
supported GamCare’s mission.
Shelter: Shelter exists to defend the right
to a safe home. The donation from Entain
helped to fund Shelter’s core services
in England.
Citizens Advice: Citizens Advice exists
to shape a society where people face
far fewer problems. It offers free,
independent, confidential advice
online, over the phone and in person.
Throughout 2024 this funding supported
Citizens Advice’s national helpline,
helping to deliver social and economic
value for their clients and wider society.
EPIC Restart Foundation: EPIC Restart
Foundation empowers people to rebuild
positive lives after suffering gambling
related harm. Designed and delivered
by lived experience, the charity’s
programmes provide practical tools and
coping strategies that enable people
to rebuild the confidence and resilience
needed to overcome legacy harms and
sustain a lasting recovery. Entain’s
donation has, in particular, supported
EPIC Restart’s community network and
the development of a new programme of
support for families.
Gordon Moody: Gordon Moody provides
treatment for those whose lives have
been severely affected by gambling
related harm. Entain’s support went to
improving Gordon Moody’s residential
treatment centres.
The Connection at St Martin’s: Entain’s
support has helped The Connection at
St Martin’s to deliver lifesaving services
to people experiencing homelessness in
Central London. The Connection helps
people who are rough sleeping to move
away from and stay off the streets of
London. The charity provides support for
people’s immediate needs with food, hot
drinks, showers, mental health support,
and physical health services, whilst
building relationships of trust with each
individual, working together to find a
place to call home.
Entain fulfilled its £10,000 annual
commitment to Calpe House in 2024.
Calpe House supports Gibraltar residents
needing to travel to London for diagnosis
and treatment. We are in our third year
of sponsoring a suite at Calpe House
(The “Entain Suite”), which provides a
comfortable, free-of-charge stay for
patients and their escorts. Entain’s
sponsorship aligns with our dedication to
the Gibraltar community.
In 2024, we continued our partnership with
ComputerAid in Kenya, an international
charity aiming to address unequal access
to technology in African countries. Entain’s
support enabled the transition from a Solar
Learning Lab into a full Solar Community
Hub in Kajiado in South Kenya, a space
for communities to access technology and
resources that were previously unavailable
to them. The hub has become a space
of innovation and social impact for the
community, impacting 820 direct and 3,455
indirect beneficiaries, including school
students and community members.
In 2024, the Entain Foundation supported
projects across the globe that you can read
more about in our 2023-24 ESG Report.
Climate strategy update
It has been a year of transition for our
environment programme, which has
included a review of our previously
disclosed climate targets, as announced in
July 2024.
We remain committed to working towards
achieving net zero in our own operations
(Scopes 1 and 2 emissions) and to
continuing our efforts, in partnership with
our suppliers, to try to reduce emissions
in our value chain (Scope 3). However,
evolving challenges and insights mean that
we need to adapt our approach.
In particular, our climate target review
identified challenges in achieving net
zero in relation to our Scope 3 emissions
by our initial target date of 2035, largely
due to supplier and market dependencies.
We have therefore decided to retire our
2035 Scope 3 target, and set revised
targets for Scope 1 and 2 using a 2023
baseline year. Further detail of our new
targets is set out in the box above.
This new baseline year reflects recent
changes to our Group structure due to
acquisitions and represents a more typical
emissions year unaffected by the corona
virus pandemic.
Entain’s Emission Reduction
Targets
Near-term target to reduce Scope
1 and 2 emissions by 42% by 2030
(based on a 2023 baseline)
Long-term target to reduce Scope
1 and 2 emissions by 90% by 2035
(based on a 2023 baseline)
Our ability to achieve these targets
depends on a range of assumptions
and dependencies, some of which
are outside of our control. A key
assumption for our near-term target
is that we will be able to enter
into renewable power purchase
agreements in certain jurisdictions
(including in Croatia, Poland and the
Philippines) on reasonable commercial
terms prior to 2030. Entering into
agreements of this nature replicates
steps we have already taken in the UK,
but our ability to achieve this target
depends on the availability of such
agreements in these jurisdictions.
We remain committed to reporting on
our Scope 3 emissions and working
towards reducing them, including
through tailored and impactful
engagement with our suppliers.
We will also continue to obtain
external verification of our Scope
3 emissions.
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Our progress in 2024
In our first year using our new carbon
accounting software, we have found
that globally our 2024 Scope 1 and 2
emissions have increased when measured
against 2023.
This increase has largely been driven by
recent acquisitions by the Group in Eastern
Europe, where 2024 was the first full year
of activities in regions such as Poland.
The Group has not yet re-baselined 2023
data to account for these acquisitions,
which explains part of the increase in
emissions when compared to 2023.
Across the UK and Republic of Ireland, we
continue to see our emissions decrease
(both market-based and location-based).
Our location-based emissions decreased
by approximately 4% when compared to
2023, with our market-based emissions
decreasing more significantly as we
continued our procurement of renewable
energy in Great Britain and introduced this
in Ireland in 2024.
Data enhancements and verification
Some of the changes to our emissions are
due to updates in our methodology as
we moved to our new carbon accounting
platform. We have also improved data
collection processes, which has increased
the proportion of our emissions that have
been calculated using activity data, as
opposed to estimates or proxy figures.
Scope 3 emissions calculations for 2024
remain underway. Once completed, we
intend to report these through other
disclosure mechanisms and in our 2025
annual report. We have reported our
verified Scope 3 emissions for 2023 in
this report.
We continue to gain external verification
of our emissions reporting across Scopes
1, 2 and 3. See page 58 for our verified
2023 emissions.
Energy efficiency and electrification
We focus on energy efficiency to support
our decarbonisation goals. Our main
sources of energy in our own operations
are our retail shops and stadia. Through our
rolling shop refurbishment scheme, we are
continuing to reduce the emissions from
our shops year on year – through improved
efficiencies in televisions and advertising
boards, appliances, lighting, heating,
and cooling. In some markets, such as
Belgium, we have established processes to
control shop power consumption centrally
– to avoid wasting power overnight.
We will continue to implement energy
savings opportunities raised through our
ongoing Energy Savings Opportunity
Scheme audits.
Electrification is key for our decarbonisation
strategy and our most feasible way of
decreasing our fossil fuel use. We are
currently looking at the viability of sourcing
renewable electricity in our key markets
globally and in 2024 we secured a
renewable energy contract in Ireland.
The UK has had significant success in
procuring electricity from renewable
sources. Our renewable energy
procurement in the UK has increased from
less than 5% in 2019 to 99% in 2024.
Initiatives to support the transition in the
UK include:
Signing a five-year power purchase
agreement, ensuring all energy
consumed in our offices, retail estate and
stadia is sourced from renewable sources
Transitioning our fleet to hybrid or
electric vehicles and moving away from
fossil fuel powered transport. Our EV
mileage in 2024 has doubled against
2023 mileage data
Transitioning away from gas boilers in
our retail estate
Engagement
To achieve our decarbonisation goals,
we engage internally and externally
with our partners. We want to bring all
colleagues along with us, as well as put
sustainability front-of-mind when it comes
to decision making that may influence
our carbon footprint. Our approach to
engaging colleagues includes global
communications campaigns, as well as
identifying appropriate capacity building
and training opportunities.
In 2025, we plan to expand our global
internal network building a collaborative
global community to support our country-
level plans. This will also include working
with key decision makers across the
business to support environmental data
gathering and implementing our in-country
plans in priority locations, building on our
decarbonisation successes in the UK.
Creating a sustainable supply chain
Our commitment to ethics and sustainability
extends to our business partners. We work
closely with our suppliers to support
them on their decarbonisation journey
and to protect human rights beyond
our operations. Our expectations on our
suppliers are laid out in our Supplier Code
of Conduct. Agreeing to this Code is a
requirement for providing goods and/or
services to Entain.
In 2024, we launched several projects to
strengthen our supply chain responsibilities.
We rolled out our carbon emissions
accounting platform, Normative, to improve
our global collection, calculation and
reporting of our carbon emissions, including
those of our suppliers. This platform also
supports our understanding of our supply
chain Scope 3 emissions. We started our
partnership with Supplier.io, our supplier
diversity platform, to review and report on
the diversity of our UK suppliers. We also
deploy Supplier.io to source diverse
suppliers to work with Entain.
We further embedded our sustainability
platform, EcoVadis, to build our
understanding of the sustainability
practices of our supply chain. EcoVadis,
which is now embedded within our tender
process, allows us to evaluate our suppliers
and set corrective action plans across four
topics – environment, labour and human
rights, ethics, and sustainable procurement.
The platform also provides our suppliers
with e-learning training and material on
a self-service model. Now in its second
year, we have increased the proportion
of suppliers by spend on the platform
whereby 46% (2023: 35%) of our in-scope
supplier base by spend have been enrolled
and assessed.
In 2024, we commenced implementation
of our 2024-2026 Modern Slavery Strategy
(see entaingroup.com/sustainability-esg).
In partnership with GoodCorporation, we
conducted an extensive risk assessment
across almost 3,000 of Entain’s suppliers,
to identify the highest modern slavery
risks in our supply chain. Following the risk
assessment, a supplier self-assessment
questionnaire was launched to gain further
transparency into their operations. We plan
to engage with deemed high-risk suppliers
directly in 2025. We also enhanced our
performance in CCLA’s independent annual
modern slavery statement benchmarking
exercise, advancing our assessment from
Tier 3 to Tier 2.
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Promoting Grassroots,
Disability and
Women’s Sports
Entain is passionate about sports and is
proud to support amateur and professional
athletes of all ages, backgrounds and
abilities to chase their dreams.
In the UK, we are proud of our long-term
partnership with SportsAid, issuing more
than 300 financial awards to young British
athletes since 2019. We empower a
diverse cohort of sports people nationwide,
with a close to even gender split, 50%
of our athletes with disability and 12%
coming from ethnic minority backgrounds.
Since 2019, we have donated over
£450,000 to SportsAid.
2024 took us into our fifth year of our
Pitching In initiative, launched in 2020, to
support and develop grassroots sports in
the UK, helping non-league clubs improve
their facilities. The programme works with
the Trident Leagues and is a founding
partner of the Trident Community Fund.
300 positions have been processed
through the Pitching In volunteer hub,
helping to bring a new generation of
volunteers to the clubs. Since 2020,
we have invested over £2.5m in the
partnership, enabling clubs to engage
in vital community-based projects and
invest in their local areas.
Our
Sustainability
strategy in
action
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88.55%
2.50%
5.82%
1.97%
0.02%
1.14%
Category 1b
Purchased goods &
services (non-product)
Category 3
Fuel and
energy-related
activities
Category 4
Upstream
transportation &
distribution
Category 5
Waste
Category 6
Business travel
Category 7
Employee commuting
339,654
9,598
22,342
86
7,543
4,362
Scope 1 Scope 2 (market-based)
2024
22,379
19,002
16,565
7,455
14,924
5,566
13,436
4,414
12,151
2023
2022
Data assured by the Carbon Trust Assurance Limited (CTA) to limited assurance in accordance with CTA’s
assurance methodology based on ISO 14064-3:2019.
2024 Scopes 1 and 2 will be independently assured by a third-party subsequent to the publication of this report.
These statements are available entaingroup.com/sustainability-esg.
Sustainability at Entain
Our emissions
Our Scope 1 and 2 emissions (market-based)
Our Scope 3 emissions 2023
Note: 2024 emissions are not assured and subject to change as a result of the assurance process planned for 2025.
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Our ESG Key Performance Indicators
Be a leader of player protection
KPI/metric
2024
2023
2022
% contributions of GB GGY to RET
1%1
1%
0.75%
Cash and in-kind contributions towards responsible betting and gaming initiatives (£)
15.6m
20.8m
18.3m
Customer complaints2
2,457
3,927
4,215
Customer complaints specifically related to a betting and gaming transaction2
1,030
715
629
Self-exclusions made2,3
48,866
53,745
60,261
1. This totals £18.6m. All payments are to be made by October 2025.
2. Data covers all Great Britain licenses.
3. Data only includes self-exclusions made via Entain’s own processes (e.g., via customer services) and does not include third-party self-exclusion schemes such as, for example,
GAMSTOP (National Online Self-Exclusion Scheme) and the Multi-operator Self Exclusion Scheme. This information has been obtained from Entain’s Regulatory Returns.
Provide a secure and trusted platform
KPI/metric
2024
2023
2022
% of revenues from domestically regulated or regulating markets
100%
100%
100%
Number of markets exited with no clear path to a sustainable and safe regulated betting
and gaming industry
2
5
9
% of operations certified under ISO270014
81.5%
80%
n/a
% of Technology budget dedicated to Cybersecurity5
12.0%
3.2%
n/a
Impact of security incidents (£)6
0.7m
0.7m
3.6m
4. We use employee headcount to evaluate the scope of our ISO27001 certification.
5. It excludes Software development and Product costs.
6. Cost of security incidents between Q4 2023-Q3 2024.
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Foster an inclusive culture
KPI/metric
2024
2023
2022
Employees worldwide (headcount)7
30,639
29,582
28,940
Employees worldwide (FTE)
24,909
23,650
24,195
Female employees
14,091
13,645
13,479
% female employees
46%
46%
47%
Part-time employees
9,685
9,968
9,754
% part-time employees
32%
34%
34%
Median hourly pay difference between male and female colleagues (Gender Pay Gap)8
4.3%
4%
3%
Mean hourly pay difference between male and female colleagues (Gender Pay Gap)8
14.1%
16%
17%
Median bonus pay difference between male and female colleagues8
36.5%
44%
39%
Mean bonus pay difference between male and female colleagues8
42.4%
65%
66%
Females in all management positions (as % of total management workforce)
37%
37%
37%
Females in junior management positions (as a % of total junior management workforce)
39%
39%
40%
Females in technical roles9
27%
28%
31%
Female managers in revenue generating functions10
40%
40%
42%
UK-based employees who have confirmed being part of an ethnic minority background, as a
percentage of UK employees that have reported their ethnicity11
19.7%
15%
14%
UK-based employees who have confirmed as being part from an ethnic minority background
9%
7%
7%
Employee age groups:
<30
33%
35%
37%
30-50
48%
47%
46%
50+
15%
15%
14%
Unknown
4%
3%
3%
Employee contract types:12
Permanent
97.4%
99%
99%
Fixed-termed
0.3%
0.1%
0.1%
Contractors
2.3%
1%
1.5%
Customer Satisfaction13
74%
78%
60%
Average hours per employee of training and development
16.4
13.0
8.1
Employee turnover – all
25%
28%
36%
Employee turnover – voluntary
17%
20%
27%
Whistleblowing incidents reported and investigated
125
65
51
Whistleblowing incidents reported and investigated, broken down by topics:
Fraud and theft
16
12
5
Code of conduct
62
32
23
Procedural non-compliance
24
15
12
HSSE
3
1
3
HR Grievance
20
4
7
Not provided
0
1
1
Accidents
547
603
624
Employee work-related injuries
70
72
112
Employee reportable incidents
10
5
5
Public work-related incidents
4
5
11
Public reportable incidents
0
0
2
Robberies14
56
50
73
Incidents of anti-social behaviour14
6,506
6137
5,979
Incidents of assault14
281
452
240
Absenteeism rate
4.2%
4%
5%
% of internal hires
17.1%
23.8%
19%
Employee engagement score15
77%
n/a
74%
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Sustainability at Entain
Positively impact our communities
KPI/metric16,17
2024
202318
2022
Total energy consumption (kWh),
131,777,579
116,213,551
125,026,096
UK
80,524,245
77,967,379
82,641,345
Rest of the world (ROW)
51,253,334
38,246,172
42,384,750
Absolute direct emissions (Scope 1) – (tCO2e)
7,455
5,566
4,414
Absolute indirect emissions (Scope 2, location-based) – (tCO2e)
27,426
25,751
26,846
% of purchased electricity from renewable sources19
72.9%
69.6%
66.4%
Absolute GHG emissions – direct and indirect: location based (tCO2e)
34,881
31,317
31,259
UK
15,667
15,118
15,569
ROW
19,214
16,200
15,690
Absolute GHG emissions20 intensity per employee (tCO2e/headcount)
1.38
1.06
1.08
Absolute indirect emissions (Scope 2, market-based) – (tCO2e)
14,924
13,436
12,151
Total GHG emissions – direct and indirect: market based (tCO2e)
22,378
19,001
16,565
UK
207
2,876
1,980
ROW
22,171
16,125
14,585
Total Scope 3 GHG emissions (tCO2e)21
383,585
346,051
Category 1: Purchased Goods & Services
339,654
312,603
Category 3: Fuel and energy-related activities
9,598
15,726
Category 4: Upstream Transportation & Distribution
22,342
7,873
Category 5: Waste
86
101
Category 6: Business Travel
7,543
5,292
Category 7: Employee Commuting
4,362
4,456
Waste generated (tonnes)22
3,590
4,123
4,624
Supplier spend
£3.0bn
£2.8bn
£2.7bn
Number of suppliers23
9,702
12,613
12,006
% of in-scope suppliers onboarded onto EcoVadis24
46%
35%
n/a
7.
Data for 2024 includes contractors in total headcount. Includes employees of the Group’s BetMGM JV. Previous years contractors were excluded from the total workforce.
8. Data covers UK colleagues only. Data is based on a snapshot date of 5 April for the year stated, which aligns with our public reporting requirements via the UK’s Gender Pay
Gap Reporting.
9. Females in technical roles (as a % of total technical roles) Technical roles are defined as all roles in Function Group “Product & Technology” excluding function Customer Ops.
10. Following changes in the business, revenue generating functions are now defined as functions Ladbrokes.au/Neds, Core, BetCity, Crystalbet, Enlabs, Eurobet, Labrokes.be,
Latam, Retail & Stadia, and BetMGM.
11. This 2024 data is based on a sample of 47% of UK-based Entain employees who have provided us with their ethnicity information. To prevent us from over or understating the
ethnic diversity of our employees, we report this data in two ways. We report on both the percentage of the sample that identifies as being from ethnic minority backgrounds, as
well as the number of those confirmed to be identifying as from an ethnic minority background as a proportion of all UK employees.
12. As a percentage of the total number of employees.
13. Our methodology to measure Overall Customer Satisfaction involves intercepts on our website, customer interactions with our Support teams, and new customer responses to
our onboarding process.
14. All security incidents are from UK & Ireland apart from; 4 robberies and 1 assault recorded in Belgium; 4 assaults in Poland; – 1 assault in the Philippines; 11 robberies Croatia.
Years prior to 2024 do not include incidents from Croatia and Belgium.
15. We measure employee engagement based on the results of the annual Your Voice survey, using the combined average score of two survey questions (“I would recommend
Entain as a great place to work” and “How happy are you working at Entain?”). The 2023 survey was postponed to January 2024, which is the basis for the 2024 data.
16. Coverage of energy consumption and emissions data is 100% for the UK, with some data gaps in our global operations, where we scale up our emissions to provide a global
estimate of Scope 1 and 2 emissions. To do this, we scale up our emissions data based on estimates of gaps using headcount figures and an understanding of the nature of
operations where the data is not available. For 2024, we used the same coverage as 2023 to provide a like-for-like comparison, based on the fact we collected data for the same
operations. This approach was taken for energy consumption related to both Scope 1 (company vehicles, gas, and fuel) and Scope 2 emissions (purchased electricity).
17. 2022 and 2023 figures have not yet been re-baselined due to recent acquisitions.
18. 2023 emissions and energy information may have changed from the information provided in the 2023 Annual Report. This is because of estimates used to cover gaps in data
at the time of reporting that have since been closed. Scope 1, 2 and 3 figures for 2023 shown in this report reflect the figures that have been independently assured since the
publication of the 2023 Annual Report.
19. Purchased electricity from renewable sources only includes electricity purchased that was actively sourced from renewables. All remaining electricity used by Entain is sourced
from the local grids where we operate.
20. Emissions are calculated using the GHG Protocol Corporate Accounting and Reporting Standard. Consumption data has been converted to GHG emissions using latest available
UK Government emissions factors and 2023 IEA emissions factors for non-UK grid electricity. Emissions reported above are calculated using an operational control boundary.
21. Scope 3 emissions data disclosed has been verified by the Carbon Trust to ISO 14064-3 for 2023 and 2022. 2024 data was not available at the time of reporting but will be
disclosed later in 2025 on the Group’s website entaingroup.com/sustainability-esg.
22. Waste data is sourced from our operations in the UK. This makes up 47% of our overall headcount. These figures are not prorated to 100% coverage.
23. Excludes intercompany transfers and subsidiary entities that don’t sit in Entain’s ERP Oracle platform, including Angstrom, 365Scores, STS, SuperSport and Crystalbet.
Includes non-addressable spend items associated with taxes.
24. In-scope suppliers are determined based on internal criteria that excludes spend such as intercompany transfers, non-addressable spend such as spend associated with taxes,
joint venture suppliers, and low-spend suppliers.
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Taskforce for Climate-related Financial Disclosures (“TCFD”)
In line with the “comply or explain” obligation
under the UK’s Financial Conduct Authority
Listing Rules, the Group can confirm it is
fully compliant with nine of the eleven TCFD
recommendations and partially compliant
with disclosures a) and c) of the Metrics
and Targets pillar. Where we are partially
compliant, we continue to develop and
mature our approach. In Table 1 below, we
outline our assessment of compliance with
the TCFD.
We have made progress in integrating
climate-related risks into our group
enterprise risk management (“ERM”)
framework. We continue to evaluate the
current and potential impact of our relevant
climate-related risks on the Group, and
the adequacy of our control actions, in line
with our ERM approach as described on
pages 83 to 87. Using the outcomes of our
scenario analysis and supporting reviews,
we update our assessment of climate-
related risks and opportunities on an annual
basis to identify those that are the most
significant to the Group. This process has
enabled us to refine our analysis over time,
and revise our list of climate-related risks
and opportunities accordingly.
We will continue to assess the impact of
climate-related risks on the Group and
across our different markets and further
embed climate-related considerations
into the Group’s financial planning and
relevant business strategies, such as our
Key Locations Strategy and our approach
to technology resilience, which determines
where we will operate in the future.
This includes considering additional Entain-
specific scenarios, metrics and targets
to monitor our climate-related risks and
opportunities (to address compliance with
disclosures a) and c) of the Metrics and
Targets pillar), particularly the potentially
material physical risks outlined in Table 2.
This statement was developed by following
the guidance in Section C of the TCFD
Guidance Document: Implementing the
Recommendations of the Task Force on
Climate-related Financial Disclosures.
Table 1 is structured against the four pillars
of the TCFD framework: Governance,
Strategy, Risk Management and Metrics
and Targets. Table 2 summarises our
potentially material climate-related risks
and opportunities and their estimated
impact on the Group. Table 3 outlines the
climate change scenarios used to develop
our climate-related risks and opportunities.
In this section, Entain discloses its approach to identifying, assessing, and
managing climate-related risks and opportunities under different scenarios.
Climate-related financial disclosures aligned with the TCFD recommendations
Table 1
Key:
FC Fully Compliant
PC Partially Compliant
Governance
a) Describe
the board’s
oversight of climate-
related risks and
opportunities
FC
The Board has ultimate accountability for the long-term climate change strategy of the Group,
including considering climate-related issues, investments, opportunities and risks.
The Board delegates oversight of the Group’s sustainability agenda to the Sustainability and
Compliance Committee. The Group’s environmental strategy is part of the sustainability agenda and
includes the identification, monitoring and assessment of climate-related risks and opportunities.
The Sustainability and Compliance Committee recommends matters for consideration, review and
approval to the Board as appropriate.
In 2024, climate-related matters were discussed at all five of the Sustainability and Compliance
Committee meetings, with dedicated sessions related to climate change at three of these meetings.
b) Describe
management’s
role in assessing and
managing climate-
related risks and
opportunities
FC
The Group General Counsel is accountable for the day-to-day oversight of climate-related risk
management, and discharges this responsibility with the support of the Group Risk Committee.
Periodic reports are provided to the Sustainability and Compliance Committee, including in
relation to climate-related issues, investments, opportunities and risks as appropriate. A cross-
functional working group is assembled annually to assess and review the climate-related risks
and opportunities for Entain. In considering these issues, this working group adopts the Group’s
enterprise risk management (ERM) methodology to ensure consistency of this evaluation exercise
with the rest of the Group’s enterprise risk management programme.
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Strategy
a) Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium, and
long term
FC
Table 2 on page 66 provides a description of the specific climate-related risks (both physical and
transition) and opportunities that have the potential to impact Entain over the short, medium, and
long term.
In previous years, we have disclosed the climate-related issues identified in our scenario analysis.
Based on our most recent climate risk review, and in line with Principle 1 of the TCFD’s Fundamental
Principles for Effective Disclosure, this year we have disclosed only the climate-related risks and
opportunities that we deem to have the potential for a material impact on Entain. This review
included sharpening and clarifying the language of our risks and opportunities, and revising the
impact and timeframes of our key risks based on insights from the workshop. The review also found
that no climate-related opportunities that could have a material impact on the Group have been
identified.
Our climate-related risks have been analysed qualitatively using Entain’s current ERM methodology,
with adjustments to align with the TCFD recommendations. Risks and opportunities were assessed
considering three climate scenarios (see Table 3) and time horizons (see below). All climate-related
risks and opportunities were assessed using a five-point impact scale: very low, low, medium, high
and very high impact. In assessing each risk and opportunity we considered financial, operational
(including impact on products and services), reputation/brand, and health and safety impact criteria
as per the ERM approach adopted. The Group defined material climate-related risks as those that
have the potential to have a medium or above impact on the ability of Entain to achieve its strategic
objectives, and these risks are described in Table 2.
We understand that climate-related risks and opportunities can have longer-term time horizons
that span beyond typical enterprise risk management and business planning processes. In 2024,
we reviewed our timeframes used to assess climate-related risks and opportunities. These were
adjusted to take into account our strategic planning cycle and longest-term (environmental) strategic
commitments (being our Scope 1 and 2, 2035 net zero targets):
Short (0-3 years)
Medium (3-10 years)
Long (10+ years)
b) Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy, and
financial planning
FC
In Table 2, we describe the potential impact of climate-related risks and opportunities on the Group’s
businesses, strategy, and financial planning in the short-, medium- and long-term (see section above
for definitions).
Managing our climate-related impacts forms part of our sustainability strategy. However, as
our business model does not include high-emissions activities, climate-related issues have not
notably impacted the Group’s corporate strategy or financial planning. However, some tactical
decisions with minor (and therefore not disclosed in our financial statements) financial and strategic
implications have been made based on climate-related issues. For example:
Continuing to invest in our green electricity tariff for the UK Retail estate, and in 2024 expanding
this to the Republic of Ireland.
Investing in a renewable Power Purchase Agreement (“PPA”) in the UK to secure renewable
energy at a fixed price to gain energy price certainty.
Updating our company car scheme in the UK to support transitioning our fleet to Hybrid or
Electric Vehicles and moving away from fossil fuel powered transport.
Reviewing our decarbonisation strategy and targets, based on the feasibility of achieving our
historical targets.
Our approach to decarbonisation, including our targets, is disclosed on page 56.
c) Describe the resilience
of the organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario
FC
In Table 2, we describe the Group’s strategic response and resilience regarding the climate-related
risks and opportunities identified. The potential impacts outlined in Table 2 present the outcome
of a recent review of the previously identified risks and opportunities in previous reporting years.
These risks were again reviewed using our integrated ERM approach. The risks outlined in Table 2
are the risks assessed as having the potential to have a material impact (in line with the materiality
threshold described above).
These risks and opportunities have been identified and assessed against three climate change
scenarios (see Table 3) developed by Entain based on public climate change scenarios from the
IPCC, IEA and PRI. This includes a low-carbon transition scenario consistent with limiting global
temperature rise to under 2C, as well as scenarios consistent with increased physical climate
hazards.
Our analysis has raised risks that have not yet been deemed to be Principal Risks in and of
themselves, but climate change may become a factor in affecting the impact of our current Principal
Risks. Therefore, the climate-related risks and opportunities identified are emerging and/or
operational risks that will continue to be monitored and evaluated as disclosed in the section below.
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TCFD
Table 1
continued
Key:
FC Fully Compliant
PC Partially Compliant
Risk Management
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks
FC
We conduct annual workshops to review and update our assessment of our main climate-related
risks, considering those identified in previous scenario analysis workshops, and identifying any
new risks and opportunities to be considered. These workshops bring together a cross-functional
group of leaders from around Entain, along with an external consultancy with expertise in climate
resilience. These workshops have been convened by Entain’s Group Risk function and Group Head
of Environment.
Risks and opportunities are identified and assessed using Entain’s ERM methodology, which allowed
us to establish the relative significance of climate risks in relation to other risks. We consider climate-
related risks and opportunities based on the scenarios outlined in Table 3, as well as emerging
trends, regulations, and examples. We consider their potential financial implications, operational
impact (including impact on products and services), effect on the reputation of our brands, and
whether it may affect our commitment to health, safety, security, and wellbeing.
Based on this assessment, any climate-related risks that have the potential for a medium or above
impact on the Group is deemed as material and disclosed in Table 2.
b) Describe the
organisation’s
processes for
managing climate-
related risks
FC
Climate-related risks are identified and assessed by applying the same methodology as that applied
across our Group ERM programme. Applying our ERM methodology enables us to articulate the
risks, their causes and consequences, and the proactive and reactive controls (existing and required)
that are needed to reduce risk to an acceptable level.
The outcomes of the processes described has allowed us to prioritise our significant climate-related
risks and opportunities. The management of these risks will be integrated into our functional and
divisional risk registers in 2025, with these updates being incorporated as part of the Group’s wider
ERM review.
c) Describe how
processes for
identifying, assessing,
and managing
climate-related risks
are integrated into the
organisation’s overall
risk management
FC
The process for identifying and assessing climate-related risks is integrated into our overall ERM
framework, with the Group Risk Function being a key participant in specific climate-related risk
workshops that are undertaken on an annual basis. As the Group intends to review its ERM
programme in 2025, the climate-related risks and opportunities identified in our climate risk
workshops will be integrated into functional and divisional risk registers in line with any updates
to the ERM approach that arise from this review. We also note that natural disaster risks related to
technology disruption (which includes extreme weather events) are incorporated into our Technology
Resilience Policy (see Table 2, below).
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Metrics and Targets
a) Disclose the
metrics used by
the organisation
to assess climate-
related risks and
opportunities in line
with its strategy and
risk management
process
PC
Entain uses the following metrics to monitor its performance in managing transition risks and
progress against its climate targets:
Scope 1 and 2 greenhouse gas emissions
Scope 3 greenhouse gas emissions
Global energy consumption
Percentage of electricity purchased on renewable energy contracts
We report our performance against these metrics on page 61. We disclose figures for the past three
financial years (FY24, FY23, and FY22) and we describe the methodologies used to calculate them.
Upon review of our climate-related disclosures from the previous year, while Entain has undertaken
qualitative assessment of its climate-related risks and opportunities, we have not yet established
quantitative KPIs for monitoring and reporting our exposure to the physical climate-related risks
(disclosed in Table 2 below). As such, we have determined that we are not “fully compliant” with all
requirements of the Metrics and Targets (a) and (c) Recommendations. This is because these metrics
and targets do not yet cover all relevant climate-related metric categories.
As we continue refining the management of our climate related risks and opportunities, we may
include other Entain-specific scenarios and climate-related metrics, such as those within the TCFD’s
cross-industry categories. Future inclusion of such metrics is dependent on data availability, and any
available metrics’ relevance to our key risks identified.
Entain does include non-financial metrics within its remuneration framework for performance in
relation to its most significant non-financial topics (see page 58), however this does not currently
include climate-related topics.
Entain does not currently have an internal carbon price.
b) Disclose Scope 1,
Scope 2, and, if
appropriate, Scope 3
greenhouse gas
(GHG) emissions, and
the related risks
FC
On page 58, we disclose our Scope 1 and 2 greenhouse gas emissions for the financial years
2024, 2023, and 2022, showing historical trends and intensity metrics. We discuss changes in
our emissions over time in the Sustainability section of the report. We also disclose our Scope 3
emissions for 2023 and 2022, which have been assured by the Carbon Trust. Our 2024 Scope 3
emissions were not available at the time of the release of the Annual Report, but will be assured
prior to the publication of our 2025 Annual Report, with the assured figures to be disclosed in our
2025 Annual Report.
c) Describe the
targets used by
the organisation
to manage climate-
related risks and
opportunities and
performance
against targets
PC
We use the GHG Protocol Corporate Standard and GHG Protocol Corporate Value Chain (Scope 3)
Standard as our methodology, using the “operational control” boundary to disclose this information.
We commission third-party limited assurance of our Scope 1, 2, and 3 data. Assurance of our Scope
1 and 2 information has taken place since 2019. The Carbon Trust has recently provided limited
assurance of our Scope 3 emissions data for 2022 and 2023. These assurance statements are
available on the Entain website.
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Table 2: Our most significant
climate-related risks
TCFD
Category
Principal risk
link
Risk description
Scenario
Timeframe1
Strategic response and resilience
Acute
physical
risk
Trading
Liability
and Pricing
Management
Adverse and variable
weather increasingly
affects sports
and other events,
disrupting key betting
markets.
All
All three
scenarios in the
short-term, but
more severe
in the longer
term under
the 3-degree
scenario.
Short-term
onwards
As a global sports betting business, Entain
facilitates betting and gaming across multiple
geographies with betting opportunities
available on tens of thousands of different
events in any given week. The diversification of
our trading markets helps us mitigate this risk.
Acute
physical
risk
Operational
risk (not directly
aligned with a
Principal risk)
Extreme weather
directly impacts
our key operational
locations, causing
damage and
disrupting operational
continuity.
Short-term
onwards
Resilience to physical climate-related risks
is incorporated into the management of
our current Group Significant Risk – Loss of
Key Locations. Business continuity plans
and arrangements for off-site data storage,
alternative system availability and remote
working for key operational colleagues and
senior management have been tested to
certain extents throughout the Covid-19
pandemic and continue to be subject to
ongoing review.
Acute
physical
risks
Maintain
Technology
Platform
Resilience
Extreme weather
impacts our critical
digital value chain,
disrupting our ability
to maintain online
operations, trading,
and customer
experience.
Short-term
onwards
Entain has in place a Disaster Recovery Policy
that outlines our approach to protecting
our digital infrastructure from disruptions
and downtime. To deliver on the aims of the
Policy, we have in place a disaster recovery
programme. As part of this programme our
technology function considers how to improve
the resilience of our technology platform to
natural disasters, which includes disruptions
related to climate change.
We also consider resilience when evolving
the architecture of our technology stack. We
ensure that all centralised critical infrastructure
has a backup data centre in the event of a
disruption. We are also in the process of rolling
out additional backup with cloud service
providers. In some markets where we operate,
we are required by regulators to locate our data
centres within the geographical boundaries to
serve customers within that market. In these
cases, data centres may be less resilient to
extreme weather events, but any incidents
would be isolated to that market, reducing
the impact of any event on the Group. In
high-priority markets where this regulation
is in place, we have established backup data
centres to further mitigate this risk.
Our technology infrastructure is sited within
third party facilities, where we lease space
for our equipment. We select tier 3 or higher
data centre providers (based on the Uptime
Institute’s Tier Standards, where tier 4 is the
highest) who align with our high standards
for security, redundancy and resilience. These
facilities offer robust protections, including
redundant power, cooling and network
connectivity, ensuring high availability for our
critical operations.
2. The timeframe references the shortest time frame in which this risk or opportunity has the potential to manifest.
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Entain’s climate change scenarios
Table 3: Climate change scenarios considered
Three climate change scenarios have been developed and used to identify and assess potential climate-related risks and opportunities.
These have been tailored for the Group, based on a combination of evidence and data, primarily sourced from public climate change
scenarios developed by the Intergovernmental Panel on Climate Change (“IPCC”), the International Energy Agency (“IEA”), and the
Principles for Responsible Investment (“PRI”).
Scenario
Basis
Description
1.5°C
RCP2.6/SSP1
PRI IPR: 1.5C Required Policy Scenario
Action taken has achieved the aims set out in the 2015 Paris Agreement to
limit climate change rise to well below 2°C (with a stretch target of 1.5°C),
requiring deep, gradual shifts in policy, technology, and consumer behaviours.
2.0°C
RCP4.5/SSP2
PRI IPR: Forecast Policy Scenario
Some action has been taken, in line with existing policies, but it has lacked the
coordinated ambition required to achieve current global commitments. This
creates an uncertain context and growing physical climate threats over time.
3.0°C
RCP6.0/SSP5
Economies around the world have continued to be powered by fossil fuels.
As a result, global warming continues unchecked, leading to increasingly
widespread and severe climate conditions and events.
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TCFD
1
The Board recognises the importance of effective governance and operates in
line with the UK reporting regulations. The information below should be read in
conjunction with the rest of the Strategic Report.
In addition, the Remuneration Committee
assesses the overall performance of
the Group, including progress against
its responsible betting and gaming
ambitions as well as delivery against its
Environmental, Social and Governance
(“ESG”) strategy to support decision making
on remuneration outcomes.
To ensure that the Group continues to
operate in line with good corporate practice,
Directors as part of their induction receive
training on the scope and application of
Section 172 to ensure that they are aware
of how a Board, in its decision making, must
consider its stakeholders.
Our approach
The Board believes in the importance
of engaging in effective communication
with all of its stakeholders. Depending on
the nature of the issue in question, the
relevance of each stakeholder group may
vary and not every decision the Board
makes will necessarily result in a positive
outcome for every stakeholder.
At each meeting the Board ensures that the
process of considering its stakeholders is
embedded in papers it receives to enable it
to discharge its duties. The Board monitors
the progress and delivery of strategic
initiatives through metrics reported
in meetings.
Section 172 of the Companies Act 2006
imposes a general duty on Directors to act
in a way that they consider, in good faith,
to most likely promote the success of the
Company for the benefit of shareholders
as a whole. The Directors in setting
policies and strategies continue to have
regard to the interests of the Group’s
employees, shareholders, investors,
suppliers, customers and regulators,
including the impact of its activities on the
community and on the Group’s reputation.
These factors underpin the way in which
the Directors discharge their duties and
the Board is cognisant of the need to
engender strong relationships with all
stakeholders to help the Group deliver its
strategy and support its long-term values
including sustainability.
Engaging with stakeholders
Colleagues
Board members took part in a wider
variety of virtual and face-to-face
employee events in 2024, all designed
to listen and connect directly with
our people.
Board members took part in a wider variety
of virtual and face-to-face employee events
in 2024, all designed to listen and connect
directly with our people.
Our National Employee Forums represent
over 15,000 employees across five Forums:
GB Retail, Gibraltar, Ireland, Stadia and UK
Office. These Forums enable our people to
discuss how their teams connect with the
company purpose, strategy and values,
as well as discussing topics that directly
impact them and their colleagues.
Virginia McDowell is our appointed
Designated Workforce Director, a position
she has held since 2019. Virginia regularly
meets with our Employee Forums, which
enables her to provide the Board and its
Committees with informed feedback and
insight into the realities of everyday working
life at Entain.
In January 2024, Virginia McDowell and
Rahul Welde (Independent Non-Executive
Director) attended the National Forum AGM
in January 2024, with 80 National Employee
Forum Reps. They also joined the Global
Engagement Conference, with over 40
engagement champions from 22 locations.
In June, Barry Gibson (then Non-Executive
Chair), Amanda Brown (Independent
Non-Executive Director) and Rahul Welde
joined GB Retail Employee Forum Reps for
a listening session. On the same day, all
employees were invited to join the Board
for a virtual global Town Hall. Stella David,
Interim CEO, led the session and was joined
by Barry Gibson, Rahul Welde, Amanda
Brown, David Satz (Independent Non-
Executive Director), Pierre Bouchut (Senior
Read more: pages 50-53.
Independent Director) and Ricky Sandler
(Non-Executive Director). Questions from
the audience focused on performance,
regulation and strategy.
In October, Stella David, Virginia McDowell
and Helen Ashton (Independent Non-
Executive Director) joined the second
2024 Global Engagement Conference and
participated in a 90-minute session.
In December, Stella David, Virginia
McDowell, and Helen Ashton met teams
from across the business in London, for
a Board employee engagement day.
Sessions included meeting Retail Forum
Reps, DE&I network leads, spending time
with the Trading team plus meeting UK
Office Employee Forum Reps and the
Wellbeing team.
In addition, we regularly hold hybrid virtual
and physical “townhall” meetings through
which our CEO, Board Directors and
senior management provide updates and
dialogue with our colleagues.
We believe that by encouraging and
supporting a diverse workforce where
individuals can thrive and succeed no
matter their background, is the best way
to maximise our talent pool and better
represent our global customer-base.
We do not discriminate on the basis of age,
disability, gender or gender reassignment,
pregnancy or maternity, race, religion or
belief, sexual orientation or marriage/
civil partnership.
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Entain plc Annual Report 2024
3
2
Customers
Our customers’ interests range from
product availability, ethical behaviour,
service, pricing and promoting
responsible attitudes to betting and
gaming. The Group, as part of its
commitment to safer betting and
gaming, engages through initiatives
such as Responsible Gambling Week,
where responsible betting and gaming
messages dominated our websites and
social media channels.
Shareholders
We strive to provide the Group’s investors and shareholders with an accurate and comprehensive view of the financial
performance of the business as well as a clear presentation of our performance against our ESG objectives and sustainability
objectives. The Group undertakes regular conference calls and meetings with investors through roadshows, investor conferences,
one to one and group calls, publication of the Annual Report, dedicated ESG Report, press releases and Stock Exchange
announcements. In 2024, the Group conducted a total of 451 investor interactions, as well as attending 20 conferences,
roadshows and “fireside chats”, engaging with 258 unique institutions. These interactions involved a combination of the CEO,
CFO, the Chair, the Director of IR, members of the IR team and other management as appropriate.
The Board receives feedback on
shareholder views through a variety of
channels, including following regular
meetings throughout the year between
shareholders, our Chair and executive
management. In addition to providing
the Board with updates on shareholder
discussion topics as part of its regular
Board reports, over the past year the
investor relations team conducted several
feedback exercises to enable us to better
address investors views. This feedback
was presented to the Board during the year
and actively influences our approach to
shareholder communication.
In addition, Board members listen in
to results and trading updates held by
the Group for analysts and institutional
investors and can hear directly the
questions and comments on Company
performance and are kept abreast of
relevant newsflow and commentary on the
Company throughout the year.
Read more: page 96.
Read more: pages 42-45.
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Entain plc Annual Report 2024
Engaging with
stakeholders
4
5
Engaging with
stakeholders
Suppliers
The Group strives to work responsibility with its suppliers through regularly reviewed
policies and processes by sourcing goods and/or services in a fair, ethical and
sustainable way. Through 2024, we launched multiple projects this included our
carbon emissions accounting platform, Normative, to strengthen our global collection,
calculation and reporting of our carbon emissions including those of our suppliers.
We utilised our supplier diversity platform, Supplier.io, to both review and report
our existing UK supplier diversity and provide a platform to source diverse suppliers.
We also launched our modern slavery strategy by actioning both; an extensive
supplier risk assessment for all in-scope global suppliers to identify potential higher-
risk suppliers, and, conducting a supplier self-assessment questionnaire with
suggested improvements provided.
Our Communities
Entain has committed to investing £100m
over five years (2021-2025) to support a
range of initiatives and good causes in
areas including safer betting and gaming
measures, investment in grassroots
sport, reducing environmental impact,
diversity in technology and projects with
a clear link to our local communities.
A flagship project of Entain Foundation is
the Group’s Pitching In grassroots sport
investment programme. Through Pitching
In, Entain supports the Trident Leagues in
the UK, which is made up of more than 250
clubs at the heart of England’s non-league
football pyramid. The Foundation also
supports a range of projects to promote
diversity in and through technology
and partnered with ComputerAid in
2024 to deliver community hubs in sub-
Saharan Africa. The Company provided
a comprehensive update to stakeholders
through the publication of its 2023-24
ESG Report.
As part of a holistic approach to embed
a responsible and sustainable supply
chain, we continue to engage and promote
EcoVadis to our suppliers, the world’s
largest supplier sustainable ratings and
improvement platform. The EcoVadis
platform enables us to evaluate suppliers’
current sustainable operations and set
corrective action plans across four pillars
– environment, labour and human rights,
ethics and sustainable procurement.
The Board has overall oversight of
corporate responsibility planning and
reporting as well as involvement in
corporate affairs strategy which is
delegated to the Sustainability and
Compliance Committee. The Group also
works with external consultants which
assist the operational units and review the
environmental and social performance data.
Our supplier interests range from fair
trading, payment terms, success of the
business and long-term collaborative
partnerships. The Group engages with
suppliers through direct engagement,
conferences and corporate responsibility
and ethics reporting.
Read more: page 56.
Read more: pages 54-57.
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Engaging with
stakeholders
6
How we engage
Ongoing dialogue with regulators, policy
makers, and local authorities
Numerous bilateral face-to-face meetings
Attendance and participation in industry
meetings and events
Collaborative engagement via local and
International trade associations
Responding to formal regulatory
consultations and calls for evidence
Read more: pages 36-37.
Regulators
One of the key relationships we maintain is with our regulators. Liaising with our regulators on an open and
regular basis helps us to ensure that each of them is fully apprised of our operating practices. Through this
process we can help regulatory bodies and policymakers shape our industry environment to best serve our
stakeholder group whilst operating in a legal and fair way.
Governments and regulators
UK Government departments (especially
DCMS, Treasury)
UK Gambling Commission
US state licensing bodies
Governments and regulators in
other jurisdictions where we hold
gaming licenses
What are their expectations?
Providing an enjoyable and safe
leisure experience
Making sure we operate legally and in a
fully compliant manner
Minimising harm and maximising
player protection
Ensuring that we protect the young and
the vulnerable
Reducing crime and unlawful behaviour
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Engaging with
stakeholders
Dear Shareholder
We exited the year in a strong position and
have returned to organic revenue and EBITDA4
growth. The Group delivered Revenue +7%
ahead of 2023 and underlying EBITDA4 of
£1,088.8m (2023: £1,007.9m) with accelerating
growth in our “must win” markets.
Chief Financial Officer’s Review
ORGANIC
GROWTH
IS
BACK
Rob Wood
Chief Financial Officer
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Entain plc Annual Report 2024
Chief Financial Officer’s
Review
Entain plc (LSE: ENT), the global sports
betting and gaming group, today reports
its results for the year ended 31 December
2024 (“FY24”).
Total Group Net Gaming Revenue
(“NGR”), including 50% share of BetMGM,
up +6%, +9%cc,2 +4%cc2 proforma5
• FY24 Online NGR (exc. US) +9%,
+12%cc,2 +6%cc2 proforma5 with
improving momentum through the year
• Q4 Online NGR (exc. US) up
+13%cc2, stronger than expected
including benefit of operator friendly
sports margins
Accelerating growth in “must win”
markets:
• UK&I Online NGR returned to growth
sooner than expected in Q3, and in Q4
grew +21%cc2 in line with market
• Brazil NGR grew +41%cc2 YoY,
rebuilding strongly from +9%cc2 in Q1
to +65%cc2 in Q4
• In the US, BetMGM’s accelerating
momentum and strategic refinement
underpins our confidence in delivering
positive EBITDA4 in 2025 and the
pathway to $500m EBITDA4 in the
coming years
Margin expansion: Online
EBITDA4 margin of 25.3%, ahead
of expectations, benefiting from
stronger than anticipated growth and
operational efficiencies
Group EBITDA4 of 1,089m, in line
with upgraded7 guidance, +12%cc2 YoY,
+5%cc2 proforma5
Outlook: Year to date trading and
ongoing operational execution supports
our expectation to grow FY25 Online
NGR in line with underlying markets
• Entain remains comfortable with
market expectations8 for FY25
• Pathway to generating over £0.5bn
of annual adjusted9 cash flow in the
medium term
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Entain plc Annual Report 2024
Financial Performance Review
Group
Reported results1
Year ended 31 December
2024
£m
2023
£m
Change
%
cc2
%
NGR
5,161.9
4,833.1
7%
9%
VAT/GST
(72.7)
(63.5)
(14%)
(18%)
Revenue
5,089.2
4,769.6
7%
9%
Gross profit
3,118.1
2,907.0
7%
Contribution3
2,480.5
2,279.4
9%
Operating costs
(1,391.7)
(1,271.5)
(9%)
Underlying EBITDA4
1,088.8
1,007.9
8%
Share based payments
(13.3)
(21.7)
39%
Underlying depreciation and amortisation6
(344.7)
(301.5)
(14%)
Share of JV loss
(114.2)
(42.9)
(166%)
Underlying operating profit6
616.6
641.8
(4%)
Reported Results:1
NGR and Revenue increased by +7% (both +9%cc2) versus the prior year, with the benefit of annualisation of 2023 acquisitions, strong
underlying performance in several of our key markets and the return to growth in the UK. Proforma5 NGR was +4%cc2 year on year with
Online +6%cc2 and Retail in line.
Contribution3 in the year of £2,480.5m was +9% higher than 2023. Contribution3 margin was +0.9pp higher than 2023, reflecting the
benefit of geographic mix on the blended margin and a focus on marketing efficiencies.
Operating costs were 9% higher due to annualisation of the 2023 acquisitions and increased colleague bonus costs. Resulting underlying
EBITDA4 of £1,088.8m was +8% higher than 2023.
Share based payment charges were £8.4m lower than 2023, while underlying6 depreciation and amortisation was 14% higher, reflecting
the impact of prior year acquisitions and continued investment in product. Share of JV losses of £114.2m includes an operating loss of
£109.4m relating to BetMGM (2023: £42.0m).
Group underlying operating profit6 of £616.6m was -4% lower than 2023. After separately disclosed items of £866.7m (2023: £1,286.5m),
the Group made an operating loss of £250.1m (2023: loss of £644.7m).
Chief Financial Officer’s
Review
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Entain plc Annual Report 2024
UK & Ireland
UK & Ireland Total
UK & Ireland Online
UK & Ireland Retail
Year ended 31 December
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
Sports wagers
4,920.4
5,176.2
(5%)
2,276.2
2,480.0
(8%)
2,644.2
2,696.2
(2%)
Sports margin
17.0%
15.7%
1.3pp
13.5%
12.0%
1.5pp
20.0%
19.2%
0.8pp
Sports NGR
796.5
775.2
3%
262.3
248.4
6%
534.2
526.8
1%
Gaming NGR
1,256.9
1,272.5
(1%)
722.3
715.9
1%
534.6
556.6
(4%)
B2B NGR
–
–
–
–
–
–
–
–
–
Total NGR
2,053.4
2,047.7
0%
984.6
964.3
2%
1,068.8
1,083.4
(1%)
EU VAT/GST
(4.3)
(4.0)
(8%)
(4.3)
(4.0)
(8%)
–
–
–
Revenue
2,049.1
2,043.7
0%
980.3
960.3
2%
1,068.8
1,083.4
(1%)
Gross profit
1,395.8
1,385.7
1%
625.8
601.5
4%
770.0
784.2
(2%)
Contribution3
1,169.4
1,176.4
(1%)
401.5
394.6
2%
767.9
781.8
(2%)
Contribution margin3
56.9%
57.4%
(0.5pp)
40.8%
40.9%
(0.1pp)
71.8%
72.2%
(0.4pp)
Operating costs
(732.1)
(706.1)
(4%)
(175.4)
(158.2)
(11%)
(556.7)
(547.9)
(2%)
Underlying EBITDA4
437.3
470.3
(7%)
226.1
236.4
(4%)
211.2
233.9
(10%)
Share based payments
(5.9)
(7.8)
24%
(4.1)
(5.4)
24%
(1.8)
(2.4)
25%
Underlying depreciation
and amortisation6
(145.8)
(138.0)
(6%)
(54.4)
(44.6)
(22%)
(91.4)
(93.4)
2%
Share of JV (loss)/income
–
–
–
–
–
–
–
–
–
Underlying operating profit6
285.6
324.5
(12%)
167.6
186.4
(10%)
118.0
138.1
(15%)
Reported Results:1
NGR in the first half was down -6%, reflecting the impact that our previous approach to regulatory implementations had on our
customers’ experience and engagement. Following our focused effort to simplify customer journeys, NGR in H210 grew +7%.
In Online, NGR was +2% year on year with both sports +6% and gaming +1% ahead. Following a decline of -8% in the first half10, NGR in
H210 was +14%cc2 higher than in 2023. Actives were ahead year on year by +11% and spend per head showed growth in both sports and
gaming during Q410.
In Retail, NGR was -1%cc2 YoY (LFL +1%), with sports +2%cc2 and gaming -4%cc2. Whilst NGR was behind year on year, H210 NGR was
+2%cc2 YoY (+4% LFL) following the full roll out of new Kascada cabinets in Q3.
Gross profit of £1,395.8m was £10.1m ahead of 2023 with margin of 68%, marginally ahead of 2023. Marketing spend was £17.1m
higher than 2023, resulting in contribution3 of £1,169.4m, down £7.0m versus 2023.
Operating costs were -4% higher than 2023, reflecting higher colleague bonus costs, offset by cost control savings and the impact of
shop closures in Retail. Resulting EBITDA4 of £437.3m was £33.0m lower than 2023 (H110 down £43m, H210 up £10m). After charging
depreciation and share based payments, operating profit4 was £285.6m. Increased depreciation charges reflected investment in our
product offerings across both channels.
As a result of continuing soft footfall across our Retail estate in Republic of Ireland, an impairment charge of £8.7m has been recognised.
After separately disclosed items of £3.8m (2023: £14.3m), the operating profit was £281.8m (2023: £310.2m).
Chief Financial Officer’s
Review
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Entain plc Annual Report 2024
International
International Total
International Online
International Retail
Year ended 31 December
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
Sports wagers
12,382.3
12,004.7
3%
10,791.0
10,503.5
3%
1,591.3
1,501.2
6%
Sports margin
14.5%
14.3%
0.2pp
14.1%
13.8%
0.3pp
17.6%
18.0%
(0.4pp)
Sports NGR
1,519.2
1,407.7
8%
1,237.0
1,137.3
9%
282.2
270.4
4%
Gaming NGR
1,040.6
1,025.5
1%
1,013.2
999.5
1%
27.4
26.0
5%
B2B NGR
80.6
57.9
39%
80.6
57.9
39%
–
–
–
Total NGR
2,640.4
2,491.1
6%
2,330.8
2,194.7
6%
309.6
296.4
4%
EU VAT/GST
(68.4)
(59.5)
(15%)
(62.8)
(55.9)
(13%)
(5.4)
(3.6)
(50%)
Revenue
2,572.0
2,431.6
6%
2,267.8
2,138.8
6%
304.2
292.8
4%
Gross profit
1,443.4
1,340.7
8%
1,321.5
1,218.2
8%
121.9
122.5
0%
Contribution3
1,062.0
942.9
13%
950.9
827.8
15%
111.1
115.1
(3%)
Contribution margin3
40.2%
37.9%
2.3pp
40.8%
37.7%
3.1pp
35.9%
38.8%
(2.9pp)
Operating costs
(468.0)
(395.9)
(18%)
(397.2)
(331.3)
(20%)
(70.8)
(64.6)
(10%)
Underlying EBITDA4
594.0
547.0
9%
553.7
496.5
12%
40.3
50.5
(20%)
Share based payments
(3.9)
(6.0)
35%
(3.9)
(6.0)
35%
–
–
–
Underlying depreciation
and amortisation6
(180.0)
(152.2)
(18%)
(143.4)
(116.4)
(23%)
(36.6)
(35.8)
(2%)
Share of JV (loss)/income
(3.1)
(1.5)
(107%)
(3.1)
(1.5)
(107%)
–
–
–
Underlying operating profit6
407.0
387.3
5%
403.3
372.6
8%
3.7
14.7
(75%)
Reported Results:1
International NGR for 2024 was +6%, +10%cc2, or +6%cc2 proforma5 higher than 2023 with strong underlying performance in all of our
key markets and growth in both sports NGR, +6%cc2 proforma5, and gaming NGR, +5%cc2 proforma5. International Online NGR grew
+6%, +10%cc2 (proforma5 +7%cc2) and Retail grew +4%, +7%cc2 (+1%cc2 proforma5).
In Brazil, NGR was up +41%cc2 year on year, with actives growing in line with NGR, reflecting our end-to-end reinvigorated go-to-market
approach. We successfully transitioned into a regulated regime from 1 January 2025 and remain confident that SportingBet is well placed
for growth in this highly competitive market.
Online NGR in Australia was +1%cc2 ahead of 2023, returning to growth in H210, +2%cc2, despite the softer market conditions and last
year’s introduction of BetStop, the National Self-Exclusion Register. Our year on year performance demonstrates that our differentiated
brands and engaging products continue to resonate with customers.
Italy NGR was +3%cc2 ahead of 2023, Online +2%cc2 and Retail +4%cc2. Online market share lowered over 2024, although H2 showed
signs of stabilisation. Retail market share remained flat and continues to rank well on profitability per shop with approximately 15% share
of revenue from 11% of retail units.
Despite the tougher macro-economic environment in New Zealand, NGR was +1%cc2 ahead of 2023 on a proforma5 basis. Online was
up +4%cc2, with H210 +7%cc2 following the successful migration to the Australian platform and the launch of new sister brand, betcha.
Retail down -9%cc2.
Baltics and Nordics Online NGR was +9%cc2 year on year with inflationary pressures in the region starting to ease and our content
leadership strategy landing well.
In Germany, our business has stabilised with NGR in line year on year and +2%cc2 in H210.
Proforma5 NGR in the Netherlands was down -13%cc2 versus 2023 following further regulatory tightening in the year.
Georgia NGR was +13%cc2 ahead of 2023 mainly driven by gaming products, with Crystalbet maintaining its market leading position.
Gross profit for our International segment was +8% ahead of 2023 given the NGR growth and favourable geographic mix.
Marketing spend was slightly lower versus prior year despite increased NGR, seeing contribution margin3 increase by +2.3pp and
delivering contribution3 of £1,062.0m.
Operating costs were 18% higher year on year as a result of inflation, higher colleague bonus costs and the annualisation of 2023
acquisitions. Resulting EBITDA4 of £594.0m was £47.0m ahead of 2023, and after deducting depreciation and share based payments,
operating profit4 was £407.0m, £19.7m ahead. The increase in depreciation has largely been driven by the annualisation of 2023
acquisitions and the New Zealand partnership.
As a result of the tougher macro-economic environment in New Zealand and the delay in the introduction of the legislative net, an
impairment of £142.5m has been recognised against TAB New Zealand. Additionally, regulation changes have impacted the Netherlands
and Belgium, resulting in impairments being recorded on BetCity (£113.1m) and Belgium (£76.3m) assets. In relation to these, there has
also been a release of Betcity and TAB New Zealand contingent consideration totalling c£80m.
After separately disclosed items of £524.0m (2023: £435.5m), the operating loss was £117.0m (2023: £48.2m).
Chief Financial Officer’s
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Governance
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Entain plc Annual Report 2024
CEE (Croatia and Poland)
CEE Total
CEE Online
CEE Retail
Year ended 31 December
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
FY
2024
£m
FY
2023
£m
Change
%
Sports wagers
1,582.7
896.8
76%
1,325.4
737.8
80%
257.3
159.0
62%
Sports margin
22.8%
18.7%
4.1pp
22.1%
17.7%
4.4pp
26.4%
23.5%
2.9pp
Sports NGR
361.5
187.8
92%
288.9
145.1
99%
72.6
42.7
70%
Gaming NGR
126.5
113.3
12%
116.0
102.6
13%
10.5
10.7
(2%)
B2B NGR
–
–
–
–
–
–
–
–
–
Total NGR
488.0
301.1
62%
404.9
247.7
63%
83.1
53.4
56%
EU VAT/GST
–
–
–
–
–
–
–
–
–
Revenue
488.0
301.1
62%
404.9
247.7
63%
83.1
53.4
56%
Gross profit
278.9
180.6
54%
226.7
146.9
54%
52.2
33.7
55%
Contribution3
249.1
167.2
49%
199.5
134.5
48%
49.6
32.7
52%
Contribution margin3
51.0%
55.5%
(4.5pp)
49.3%
54.3%
(5.0pp)
59.7%
61.2%
(1.5pp)
Operating costs
(78.2)
(45.6)
(71%)
(38.3)
(21.0)
(82%)
(39.9)
(24.6)
(62%)
Underlying EBITDA4
170.9
121.6
41%
161.2
113.5
42%
9.7
8.1
20%
Share based payments
–
–
–
–
–
–
–
–
–
Underlying depreciation
and amortisation6
(18.0)
(7.8)
(131%)
(10.3)
(1.9)
(442%)
(7.7)
(5.9)
(31%)
Share of JV (loss)/income
–
–
–
–
–
–
–
–
–
Underlying operating profit6
152.9
113.8
34%
150.9
111.6
35%
2.0
2.2
(9%)
Reported Results:1
CEE NGR for 2024 was +62% (+65%cc2) ahead of the prior year, reflecting the acquisition of STS in Poland during H2 2023. On a
proforma5 basis, CEE NGR was +12%cc2 ahead of the prior year.
NGR in Croatia was +16%cc2 ahead of 2023 with our SuperSport brand continuing to perform well and maintaining the leading position in
the market. Online NGR was +19%cc2 ahead with Retail +5%cc2.
Proforma5 NGR in Poland was +8%cc2 ahead of 2023 with Online +8%cc2 and Retail +12%cc2. Despite the increasingly competitive
landscape in Poland, we have maintained market leadership and growth in the year.
Gross profit of £278.9m was +54% ahead of 2023. Whilst gross profit margin of 57.2% was -2.8pp behind 2023, this reflects the impact
of the acquired Polish business on the blended CEE segment rather than an underlying reduction in margin. Marketing spend of £29.8m
was £16.4m higher than 2023 reflecting both the impact of the acquisition of STS in Poland and additional spend in both markets to
support the underlying growth in NGR. Resulting contribution3 of £249.1m was +49% ahead of 2023, at a margin of 51.0%.
Operating costs were £32.6m higher than 2023 as a result of costs associated with the acquired STS business and inflation.
Resulting EBITDA4 of £170.9m was £49.3m ahead of the prior year, up +41% or up +8% on a proforma5 basis. After charging depreciation
of £18.0m, operating profit4 was £152.9m, £39.1m ahead of 2023. The increase in depreciation is due to the impact of the acquired
Polish business.
The current competitor landscape in Poland has led to an impairment of £75.9m being recognised in relation to STS.
After separately disclosed items of £243.9m (2023: £111.2m), the operating loss was £91.0m (2023: profit of £2.6m).
New Opportunities
Reported results1
Year ended 31 December
2024
£m
2023
£m
Change
%
Underlying EBITDA4
–
(18.2)
100%
Share based payments
–
–
–
Underlying depreciation and amortisation
–
(2.7)
100%
Share of JV loss
–
–
–
Underlying operating loss4
–
(20.9)
100%
Reported Results:1
Costs in 2023 reflect those incurred in the Group’s former Unikrn business which has now been closed as a customer facing operation.
After separately disclosed items of £36.3m, the operating loss for 2023 was £57.2m.
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Corporate
Reported results1
Year ended 31 December
2024
£m
2023
£m
Change
%
Underlying EBITDA4
(113.4)
(112.8)
(1%)
Share based payments
(3.5)
(7.9)
56%
Underlying depreciation and amortisation6
(0.9)
(0.8)
(13%)
Share of JV loss
(111.1)
(41.4)
(168%)
Underlying operating loss6
(228.9)
(162.9)
(41%)
Reported Results:1
Corporate underlying costs6 of £113.4m were broadly in line with last year.
After share based payments, depreciation and amortisation and share of JV losses, Corporate underlying operating loss6 was
£228.9m, an increase of £66.0m versus the prior year. This was driven by a £67.4m increase in the share of loss in the US JV, BetMGM.
After separately disclosed items of £95.0m (2023: £689.2m), the operating loss of £323.9m (2023: £852.1m) was £528.2m lower than
in 2023.
Notes
1. 2024 reported results are unaudited and relate to continuing operations.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2024 exchange rates.
3. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.
4. EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately
disclosed items.
5. Proforma references include all 2023 acquisitions as if they had been part of the Group since 1 January 2023.
6. Stated pre separately disclosed items.
7.
As detailed in the 2024 Q3 Trading Update published on 17 October 2024.
8. Consensus EBITDA FY25 £1,109m as confirmed on 11 February 2025 statement.
9. Annual adjusted cash flow excludes working capital, dividends, acquisitions and associated financing.
10. These results are unaudited.
Statutory Performance Review
Results1
Year ended 31 December
2024
£m
2023
£m
Change
%
cc2
%
NGR
5,161.9
4,833.1
7%
9%
Revenue
5,089.2
4,769.6
7%
9%
Gross profit
3,118.1
2,907.0
7%
Contribution3
2,480.5
2,279.4
9%
Underlying EBITDA4
1,088.8
1,007.9
8%
Share based payments
(13.3)
(21.7)
39%
Underlying depreciation and amortisation5
(344.7)
(301.5)
(14%)
Share of JV and associates loss
(114.2)
(42.9)
(166%)
Underlying operating profit5
616.6
641.8
(4%)
Net underlying finance costs5
(264.2)
(229.4)
Net foreign exchange/financial instruments
166.0
32.5
Profit before tax pre separately disclosed items
518.4
444.9
Separately disclosed items:
Amortisation of acquired intangibles
(286.8)
(254.6)
Recognition of HMRC settlement liability
(3.9)
(585.0)
Other
(585.1)
(447.9)
Loss before tax
(357.4)
(842.6)
Tax
(103.6)
(36.1)
Loss after tax from continuing activities
(461.0)
(878.7)
Discontinued operations
–
(57.8)
Loss after tax
(461.0)
(936.5)
NGR and Revenue
Group NGR and revenue were +7% ahead of last year and +9% ahead on a constant currency basis2, with Online NGR +9% and Retail
NGR +2% year on year. Further details are provided in the Financial Performance Review section.
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Operating profit/(loss)
Group operating loss for the year was £250.1m, £394.6m lower than in 2023.
The Group reported underlying operating profit5 of £616.6m, -4% lower than 2023 (2023: 641.8m) largely due to increased joint venture
losses. Underlying EBITDA4 was +8% ahead, largely in line with the revenue increase. Depreciation and amortisation was 14% higher
than 2023 driven by continued investment in product and technology. The Group’s share of BetMGM losses in the year were £109.4m,
£67.4m higher than 2023 as the business invested in product and marketing to rebuild momentum and strengthen the business for the
future. Analysis of the Group’s performance for the year is detailed in the Financial Performance Review section.
Financing costs
Finance costs recorded by the group for 2024 were £273.3m (2023: £230.4m).
Underlying finance costs5 of £264.2m excluding separately disclosed items of £9.1m (2023: £1.0m) were £34.8m higher than 2023
primarily driven by interest on the increase in Group debt.
Net gains on financial instruments, driven primarily by a foreign exchange gain on re-translation of debt related items and the settlement
of a number of currency swaps, were £166.0m in the year (2023: £32.5m). This gain is offset by a foreign exchange loss on the translation
of assets in overseas subsidiaries which is recognised in reserves and forms part of the Group’s commercial hedging strategy.
Separately disclosed items
Items separately disclosed before tax for the year amount to £875.8m (2023: £1,287.5m) and relate to £286.8m of amortisation on
acquired intangibles (2023: £254.6m), restructuring program costs, including Project Romer, of £49.6m (2023: £49.7m) and legal
and onerous contract costs of £6.7m (2023: £17.6m) primarily relating to the costs associated with our commitments to the DPA and
associated shareholder litigation.
The Group has also recorded an impairment charge of £476.4m during the current year (2023: £289.0m) with impairment recognised
against the Group’s Tab New Zealand business of £142.5m, the BetCity business of £113.1m, STS of £75.9m, Belgium of £76.3m and an
impairment of the Group’s Republic of Ireland retail portfolio of £8.7m. Further details are provided in Note 14. There has also been a write
down of £18.5m of certain New Zealand assets following the platform migration and a number of smaller impairments against other
assets that the Group no longer intends to use including shop closures.
In addition, £43.3m has been recorded on movements in fair value of contingent consideration (2023: £71.8m), relating to discount
unwind and reassessment of contingent consideration and put option values primarily relating to Tab NZ and SuperSport acquisitions and
the release of the BetCity contingent consideration.
In the year the Group also recorded £3.9m of discount unwind relating to the DPA liability (2023: £585.0m charge for the initial
recognition of the liability) and a £9.1m non-cash financing cost following the H1 refinancing (2023: £1.0m).
In the prior year the Group incurred corporate transaction costs of £17.8m.
Separately disclosed items
Year ended 31 December
2024
£m
2023
£m
Legal settlement
(3.9)
(585.0)
Amortisation of acquired intangibles
(286.8)
(254.6)
Impairment
(476.4)
(289.0)
Corporate transaction costs
–
(17.8)
Restructuring costs
(49.6)
(49.7)
Legal and onerous contract costs
(6.7)
(17.6)
Loss on sales of assets
–
(1.0)
Movement in fair value of contingent consideration
(43.3)
(71.8)
Other including financing
(9.1)
(2.0)
Total
(875.8)
(1,287.5)
Profit/(loss) before tax
The Group’s loss before tax of £357.4m is £485.2m lower than 2023 primarily as a result of the reduction of one-off costs included in
separately disclosed items.
Group profit before tax5 and separately disclosed items was £518.4m (2023: £444.9m), an increase compared to the prior year of £73.5m
with growth in underlying EBITDA4 more than offset by an increase in BetMGM losses and depreciation and amortisation and interest.
After charging separately disclosed items, the Group recorded a pre-tax loss from continuing operations of £357.4m (2023: £842.6m),
with the separately disclosed costs discussed above having a significant impact on the reported results.
Discontinued operations
During the prior year, the Group recorded a £57.8m loss in discontinued operations relating to its former Intertrader business which was
disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters.
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Taxation
The tax charge on continuing operations for the year was £103.6m (2023: £36.1m), reflecting an underlying effective tax rate pre-
BetMGM losses and foreign exchange gains on external debt of 25.1% (2023: 23.0%), after a tax credit on separately disclosed items
of £35.3m (2023: £69.7m). The increase year on year of £67.5m is the result of growth in underlying profit before tax pre-BetMGM
losses, increases in domestic tax rates, the introduction of minimum tax regimes, and the one-off separately disclosed Gibraltar
marketing deduction.
Cash flow
Year ended 31 December
2024
£m
2023
£m
Cash generated by operations
976.2
810.0
Corporation tax
(142.0)
(137.3)
Interest
(254.9)
(224.6)
Net cash generated from operating activities
579.3
448.1
Cash flows from investing activities:
Acquisitions & disposals
–
(1,315.4)
Cash acquired/disposed
–
87.9
Dividends received from associates
1.4
9.6
Net capital expenditure
(298.1)
(259.9)
Investment in joint ventures
(19.8)
(40.7)
Purchase of Investments
–
(3.1)
Net cash used in investing activities
(316.5)
(1,521.6)
Cash flows from financing activities:
Equity issue
–
589.8
Net proceeds from borrowings
591.7
1,780.3
Repayment of borrowings
(315.9)
(1,428.6)
Subscription of funds from non-controlling interest
-
350.5
Settlement of financial instruments and other financial liabilities
(138.8)
(279.9)
Repayment of finance leases
(68.0)
(68.5)
Equity dividends paid
(116.3)
(106.9)
Minority dividends paid
(12.5)
(7.4)
Disposal of investment
5.2
-
Payments to non-controlling interests
(4.1)
-
Net cash used in financing activities
(58.7)
829.3
Foreign exchange
(15.8)
(13.7)
Net increase in cash
188.3
(257.9)
During the year, the Group had a net cash inflow of £188.3m (2023: outflow of £257.9m).
Net cash generated by operations was £976.2m (2023: £810.0m) including £1,088.8m of underlying EBITDA4 (2023: £1,007.9m) and a
working capital outflow of £9.1m (2023: £601.8m inflow) offset by separately disclosed items that are reported in operating activities
of £103.5m (2023: £742.9m) excluding items charged to depreciation, amortisation and impairment. In the prior year a £57.8m loss on
discontinued operations was also included. Included within working capital is a £67.0m inflow for balances held with payment service
providers as well as customer funds, which are net debt neutral (2023: £29.7m outflow).
During the year, £142.0m was paid out in relation to corporate taxes (2023: £137.3m) with a further £254.9m paid out in interest
(2023: £224.6m).
Net cash used in investing activities for the year was £316.5m (2023: £1,521.6m) and includes net investment in capital expenditure
of £298.1m (2023: £259.9m) and an additional £19.8m invested in BetMGM (2023: £40.7m). In the prior year net cash outflows on
acquisitions of £1,315.4m were also incurred. These outflows were partially offset by dividends received from associates of £1.4m
(2023: £9.6m).
Net cash used in financing activities for the year was £58.7m (2023: £829.3m received). £591.7m was raised through new financing
facilities (2023: £1,780.3m) which were used, in part, to repay £315.9m of debt (2023: £1,428.6m). In the prior year, £589.8m was also
raised through an equity issuance and £350.5m received from minority holdings to meet their obligations under the SuperSport earn-out
and STS acquisition which were recorded in non-controlling interests. £138.8m was paid on settlement of other financial instruments
and liabilities, primarily relating to swap settlements and contingent consideration on previous acquisitions including New Zealand
(2023: £279.9m). Lease payments of £68.0m (2023: £68.5m) including those on non-operational shops, were made in the year.
During the year, the Group paid £116.3m in equity dividends (2023: £106.9m) and £12.5m in dividends to the minority interest in Entain
CEE (2023: £7.4m). There was also £5.2m received on disposal of an investment.
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Net debt and liquidity
As at 31 December 2024, adjusted net debt6 was £3,339.1m and represented an adjusted net debt6 to underlying EBITDA4 ratio of
3.1x (3.5x including the DPA liability). The closing net debt has benefitted from a working capital inflow in the year which is expected to
partially unwind in 2025. The Group has not drawn down on the revolving credit facility at 31 December 2024 (2023: £295m).
Net debt
Year ended 31 December
Par value
£m
Issue costs/
Premium
£m
Total
%
Term loans
(3,681.9)
50.6
(3,631.3)
Interest accrual
0.1
–
0.1
(3,681.8)
50.6
(3,631.2)
Cash
588.9
Net debt
(3,042.3)
Cash held on behalf of customers
(196.6)
Fair value of swaps held against debt instruments
66.8
Other debt related items*
157.5
Lease liabilities
(324.5)
Adjusted net debt
(3,339.1)
*
Other debt related items include balances held with payment service providers, deposits and other similar items.
Refinancing
On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility which was used to repay all amounts
drawn on the Group’s revolving credit facility. On 1 March 2024, the commitments available under the Group’s revolving credit facility
were increased by £45m to £635m.
On 29 April 2024, the Group announced the successful re-pricing of the existing $1,740m loan with a margin reduction of 75bps and
removal of the 10bps credit adjustment spread. Additionally, $500m was added on to increase the loan to $2,240m. There was no change
in the maturity date of October 2029. It was also announced that the €1,030m loan was re-priced with a margin reduction of 50bps to
325bps and this loan was also increased by €235m to €1,265m. There was no change in the maturity date of June 2028.
The proceeds of the extended term loans were used to immediately repay the £300m bank loan borrowed earlier in Q1 2024 with the
remaining funds used to improve the Group’s liquidity.
Going Concern
In adopting the going concern basis of preparation in the financial statements, the Directors have considered the current trading
performance of the Group, the financial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of "severe but plausible" downside
scenarios such as legislation changes or breaches impacting the Group’s business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash and the forecast covenant headroom even under the sensitised downside scenarios,
the Directors believe that the Group and the Company are well placed to manage the risks and uncertainties that it faces. As such,
the Directors have a reasonable expectation that the Group and the Company will have adequate financial resources to continue
in operational existence, for at least 12 months (being the going concern assessment period) from date of approval of the financial
statements, and have, therefore, considered it appropriate to adopt the going concern basis of preparation in the financial statements.
1. 2024 and 2023 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2024 exchange rates.
3. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.
4. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
5. Stated pre separately disclosed items.
6. Adjusted net debt excludes the DPA settlement. Leverage also excludes any benefit from future BetMGM EBITDA or the payments due to acquire the minority interests in
Entain CEE.
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The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance with
applicable law.
The Directors have elected to prepare
the financial statements in accordance
with IFRS Accounting Standards as
adopted pursuant to adopted international
accounting standards and have elected
to prepare the parent Company financial
statements in accordance with FRS 101
Reduced Disclosure Framework.
In preparing these financial statements,
the Directors are required to:
select suitable accounting policies and
then apply them consistently;
make judgements and estimates that
are reasonable, relevant and reliable;
state whether applicable accounting
standards have been followed, subject
to any material departures disclosed and
explained in the financial statements;
state whether they have been
prepared in accordance with IFRS
Accounting Standards adopted
pursuant to UK-adopted international
accounting standards;
assess the Group and parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern; and
use the going concern basis of accounting
unless they either intend to liquidate the
Company or to cease operations, or have
no realistic alternative but to do so.
The Directors are responsible for
keeping proper accounting records that
are sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Company. They are
responsible for such internal control as
they determine is necessary to enable the
preparation of financial statements that are
free from material misstatement, whether
due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Company and to prevent and
detect fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation governing
the preparation and dissemination of
financial statements may differ from one
jurisdiction to another.
In accordance with Disclosure Guidance
and Transparency Rule (“DTR”) 4.1.16R, the
financial statements will form part of the
annual financial report prepared under DTR
4.1.17R and 4.1.18R. The auditor’s report
on these financial statements provides
no assurance over whether the annual
financial report has been prepared in
accordance with those requirements.
Responsibility statement of the
Directors in respect of the annual
financial report
We confirm that to the best of our
knowledge: the financial statements,
prepared in accordance with the applicable
set of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included
in the consolidation taken as a whole; and
the Strategic Report includes a fair review
of the development and performance of
the business and the position of the issuer
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties that they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
Rob Wood
Chief Financial Officer & Deputy Chief
Executive Officer
06 March 2025
Chief Financial Officer’s
Review
Statement of Directors’ responsibilities in respect
of the Annual Report and the Financial statements
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Risk management is integral to our
strategy and the achievement of our
strategic objectives. Our approach to
risk management is designed to provide
reasonable, but not absolute, assurance
across the Group that risks are being
effectively identified and robustly managed.
This includes embedding appropriate
mechanisms to ensure that the most
significant risks faced by the business can
be escalated up through the organisation
successfully and confidentially.
The Board has established and reviewed
procedures to manage risk, oversee internal
control systems, and determine the nature
and extent of the most significant risks the
Company faces in the pursuit of its strategic
objectives. In particular, the Board:
determines its willingness to take on risk
and the extent and categories of risk
which it regards as acceptable for the
Company to bear;
has established a clear organisational
governance and reporting structure with
well-defined accountabilities for the
management of risk across the Group;
delegates responsibility to relevant Board
sub-committees for specific oversight
and management of the principal risks
that the Group faces in the short, medium
and long term;
directs that the Group Audit Committee
reviews the effectiveness of the risk
management and internal controls
frameworks and related processes on an
annual basis;
ensures that the relevant Board sub-
committees receive periodic reports from
executive management’s Group Risk
Committee and conduct focused reviews
of the Group’s principal risks; and
reviews and approves the Group’s
strategy on an annual basis.
Management is responsible for the
effective operation of the Group’s risk
management programme and internal
controls framework. The key elements of
the framework which management applies
to discharge this responsibility comprise:
regular meetings of management’s
Group Risk Committee, which met on
six occasions during the course of 2024.
This comprises a key forum at which
focused reviews of principal, significant or
emerging risks (and their related controls
and mitigations) can be undertaken and
appropriate action taken;
detailed workshops undertaken by
the Group’s central enterprise risk
management team with functions and
markets across our business;
tailored training for, and engagement
with, first line teams to drive continued
awareness and adoption of the group
enterprise risk management approach;
and
providing first line teams with the tools
and framework required to escalate
risk issues, enhancing awareness
and transparency for those in risk
oversight roles.
Focus areas for 2025
Following recent management changes, the
Group intends to undertake a review of its
enterprise risk management programme in
2025 to ensure that it remains appropriate
and effective for our organisation.
We anticipate this to result in revisions
to aspects of our core risk management
methodology and strategy, enhancements
to our risk governance framework, and
the deployment of appropriate technology
tools to operationalise our enterprise risk
management programme. The Group
is also focused on preparations for
complying with the Financial Reporting
Council’s amendments to the UK Corporate
Governance Code.
Principal risks
We consider principal risks to be those risks,
or a combination of risks that, were they
to occur, and not be effectively controlled,
could cause material disruption to our
business, threatening future performance,
solvency, liquidity, or our ability to deliver
against our strategy. We have identified
on the following pages the risks that we
regard as the most material to our business
and performance at this time. This is not
an exhaustive and extensive analysis
of all risks which may affect the Group.
Additional risks and uncertainties currently
deemed to be less material or not presently
known may also have an effect on the
performance and strategic objectives of
the Group.
During 2024, there has been a continuous
assessment of our principal risks.
The conclusion of these assessments has
resulted in the decision to remove two
risks previously identified as principal
risks, namely the principal risks previously
titled “Ensure Health, Safety, Security and
Well-being of Employees, Customers, and
Communities” and “Execution of the Group
Strategy”. With the exception of these two
changes, the principal risk areas identified
below, including the preventative measures
we have in place to reduce the risk of
such events crystallising, remain broadly
consistent with those identified in our
annual report and accounts for the financial
year ended 31 December 2023.
Enterprise risk management
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1
Technology Platform
Resilience
Chief Product and Technology Officer
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Market Share Gains
Impact: Very High
Risk Oversight: Audit Committee
2
Data Privacy and
Cyber Security
Chief Product and Technology Officer;
Group General Counsel
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Market Share Gains
Impact: Very High
Risk Oversight: Audit Committee
3
Laws, Regulations
and Compliance
Group General Counsel
Link to Strategic Objective:
Organic Revenue Growth
Market Share Gains
Impact: Very High
Risk Oversight: Sustainability &
Compliance Committee
Why this matters to us
The Group’s operations are highly
dependent on information systems and
related technology all of which ultimately
serve to underpin our products and
customer offering. If we fail to maintain the
resilience of our technology platforms, this
could have a material impact on customer-
facing products, the competitiveness of
those products and the experience of our
customers, resulting in adverse impacts on
our brands, revenue, and market share.
How we respond
We proactively monitor and evolve our
infrastructure to improve continuously our
levels of resilience.
We maintain 24x7 operational monitoring to
identify and respond to issues appearing in
both our customer-facing technology platform
as well as within the infrastructure required
to support our internal operations. Hypercare
is employed to support and ensure the
performance and operation of the platform
during key events throughout the year.
A dedicated Technology team with detailed
knowledge of the Entain platform designs
and operates the infrastructure that supports
the Entain customer offering, supplemented
by teams equipped with appropriate
expertise to support innovation initiatives to
ensure the competitiveness of our products.
To maintain this technical expertise the
department has recently improved hiring,
upskilling and succession planning processes.
The Group reviews and assesses its
infrastructure against best industry
practices, implementing improvements
to efficiency, scalability and resilience,
including continuous enhancements to
incident and disaster recovery processes.
Why this matters to us
Our customers trust us to be responsible
custodians of their personal data and to
provide a secure gaming experience, which
needs to be available whenever customers
want to use our services.
Data and game integrity protection are
subject to stringent data protection laws
and regulations around the world; a data
or cyber security breach could impede
our operations and impact our ability to
serve customers, undermining trust in
our business and brands. A data or cyber
security breach could also expose us to
regulatory action and litigation, significant
financial penalties and/ or have a negative
impact on our share price. Cybercrime is
ever growing and evolving, and attacks
remain likely.
How we respond
The Group has dedicated Cyber Security
and Data Privacy functions entrusted with
protecting the security and confidentiality
of our customers and the Company, whilst
ensuring the availability of services and
regulatory compliance.
The experts in our Cyber Security team
constantly scan and adapt our defences to
emerging cyber threats. Alongside threat
intelligence and response, we operate
a certified ISO 27001:2022 Information
Security Management System, and work
continuously to evaluate and improve our
controls and policies. Our qualified team
perform and participate in audits and
assessments, facilitated by our integrated
Governance, Risk and Compliance
management platform. This ensures we
are vigilant to the evolution of cyber risk
across our business, and are able to assess,
manage and report appropriately, to all
levels of management including our Group
Risk Committee, Group Audit Committee
and Board.
Entain’s privacy strategy is an important
part of our enterprise wide risk
management framework, significantly
reducing the risk of data breaches
and other privacy infringements. The
programme’s maturity is evident through
robust policies and an experienced team
which continuously monitors and enhances
privacy practices. The Data Privacy team
ensures that personal data is handled
appropriately by proactively identifying
potential vulnerabilities, advising the
business on effective mitigations, and
through regular reporting to the Group Risk
Committee, Group Audit Committee and
Sustainability & Compliance Committee.
Why this matters to us
It is important that the Group complies
with all applicable laws and regulations in
order to maintain its licence to operate a
sustainable and compliant business. If we
breach legal or regulatory requirements,
licences, approvals or findings of suitability
may be conditioned, suspended or
revoked. The Group is subject to a wide
range of complex laws and regulations
in the jurisdictions in which it is licensed
or has business operations. These laws
and regulations are frequently subject to
change. The regulatory landscape is also
challenging due to uncertainty, volatility
and, sometimes, conflicting requirements.
This influences our ability to determine
exact requirements in each market and
makes it operationally challenging to keep
pace with legislative or regulatory change.
The failure to obtain or retain a required
licence or approval in any jurisdiction
may decrease the geographic areas
where we are permitted to operate and
generate revenue, which may put us at a
disadvantage relative to our competitors.
Regulatory action may also result in
authorities levying fines or other penalties
against us. An enforcement investigation
for breach of applicable law or regulation
Principal risks
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Trading Liability and
Pricing Management
Chief Product and Technology Officer
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Impact: Very High
Risk Oversight: Audit Committee
resulting in the loss of a licence in one
jurisdiction could trigger the loss of a
licence, or affect our eligibility for a licence,
in other jurisdictions. In addition, our
reputation may be damaged by any legal
or regulatory investigation, irrespective of
whether or not we are ultimately accused
of, or are found to have committed,
any violation.
How we respond
Our internal legal, regulatory, compliance
and anti-money laundering experts monitor
for changes in legislation and regulation
and develop policies, procedures, assurance
programs, and training to enable us to meet
our obligations. These teams are engaged
in due diligence when we engage new
suppliers, onboard new customers, enter
new markets or acquire new companies
and are supported by external advisors
where required. In particular, in 2024, we
continued with the Group anti-financial
crime oversight programme of our
international subsidiaries, aligning uplift
plans across all of these markets. We
are also developing and enhancing our
second line anti-financial crime monitoring
and assurance resources, which will be
extended across all of our markets in
due course.
We continually evaluate whether the
Group has sufficient and appropriate
internal and external resources to ensure
we operate our business in compliance
with all applicable laws and regulations.
We also continue to focus on initiatives to
drive increased collaboration and better
ways of working between Group and local
legal, regulatory, compliance and anti-
money laundering teams.
We have a programme of annual
compliance training which is mandatory
for all employees. This programme is
supplemented with additional, focussed
training in specific areas for relevant
teams as required. We also have a Code of
Conduct which applies across the Group,
and which sets out our expectations
in relation to ethical and compliant
business conduct.
We only operate in markets which regulate
gambling, or which are on a pathway
to regulating gambling. This strategy
of operating within robust gambling
regulatory and compliance frameworks
ensures appropriate protection for our
customers, but also reduces risk in relation
to other non-gambling legal and regulatory
matters. The Group maintains a Regulatory
and Safer Gambling Charter which explains
to our colleagues our expectations around
player protection in all of our markets. This
is a valuable tool in cultivating our culture of
compliance and player protection.
Divisional and Group management provide
periodic legal, regulatory and compliance
updates through established governance
forums at both divisional, Group
management, and Board level committees.
Why this matters to us
An extended run of customer friendly
sports betting results may result in
significant losses for the Group. In such
circumstances, certain products offered
to customers by the Group could have
a magnifying impact on potential losses
for our business. In addition, a significant
pricing error could occur which is not
captured by our sophisticated risk or
liability management processes and
systems, which may result in a significant
financial impact for the Group.
How we respond
Our Group has industry-leading expertise
and are continuously evolving the
technology we use in pricing, liability,
and customer risk management, which
helps to limit the maximum liability on
specific outcomes. Potential exposures
are understood, and pre-emptive action is
taken where necessary.
The Group maintains an experienced
Trading team which deploys robust
processes that are enhanced as the nature
of the market, and our product offering,
evolves (e.g. growth of Bet Builder/Single
Game Parlays).
The scale and diversification of the Group
offering, and customer base provides a
natural hedge to support our management
of trading and pricing liability.
Operational risk governance is implemented
across Trading to drive continuous
improvement through the event, bet and
risk lifecycles. To protect the business and
shareholders these processes are regularly
presented to, and reviewed by, the Group
Risk Committee and Audit Committee.
Principal risks
Principal risks
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5
Taxes
Chief Financial Officer
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Impact: Very High
Risk Oversight: Audit Committee
6
Attracting and
Retaining Key Talent
Chief People Officer
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Impact: High
Risk Oversight: People &
Governance Committee
Principal risks
Principal risks
Why this matters to us
The taxation of betting and gaming is
complex – the Group is subject to a wide
range of taxes, duties and levies relevant to
all the countries where we have operations
or in which our customers are located.
In the jurisdictions in which we operate,
19 elections were held in 2024, and
there are five planned during 2025. New
governments may regard the gaming
industry as a target for special or super
taxation, so there may be a risk of
adverse changes in tax rates, laws, or
administrative practice.
Tax authorities may have a different
interpretation to the Group regarding the
scope and scale of taxation. These factors
mean the levels of taxation to which the
Group is exposed may change in the
future, and we may become liable for tax
payments greater than the amounts in our
filed tax returns.
How we respond
To mitigate tax risks that arise, the Group
actively identifies, evaluates, manages,
and monitors its tax risks. This includes
monitoring upcoming proposed changes to
the law and/or fiscal authority practice.
The Group is committed to calculating and
paying the correct amount of tax by the
relevant deadline. Our approach to tax is
guided by four principles:
Accurate and timely compliance with
tax law in all the countries in which
we operate;
Engaging with tax authorities with
honesty, integrity and respect, and
engaging constructively in debates
regarding the development of tax
legislation and policy;
Being transparent in the reporting of our
tax affairs; and
Achieving sustainable returns for
our shareholders.
The Group’s tax strategy is approved
annually by the Board of Directors.
Responsibility for the execution of the
Group’s tax strategy is delegated to the
Chief Financial Officer who reports the
Group’s tax position, and updates on
potential exposures to the Audit Committee
and Board on a regular basis.
The Group has an appropriately qualified
and resourced tax team to manage its
tax affairs.
Where there is significant uncertainty or
complexity in relation to a tax risk, the
Group may use the services of external,
expert tax advisors.
Why this matters to us
The success of the Group depends upon
attracting, developing, and retaining
effective and impactful leaders who have
the capabilities, skills and experience to
drive the growth and performance of our
business. We may face strong competition
from other companies from both within and
from outside our sector to recruit our best
talent. There could be an adverse impact
on our business and our ability to achieve
our objectives if we lose the services of our
key management personnel and cannot find
suitable replacements in a timely manner.
How we respond
We proactively manage executive
succession and search plans in order to
secure candidates with the capability, skills
and experience to lead our organisation.
To support these efforts, in 2024 we
launched a new global succession
planning methodology.
We have defined a new leadership
development curriculum aimed at
developing our senior leaders and
supplemented this in 2024 with the pilot
of a new 360 feedback process with our
senior leaders, with outputs and feedback
monitored by our Group Executive
Committee and the Board.
The Group offers competitive reward
packages for its employees. During the
year, specific consideration was given to
the remuneration strategy relating to our
key management personnel to ensure
our critical talent remains appropriately
incentivised to support the turnaround of
our business.
2024 marked a period of significant
transformational change for the Group.
To support these transformation projects,
both our Interim Chief Executive Officer
and, subsequently, Chief Executive Officer
focussed on increasing engagement with
our Executive Leadership Team to ensure
effective communication and engagement
with our most senior colleagues. Specific
discussion groups and feedback sessions
were held with representatives of our
Executive Leadership Team to support
increased engagement with this cohort.
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7
Safer Betting
and Gaming
Group General Counsel
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Market Share Gains
Impact: Medium
Risk Oversight: Sustainability and
Compliance Committee
8
Price and Service of
Delivery from Third-
Party Suppliers
Chief Financial Officer
Link to Strategic Objective:
Organic Revenue Growth
Margin Expansion
Market Share Gains
Impact: Very High
Risk Oversight: Audit Committee
Principal risks
Principal risks
Why this matters to us
Safer betting and gaming is a key part
of operating in a sustainable way and
ensuring a positive and entertaining
experience for our customers.
Failure to offer adequate tools and
protections to our customers could result
in customer harm, resulting in reputational
damage, or regulatory censure in
some jurisdictions.
How we respond
We maintain a Regulatory and Safer
Gambling Charter (the “Charter”) which
outlines the principles underpinning our
safer gambling strategy. The Charter
applies across our entire Group.
While local regulation and market
characteristics might create differences in
specific approaches to safer gambling, we
seek to be a leader in each of our markets
by following our Charter, ensuring we
comply with local regulation and engaging
with regulators, governments, industry and
academics to evolve our understanding
of safer gambling. We also support our
customers with a variety of safer gambling
tools and interactions, evolving the use of
technology, training our employees, and
investing in customer care teams.
To assess our efforts, to monitor local
market practices and continuously to evolve
our standards, a cross-functional group
of employees, led by the Group General
Counsel, undertakes periodic reviews
which are shared with the Sustainability
and Compliance Committee and the Board.
These assessments take into account
external developments in the area of safer
gambling, evolving regulation, and internal
metrics that provide guidance on levels of
player activity and any related customer
care interventions.
Our central Customer Protection Contact
Centre monitors play across markets
and, in keeping with local regulations
and approaches, communicates with
customers to offer appropriate tools and
actions – ultimately suspending accounts
if necessary.
Our external efforts include donating to
organisations, which deliver or support
research into, the prevention and treatment
of gambling-related harms, harm
prevention approaches and treatment
for those harmed by gambling. We also
fund relevant training for professional
sports federations.
Internally, Group bonuses for 2024 were
dependent on all colleagues completing
compulsory safer gambling training. The
Board and Executive Leadership Team
had to complete additional safer gambling
training delivered by experts at EPIC
Global Solutions.
As a demonstration of how our efforts
are assessed and recognised, in 2024 an
external charity focused on preventing
gambling harm awarded us their highest
safer gambling certification for our efforts in
the United Kingdom.
Why this matters to us
Certain key third parties supply services
to our Group which are fundamental to
our business and customer proposition.
In the case of some of these suppliers,
there may be limited alternative service
provision available. Effective management
of these critical relationships is therefore
important to support the achievement of
our business objectives. In particular, some
of our core capabilities are supplied by
large technology and software suppliers
which, as a consequence of their size, hold
dominant market positions. Equally, we are
also provided with services by other smaller
suppliers where the specialism of the
services they offer means there are limited
alternative suppliers who can provide those
specialist services.
Key suppliers could become financially
unstable, deny services or raise prices,
which could impact our ability to operate,
leading to a loss of revenue. If a key supplier
suffers business interruption, this may in
turn impact our business.
If suppliers are purchased by our
competitors, access to services may be
restricted or denied, or we may decide
to withdraw from certain markets if they
become uneconomical.
How we respond
Strategic and critical suppliers are subject
to regular business and quality reviews
to ensure ongoing relationship and
performance management.
As part of the organisational structure
and processes of our procurement teams,
we employ dedicated supplier relationship
managers supported, where appropriate,
by other specialists from within our
risk, compliance, legal and technology
assurance teams to monitor the landscape
of supplier risk globally and to support our
organisational resilience.
Where possible, we limit reliance on a
single supplier to reduce the potential single
point of failure. We proactively manage
our relationships with our specialists and
key providers.
Prices are subject to negotiation at the
contracting stage, and we have deep
industry expertise in our Procurement
and Legal teams to support with
these negotiations.
We maintain good relationships with
industry bodies and suppliers that keep our
key locations and services running.
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Viability Statement
In accordance with provision 31 of the 2018
Corporate Governance Code, the Board and
Directors have completed an assessment
of the prospects and viability of the Entain
Plc Group over a longer period than the
12 months required by the “Going Concern”
provision.
The Directors have concluded that three
years was an appropriate period for
assessment, as this is aligned to the
Group’s strategic planning process and
is considered to be the period for which
reliable estimates can be made for
variations in both industry and customer
dynamics, regulatory change, technological
advancements, and the economic backdrop
in the betting and gaming industry taking
into account the ever changing landscape.
The objectives of the strategic planning
process are to further develop the
businesses understanding of the markets
in which it operates, assess the risks
and opportunities facing the business
and develop a Group-wide strategy and
associated financial forecasts.
The Directors have utilised these strategic
forecasts, the 2025 Board approved budget
and the current financial position of the
Group to assess the potential impact on
viability of certain severe, but plausible,
“risk events” arising which represent the
crystallisation of the Group’s principal risks
and uncertainties as identified on pages
84 to 87 of this Annual Report. The robust
assessment conducted considered the
Group’s revenue, EBITDA, operating
profits, cash flows, risk management
and controls, its current debt maturity,
and mitigating actions should baseline
assumptions change.
The financial impact of the identified risk
events has been assessed both individually
and in combination and include:
The impact of a change in the Group’s
duty profile, including further changes in
gaming taxes in key geographies;
Significant changes or breaches in the
regulatory environment/further focus on
AML legislation and breaches in data
privacy regulations;
Cyber and data privacy failings;
Downturns in trading as a result of a
failure to protect customers and/or retain
key staff.
The Directors have also performed reverse
stress tests to assess the level of liquidity
and covenant headroom in the underlying
forecasts as well as considering the broader
economic landscape in forming their view
on viability.
Based on the results of this analysis and the
mitigating actions available to the business,
the Directors confirm that they have a
reasonable expectation that the Company
will be able to meet its liabilities as they fall
due over the three-year assessment period
to December 2027.
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Governance
In this section
89
90
91
95
104
108
114
118
142
Governance
Chair’s Governance Overview
Board of Directors
Reporting against the UK Corporate
Governance Code
People & Governance
Committee Report
Audit Committee Report
Sustainability & Compliance
Committee Report
Directors’ Remuneration Report
Directors’ Report
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Chair’s Governance Overview
As referred to in my opening statement, 2024 was a challenging
year but one of significant progress for Entain. The Board has
proactively monitored the progress executing the Group strategy,
and overseen significant improvements made to enhance our
customer offering. The management team has continued to build
strong foundations that I am confident will ensure Entain delivers
long-term sustainable success and growth for all stakeholders.
The Board and its committees have devoted time at both
scheduled meetings and additional meetings to carefully consider
the many matters it has had to deal with during the year, including
Board Chair and Chief Executive succession, the operational
turnaround and the challenges inherent to operating in a highly
regulated environment.
In times of change and uncertainty, a robust corporate governance
framework is especially important, and this report sets out how
the Board and our committees work to ensure risks are addressed,
opportunities are taken and Entain continues on a path to
delivering sustainable value. The Board’s priorities for 2024 were
guided by our focus on strategic priorities to drive organic growth,
expand online margins and deliver US expansion. We have worked
closely supporting management and taking forward priorities
identified during last year’s Board evaluation.
We said farewell to Barry Gibson as Board Chair in September
who had played an integral role in transforming the Company,
enhancing the quality of our governance practices, operations and
revenues. I would like to again thank Barry for tirelessly navigating
the Company through numerous challenges during his tenure
as Chair.
We welcomed Ricky Sandler in January, as a Non-Executive
Director, who has a deep knowledge of our business. We have
benefited from Ricky’s perspectives and expertise, particularly
through his contribution to the strategic review of the Entain
portfolio of markets, brands and verticals conducted by the Capital
Allocation Committee in the first half of the year. Ronald Kramer
joined the Board in March and has added valuable perspectives
on the US gaming industry and opportunities for maximising
shareholder value. Helen Ashton joined the Board in July bringing
additional global business and financial services strength to the
Board, taking over as Audit Committee Chair in September. I would
like to thank Stella David for agreeing to be our Interim Chief
Executive Officer again while we stabilise our business after the
exit of Gavin Isaacs. Stella is committed to leading Entain as we
accelerate performance, deliver our programme of operational
excellence and execute strategy.
The strength and expertise of the Board members has allowed
us to adjust quickly to many significant changes during 2024 and
as we start 2025, I am thankful for the support of the full Board
and especially David Satz, who has taken on the role of Senior
Independent Director. Further details regarding our continued
search for a permanent Chair and CEO and our ongoing board
succession planning appear in the People & Governance Committee
report starting on page 104.
The Board remains confident about the Group’s future and is
committed to our strategy and purpose. We are highly focused on
developing sustained and sustainable shareholder value.
Pierre Bouchut
Interim Non-Executive Chair
“THE STRENGTH AND
EXPERTISE OF THE
BOARD MEMBERS
HAS ALLOWED US TO
ADJUST QUICKLY TO
MANY SIGNIFICANT
CHANGES DURING
2024.”
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Stella David
Rob Wood
Pierre Bouchut
Virginia McDowell
David Satz
Rahul Welde
Amanda Brown
Ricky Sandler
Ronald Kramer
Helen Ashton
Years
0
1
2
3
4
5
6
7
Board of Directors
(as at 6 March 2025)
Tenure
Experience/Skills:
No. of Directors
9
Global
Business
5
Gaming
Sector
5
Finance
4
Technology/
Digital
3
Legal/
Regulatory
3
Marketing
9
Customer
1
Media/
Entertainment
10
Leadership
Gender
Male
Female
Diversity
No. of Directors
4
British
4
American
1
French
1
Indian
4:6
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Board of Directors
Pierre Bouchut
Interim Non-Executive Chair
Tenure: Appointed to the Board in September 2018
and became Senior Independent Director in December
2023. Appointed as Interim Non-Executive Chair in
February 2025.
Committees:
C P
External appointments: Non-Executive Director and Chair
of the Audit Committee at GeoPost SA, a Non-Executive
Director and Chair of Profi Rom Food SRL, a Non-Executive
Director of Rina Estate Italia SRL and a member of the
Supervisory Board of De Bijenkorf.
Pierre was the Chief Operating Officer for Europe at
Koninklijke Aholddelhaize N.V. (2016-2018), Chief Financial
Officer at Delhaize Group Belgium (2012-2016), Carrefour
SA (2009-2012), Schneider Electric Group (2005-2009)
and CEO of Casino Group (1995-2003). He has been a
Non-Executive Director of Hammerson plc (2015-2021)
and Firmenich SA (where he was also Chair of the Audit
Committee) (2016-2023). Until it was acquired by KKR
in 2022, he was the Reference Board member and Chair
of the Audit Committee at Albioma SA. He was a Non-
Executive Director and Chair of the Audit Committee at
Pepco Group (2021-2024). He has worked for Citibank,
Bankers Trust and as a consultant with McKinsey.
Key strengths and experience: Pierre has had a long
career in senior executive and non-executive roles
across finance, retail, logistics, information systems and
property. His familiarity with the management of large,
internationally listed companies gives him an extensive
understanding of regulation, accounting standards and
strategy, complementing his deep knowledge of corporate
governance and audit committee practice.
Stella David
Interim Chief Executive Officer
Tenure: Appointed to the Board in March 2021 and held
the role of Interim Chief Executive Officer from December
2023 until she became Chair of the Board in September
2024. Appointed as Interim Chief Executive Officer in
February 2025.
External appointments: Chair of the Board of Norwegian
Cruise Line Holdings Ltd and Non-Executive Director of the
privately-owned Bacardi Limited.
Stella was previously CEO of William Grant & Sons,
following more than 15 years with Bacardi Ltd. She was
Chair of C&J Clark Ltd (having previously acted as Interim
Chief Executive Officer), Non-Executive Director and
Senior Independent Director of Homeserve plc and Non-
Executive Director and Remuneration Committee Chair at
the Nationwide Building Society. Stella stepped down as
a Non-Executive Director and Remuneration Committee
Chair of Domino’s Pizza Group plc and as Non-Executive
Chair of the privately-owned Vue International following
her appointment as Interim Chief Executive Officer of
Entain plc in December 2023.
Key strengths and experience: Stella is an intensely
commercial leader with a long track record of success
across multiple industries. She brings lengthy experience
in management, consumer and regulatory environments,
and marketing to the Board. Her non-executive roles in
listed and privately owned companies give her a deep
understanding of shareholder views and best practice
standards of corporate governance as well as enhancing
the Board’s ability to support and oversee the delivery of
Entain’s strategy.
David Satz
Independent Non-Executive Director, Senior
Independent Director, Chair of the Sustainability
& Compliance Committee and member of the
Audit Committee
Tenure: Appointed October 2020.
Committees:
S A
External appointments: Member of the board of a
commercial gaming and hospitality entity established
by the Eastern Band of Cherokee Indians (EBCI) and
a member of the board of Dreamscape Entertainment
Integrated Resorts, Inc.
David was senior vice president of Government Relations
and Development for Caesars Entertainment Corporation
in Las Vegas, where he worked from 2002 to 2019 and
had responsibility for overseeing Caesars’ government
activities for more than 52 properties in 15 states in the US
and several other countries around the world. Prior to this
he spent 16 years at the US law firm Saiber Schlesinger
Satz Goldstein LLC, where he had a particular focus on
the gaming industry and played a key role in numerous
regulatory and legislative initiatives throughout the US.
Key strengths and experience: David brings to the Board
an exceptional perspective on the US gaming sector as
well as expertise in gaming regulatory law and policy as
it impacts the Group worldwide. His extensive career in
regulation and legislation has allowed the Board to benefit
from his insight and knowledge as Entain seeks to execute
its strategy of being the leading US operator through its
BetMGM joint venture. His regulatory experience has also
provided insight into the many regulatory, responsible
gaming and compliance issues that the Group faces.
Helen Ashton
Independent Non-Executive Director, Chair of
the Audit Committee, member of the Capital
Allocation Committee and member of the
Remuneration Committee
Tenure: Appointed July 2024.
Committees:
A R C
External appointments: Non-Executive Director,
Audit Committee Chair and member of the Nomination
Committee and Remuneration Committee of JD Sports
Fashion plc.
Helen has over 30 years of experience of working in public
and private equity-backed businesses and has extensive,
recent and relevant financial experience being a qualified
Chartered Management Accountant. She was formerly
the CFO of ASOS plc and has held executive level roles in
ASDA, Barclays and Lloyds Banking Group.
Key strengths and experience: Helen brings broad global
business and financial services experience with extensive
knowledge of high growth digital and retail businesses.
Her background in finance makes her suited to chair
Entain’s Audit Committee and to act as its financial expert.
Rob Wood
Chief Financial Officer & Deputy CEO
Tenure: Appointed to the Board as Chief Financial Officer
in March 2019; the role of Deputy CEO was added to his
portfolio in January 2021.
Rob joined Entain in 2012 and worked in senior roles within
finance, including as CFO of the Group’s retail business.
Prior to Entain, he was Senior Vice President at Cerberus
Capital, overseeing the private equity firm’s European
portfolio companies and worked in restructuring advisory
at Rothschild. Rob started his career at KPMG where he
qualified as a chartered accountant and holds a degree
in Mathematics and Management Studies from the
University of Nottingham.
Key strengths and experience: Rob’s financial expertise
and deep knowledge of Entain’s business make him
uniquely placed to manage his wide-ranging portfolio
as Chief Financial Officer and Deputy CEO, providing
insight to the Board on commercial, financial and
operational issues.
We have an experienced
Board with a diverse
range of professional
backgrounds, skills
and perspectives.
The diversity and collective experience of
the Directors enables the Board to have
enriched discussions before reaching
decisions in a focused and balanced
way, supported by independent thought,
constructive challenge and debate.
Integrity, mutual respect and living Entain
values are highly regarded by the Board
and critically important for setting the right
tone at the top of the Group. The Board
operates with a dynamic that supports
open and honest conversation conducive to
decision-making focused on the long-term
success of Entain having regard for the
interests of and impact on all stakeholders.
Board of Directors
Committee membership details provided in these
biographies are given as at the date of this Annual Report.
For details of Committee membership during the financial
year, see Committee reports on pages 101 to 112 and
page 116.
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Virginia McDowell
Independent Non-Executive Director, Designated
Workforce Director, member of the People &
Governance Committee, member of the Remuneration
Committee and member of the Sustainability &
Compliance Committee
Tenure: Appointed June 2018.
Committees:
R S P
External appointments: Advisory Board Member of Global
Gaming Women, a non-profit organisation with a mission
to support, inspire and influence the development of women
in the gaming industry through education and mentoring,
a trustee of St Louis University, and a Board Member at New
Roots Empower, an organisation building a safe network
for young women to enter the music industry.
Virginia was the President and CEO of Isle of Capri Casinos,
Inc. in the United States from 2011 until her retirement in
2016, and the President and COO of Isle of Capri (2007-
2011). Prior to this she was the Chief Information Officer
at Trump Entertainment Resorts (2005-2007) and Senior
Vice President of Operations. Virginia was the first woman
to be inducted into the Mississippi Gaming Hall of Fame
and in 2022 she was inducted into the American Gaming
Association’s Hall of Fame.
Key strengths and experience: Virginia’s 40-year
career and accomplishments in the gaming sector have
been recognised by a number of prestigious awards.
Virginia has actively engaged with our stakeholders in her
role as Designated Workforce Director.
Throughout her career she has maintained a tireless focus
on developing the next generation of women leaders in the
gaming industry and this understanding of the diversity and
regulatory challenges of the sector has greatly assisted the
Board and the Sustainability & Compliance Committee.
Rahul Welde
Independent Non-Executive Director, member
of the Audit Committee, member of the People
& Governance Committee and member of the
Remuneration Committee
Tenure: Appointed July 2022.
Committees:
A R P
External appointments: Non-Executive Director of
Pantheon International Plc. Chair of the Advisory Board of
Migrant Leaders, a UK charity.
Rahul spent over 30 years working with Unilever PLC,
most recently in a global role as the Executive Vice
President of Global Digital Transformation, building
capabilities across the digital spectrum, including new
business models, innovation, partnerships, processes and
training. Previously, Rahul was Unilever’s Regional VP
Media for Asia, Africa, Middle East, Turkey and Russia.
Throughout his career he has worked in a diverse range of
roles across functions and categories. He has been active
in industry bodies, including as the Regional Vice President
for The World Federation of Advertisers and chairman of
the Mobile Marketing Association, Asia.
Key strengths and experience: Rahul brings a lifetime
career of knowledge from the global fast-moving consumer
goods sector. He has proven experience of leveraging
digital technologies for the benefit of business. Rahul has
deep expertise in media and marketing as well as in digital
and transformation, leading large change programmes
encompassing technology, processes and people.
Ronald J Kramer
Independent Non-Executive Director
Tenure: Appointed March 2024
External appointments: Chair and CEO of Griffon
Corporation, non-executive director of Franklin BSP
Capital Corporation and Franklin Private Credit Fund.
Member of the Advisory Board of Trafalgar Entertainment.
Ron was President and Director of Wynn Resorts Ltd from
2002 to 2008. From 1999 to 2002 he was a Managing
Director and Partner at Wasserstein Perella & Co. and its
successor Dresdner Kleinwort Wasserstein.
Key strengths and experience: Ron brings extensive
corporate finance, real estate and gaming industry
experience gained over a 40-year career. He is a high
calibre individual with deep knowledge and expertise
of the US gaming industry. He has the requisite skills
and experience to support the Board oversee the
delivery of the Company’s corporate strategy and drive
shareholder value.
Ricky Sandler
Non-Executive Director, member of the Capital
Allocation Committee and member of the People &
Governance Committee
Tenure: Appointed January 2024.
Committees:
C P
External appointments: Chief Executive Officer and Chief
Investment Officer of Eminence Capital, LP.
Ricky founded Eminence Capital in 1999.
Eminence is a USD7.2 billion global investment
management organisation investing client capital across
global financial markets. As Chief Executive Officer and
Chief Investment Officer of Eminence, Ricky is responsible
for setting the firm’s strategic direction as well as directly
managing its 19-person investment team and diversified
investment portfolio. Prior to launching Eminence, Ricky
was co-founder and co-general partner of Fusion Capital
Management, a firm that managed a long/short hedge
fund focused on global equity securities. Prior to that he
was a research analyst at Mark Asset Management, where
he began his investing career in 1991. Ricky received a
BBA in Accounting and Finance graduating with honours
from the University of Wisconsin.
Key strengths and experience: Ricky brings over 30
years of experience in analysing and investing in public
companies with a wealth of perspective on ways to
maximise long term shareholder value and institute strong
corporate governance oversight at the board level.
In connection with his appointment, the Company,
Eminence Capital and Ricky Sandler have entered
into a relationship agreement, including customary
governance, standstill and voting provisions. A summary
of the main terms of the agreement is available on the
Company’s website.
Amanda Brown
Independent Non-Executive Director, Chair of the
Remuneration Committee and member of the People &
Governance Committee
Tenure: Appointed November 2023.
Committees:
R P
External appointments: Non-Executive Director and
Chair of the Remuneration Committee of Mitchells &
Butlers plc and a Non-Executive Director and Chair of the
Remuneration Committee of Manchester Airport Group.
Amanda is an experienced senior executive with a
background in consumer facing organisations and financial
services. She served as Chief Human Resources Officer
of Hiscox during a period of significant growth and
transformation for the organisation and she has also held
executive roles within Whitbread Group, PepsiCo and Mars
Inc. Amanda was a Non-Executive Director and Chair of
the Remuneration Committee of Micro Focus International
Limited, a multinational software and information
technology business, before stepping down when the
business was sold in 2023.
Key strengths and experience: Amanda brings a wealth
of experience in human resources, remuneration strategy
and managing organisations through significant change.
Amanda has relevant consumer-facing experience.
James Morris
Group Company Secretary
Tenure: Appointed 31 July 2023
James qualified as a lawyer in 1998. He has extensive
experience of operating in listed companies and regulated
sectors having spent most of his career working in the
corporate secretariat at Standard Chartered plc and HSBC
Holdings plc. He is responsible for providing governance
advice and guidance to the Board and senior management
as well as leading the Company Secretariat function.
Reasons why the contribution of each director standing for
re-election is, and continues to be, important to Entain’s
long-term sustainable success will be included in the
Notice of AGM 2025.
Key:
A Audit Committee Member
C Capital Allocation Committee
Member
R Remuneration Committee
Member
P People & Governance
Committee Member
S Sustainability & Compliance
Committee Member
A Audit Committee Chair
C Capital Allocation Committee
Chair
R Remuneration Committee
Chair
P People & Governance
Committee Chair
S Sustainability & Compliance
Committee Chair
Board of Directors
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Changes in EXCO during 2024 and 2025
Stella David started the year as Interim CEO before replacing
Barry Gibson as Board Chair at the end of September 2024.
Stella was again appointed Interim CEO in February 2025.
Dafne Guisard joined as Chief Operating Officer in January 2025.
We are grateful for the contributions made by the EXCO members:
David Lloyd-Seed who stepped down as Chief Investor Relations
& Communications Officer in 2024.
Gavin Isaacs who stepped down as CEO in February 2025
having joined in September 2024.
The Group Company Secretary attends each EXCO meeting and
supports the CEO with managing the end-to-end governance of
meetings. The meeting planner and agendas are planned to ensure
the right strategic and performance related matters are discussed
and debated prior to timely escalation and reporting to the Board.
Regular attendees
The Commercial MDs for our key markets provide periodic
updates on their strategic priorities, financial performance,
product roadmaps, platform resilience, customer experience, safer
gambling initiatives and regulatory compliance.
The EXCO also receives reports from the Risk Function and Director
of Internal Audit on principal and emerging risks as well as the
effectiveness of internal control systems.
Executive Committee
Leading the delivery
of Entain’s strategy
Our Executive Committee (“EXCO”), the
most senior management committee
for the Group, provides support to the
Interim Chief Executive Officer (“CEO”)
in her responsibilities for the day to day
operations of the Group. The EXCO is
focused on the implementation and
execution of the approved strategic
plan and promoting the right conduct,
culture and values across the Group,
through unified leadership, to embed
expected behaviours and standards.
Stella David
Interim Chief Executive Officer
Rob Wood
Chief Financial Officer & Deputy CEO
Sameer Deen
Group Chief Commercial Officer
Simon Zinger
Group General Counsel
Melanie Tansey
Chief People Officer
Satty Bhens
Chief Product & Technology Officer
Dafne Guisard
Chief Operating Officer
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How we comply
Entain’s long-term sustainable success is contingent on our
commitment to high standards of corporate governance and
throughout 2024, the Board continued to be guided in its approach
through the application of the UK Corporate Governance Code
2018 (the “Code”). We believe good corporate governance is about
effective oversight, including how we provide confidence both in
the delivery of our performance to our stakeholders and in how we
report on our performance.
Through their work, the Board and Board Committees uphold the
provisions of the Code and during the year ended 31 December
2024, we have applied the principles of good governance and have
been compliant with the Code with the exception of Provision 9
at the time of appointing Stella David as the successor to Barry
Gibson as Board Chair. The Board had a clear Chair succession
plan prior to the appointment of Stella as Interim CEO in December
2023. As part of the planning for Barry Gibson to retire as Board
Chair, the Board considered the requirements of Provision 10 of the
Code and despite Stella having been Interim CEO for a short period,
the Board considered that she was the best candidate to lead both
the Board and the Company to deliver its ambitious operational
turnaround plan despite not satisfying the independence criteria.
Further details on the Chair appointment process can be found in
the People & Governance Committee report on page 105.
The Board remains dedicated to open and transparent reporting.
The way in which Entain has applied the principles and provisions
of the Code during 2024 is set out in the following pages. The full
wording of the Code is available on the Financial Reporting
Council’s website www.frc.org.uk.
Board leadership and company purpose
The Company’s purpose is to provide the best player experiences
as a leading innovator in the global regulated sports betting and
gaming sector. During the year the Board focused on a strategy of
driving organic growth and online margin expansion with particular
focus on US market growth through continued investment in the
Company’s joint venture BetMGM. As we go into 2025 the drivers
for delivering significant shareholder value remain the same with
more focus on commercial excellence, product performance,
customer experience and purposeful innovation. The Board will
continue to ensure the customer is at the heart of all we do and
is committed to providing in-market leading player protection.
The Board has also sought to promote our purpose and strategy
and made decisions in the interests of all stakeholders, having
considered the matters set out in section 172 of the Companies Act
2006 (UK).
Stakeholders
The Board has responsibility for leading the Group’s stakeholder
engagement and considering the implications of key decisions
on the Company and its stakeholders. The Board recognises that
effective engagement with our stakeholders will drive long-term
value creation, making Entain a company that people want to
invest in, buy from, partner with and work for.
Entain has identified six stakeholder categories and our report on
“Board activities” provides an overview of how the Group’s key
stakeholders are considered in Board discussions and deliberations
as part of its decision making.
Our people
Listening to and engaging our people is a key priority at Entain.
We are committed to listening to employees across the globe to
drive positive change throughout the organisation. We focus on
this through our Employee Forums, Global Engagement Conference
and global engagement survey.
Employee forums exist in many of the locations in which we
operate. Our Employee Forums continue to be a key pillar of our
employee listening and engagement strategy. The forums enable
our people to discuss and agree how their teams connect with the
Company’s purpose, strategy and values, as well as discussing
topics that impact them and their colleagues.
Our UK & Ireland Retail Forums and UK & Gibraltar Office
Forums host quarterly meetings where elected representatives
come together to share feedback on all aspects of life at Entain.
During these meetings they also hear updates from the business
on topics ranging from company purpose, strategy and values to
financial performance and operational initiatives.
Our Directors are encouraged to attend employee forums and
during the year have attended several listening sessions that
provide feedback and insight into the realities of everyday working
life at Entain. These sessions provide invaluable insights through in
person two-way dialogue to understand the key topics of interest
and priorities of Entain employees. They also create the opportunity
for nurturing a more inclusive culture across Entain and promoting
our Global DE&I initiatives.
The CEO and Executive Committee are held to account for creating
and fostering a positive culture and the Board and its Committees
receive updates on our people and culture which include how our
four core values – Do what’s right, Keep it simple, Go beyond and
Win together – connect employees and unite our global community.
Global engagement conference
Our Global Engagement Conference invites employee engagement
advocates to share their insights with the Board and Executive
Committee. The event, hosted by Melanie Tansey, Chief People
Officer, was held twice in 2024 on 31 January and 1 October, and
was attended by Board Members Stella David, Virginia McDowell
(Designated Workforce Director), Rahul Welde, Helen Ashton, and
employees representing over 20 countries.
Attendees engaged in an open two-way discussion which
covered change & transformation, communication, cyber security,
DE&I, leadership, listening, reward, talent & development, talent
acquisition, and the workplace.
Reporting against the UK Corporate Governance Code
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National Employee Forum AGM
Each year the elected representatives from our forums come
together with members of the Board and Executive Committee for
the National Employee Forum AGM.
This meeting took place on 29 January 2025. It was hosted by
Melanie Tansey, Chief People Officer, and welcomed 70 Forum
Representatives to join Stella David, Virginia McDowell and
Amanda Brown.
During the meeting, each forum presented their main achievements
and challenges from the past year and objectives for the year
ahead before having an open conversation with the Board
directors. Key topics discussed included communications, financial
performance, HR policies, listening, recognition and security.
The meeting continues to be an important opportunity to build
connections between the Board and our employees.
Shareholders
The Board receives both direct and indirect feedback on
shareholder views through formal and informal channels, including
investor roadshows, investor conferences, one to one and group
calls. Board members listen to results and trading updates held by
the Group for analysts and institutional investors and can directly
hear the questions and comments on Group performance.
The Chair and Executive Directors also hold regular meetings
with a variety of institutional investors to discuss the execution
of strategy and delivering shareholder value. Key takeaways and
feedback from shareholder meetings are shared regularly during
Board meetings.
AGM
All resolutions put to the 2024 Annual General Meeting
received overwhelming support of those investors who voted,
being approximately 83% of our shareholder base (slightly
higher than the voting level of 80% in 2023). The results of the
voting at all general meetings are published on our website:
entaingroup.com/news-insights.
Division of Responsibilities
As at the date of this report, our Board comprised the Interim Chair,
six Independent Non-Executive Directors, one Non-Independent
Non-Executive Director and two Executive Directors. There are
clear divisions between the Executive and Non-Executive
responsibilities, which ensure accountability and oversight.
The roles of Chair and Chief Executive are separately held and their
responsibilities well defined and documented. The Chair and Non-
Executive Directors meet routinely without the Executive Directors,
and individual Directors meet outside formal Board meetings in
order to gain first hand experience of our operations and engage
with our workforce.
The Executive Directors have formal meetings monthly as part
of the Executive Committee to manage and oversee the day-
to-day operations of the Company. Any significant operational
or regulatory matters are communicated to the Non-Executive
Directors on a timely basis outside of Board meetings. The Board
is supported by the Group Company Secretary and Group Deputy
Company Secretary, to whom all Directors have access for advice,
corporate governance matters and general updates.
Reporting against the UK
Corporate Governance Code
Townhall and workforce engagement day
Barry Gibson and Stella David hosted an in-person and virtual
employee townhall with the Board in June at the Stratford
office. This provided an opportunity for employees to hear more
on progress executing the Company’s strategic priorities and
key areas of focus for the Board. Questions from the audience
covered a variety of topics including financial performance,
sustainability, regulation and diversity.
In December, Stella David, Virginia McDowell and Helen Ashton
met teams from across the business in London, for a Board
employee engagement day. Sessions included meeting Retail
Forum Representatives, DE&I network leads, spending time
with the Trading team plus meeting UK Office Employee Forum
Representatives and the Wellbeing team. Virginia and Stella
hosted a lunch with the women@entain global network and
the day finished with Virginia attending the Retail’s Got Talent
Final, which showcased the engagement, energy and excitement
within the Retail workforce.
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Entain plc:
The Board must act with integrity and is collectively responsible for establishing the Company’s purpose, values
and strategy as well as overseeing the conduct of its business and promoting the long-term sustainable success
of the Group, generating value for shareholders and contributing to wider society.
The Board sets the strategic direction of the Group, approves the strategy and takes appropriate action to
ensure that the Group is suitably resourced to achieve its strategic aspirations.
The Board considers the impact of its decisions and its responsibilities to all its stakeholders, including
colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate.
The Board discharges its responsibilities directly or, in order to assist it in carrying out its function of ensuring
effective independent oversight and stewardship, delegates specified responsibilities to its committees.
Details of how the Board fulfilled its responsibilities in 2024, as well as key topics discussed and considered by
the Board committees, can be found in this Directors’ report.
Audit Committee
Oversight and review of financial reporting processes, the Group’s
system of internal control, including internal financial controls, the
appropriateness and effectiveness of the enterprise risk management
framework and principal risks and the work undertaken by Internal
Audit and the Group’s Statutory Auditor, KPMG.
Read more: pages 108 to 113
Sustainability
and Compliance
Committee
Oversight and review of the Company’s Sustainability and Compliance
programme, the Company’s relationships and engagement with a wide
range of stakeholders, progress against internal KPIs and external
Sustainability and Compliance index results. Furthermore, it ensures
that the Sustainability Strategy is on track and remains fit for purpose.
Read more: pages 114 to 117
People &
Governance
Committee
Oversight and review of Board and executive succession, overall
board effectiveness, workforce policies and practices and corporate
governance issues.
Read more: pages 104 to 107
Remuneration
Committee
Oversight and review of the Group’s overall remuneration strategy,
including share plans and other incentives. Maintains dialogue
with shareholders and the Entain workforce on remuneration
related matters.
Read more: pages 121 to 122
Capital Allocation
Committee
Oversight of the Group’s portfolio of assets, capital allocation and
capital structure. Provides advice and guidance to the Board on
improving competitive positioning in core markets and maximising
shareholder value.
Read more: page 99
Interim Chief
Executive Officer
The Interim Chief Executive Officer is responsible for the management of all aspects of the Group’s business,
developing strategy in conjunction with the Chair and the Board, and leading its execution. The Board
delegates authority for the operational management of the Group’s business to the Interim Chief Executive
Officer for further delegation in respect of matters that are necessary for the effective day-to-day operations
and management of the business. The Board holds the Interim Chief Executive Officer accountable in
discharging her delegated authorities.
Executive
Committee
The Executive Committee comprises the Interim Chief Executive Officer, Chief Financial Officer & Deputy
CEO, Group Chief Commercial Officer, Chief Product & Technology Officer, Group General Counsel, Chief
People Officer and Chief Operating Officer. It supports the Interim Chief Executive Officer in the day-to-day
management of the business, implementation of strategy and financial performance.
Disclosure
Committee
The Disclosure Committee comprises the Chief Financial Officer & Deputy CEO, Group General Counsel, Group
Deputy General Counsel-Corporate, Group Financial Controller and Group Company Secretary. It is responsible
for overseeing the Group’s disclosure obligations, pursuant to the Financial Conduct Authority’s Listing Rules
and Disclosure Guidance and Transparency Rules, as well as complying with UK Market Abuse Regulation.
Entain Leadership
Team
Business and functional leaders who own delivery of business strategy and communications across Entain.
Board and Committee Structure: Decisions,
responsibilities and delegated authority
Reporting against the UK
Corporate Governance Code
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Director meeting attendance for 2024
The Board had six scheduled meetings in 2024. There were a further 13 additional
Board meetings.
Scheduled
Meetings
attended
Meetings
eligible to
attend
Ad hoc
Meetings
Ad hoc
Meetings
eligible to
attend
Chair
Barry Gibson
4
4
13
13
Stella David
2
2
0
0
Executive Directors
Stella David
4
4
13
13
Rob Wood
6
6
12
13
Gavin Isaacs
2
2
1
1
Non-Executive Directors
Helen Ashton
6
6
3
3
Pierre Bouchut
6
6
11
13
Amanda Brown
6
6
12
13
Ronald J Kramer
4
5
3
5
Virginia McDowell
6
6
12
13
David Satz
6
6
13
13
Ricky Sandler
6
6
11
12
Rahul Welde
6
6
11
13
Notes:
Directors are expected to attend all scheduled Board meetings. In 2024, the scheduled Board meetings were held in
London and included a two-hour strategic discussion on the evening before the main Board meeting.
Where Directors are indicated as not having attended additional Board meetings, this is attributable to pre-existing and
unavoidable commitments, typically as a result of the short notice given. In each case the Director was provided with all
Board papers and the opportunity to provide comments to the Chair as appropriate. Ronald Kramer was unable to attend
the Board meeting on 1 August 2024 due to a personal commitment planned prior to his appointment.
The Chair
Pierre Bouchut
Interim Non-Executive Chair
Provides effective leadership of the Board
and promotes the highest standards of
corporate governance practices.
Leads the Board in providing strong
strategic oversight and setting the Board’s
agenda, culture and values.
Leads the Board in challenging
management’s thinking and proposals,
and fosters open and constructive debate
among Directors.
Maintains internal and external relationships
with key stakeholders and communicates
shareholders’ views to the Board.
Organises periodic monitoring and
evaluation, including externally facilitated
evaluation, of the performance of the Board,
its committees and individual Directors.
Leads on succession planning for the
Board and its committees, ensuring
appointments reflect diverse cultures, skills
and experiences.
Executive directors
Stella David
Interim Chief Executive Officer
Leads and directs the implementation of the
Group’s business strategy, embedding the
organisation’s culture and values.
Leads the Executive Committee with
responsibility for the day-to-day operations
of the Group and financial performance.
Maintains relationships with key internal
and external stakeholders including the
Chair, the Board, customers, regulators
and shareholders.
Maintains responsibility and accountability
for the Group’s and its employees’
compliance with applicable laws, codes,
rules and regulations, good market practice
and Entain’s own standards.
Rob Wood
Chief Financial Officer & Deputy CEO
Supports the Chief Executive Officer in
developing and implementing the Group
strategy and recommends the annual
budget and long-term strategic plan.
Leads the Finance function and is
responsible for effective financial reporting,
including the effectiveness of the processes
and controls, to ensure the financial control
framework is robust and fit for purpose.
Maintains relationships with key
stakeholders including shareholders.
Leads the Disclosure Committee to
ensure the Group meets its disclosure and
reporting requirements as well as releasing
material and accurate information to the
market on a timely basis.
Senior Independent Director
David Satz
Independent Non-Executive Director
& Senior Independent Director
Supports the Chair, acting as intermediary
for Non-Executive Directors when required.
Leads the Non-Executive Directors
in evaluating the performance of the
Chair, supporting the clear division of
responsibility between the Chair and the
Chief Executive Officer.
Listens to shareholders’ views if they have
concerns that cannot be resolved through
the normal channels. Leads an orderly
succession process for the Chair.
Non-Executive Directors
Constructively challenge and contribute
to the development and approval of
Group strategy.
Challenge and oversee the performance
of management.
Ensure that financial information is accurate
and that both controls and the system of
risk management are effective and robust.
Contribute to the assessment and
monitoring of culture. Maintain internal
and external relationships with the Group’s
key stakeholders.
Reporting against the UK
Corporate Governance Code
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Strategy
Execution of group strategy
S C Cu TC R Su
Regular updates on priorities and improving capabilities for
execution of core digital and retail business strategies.
Oversight of customer centric initiatives to better serve
customers and enable moments of excitement.
Oversight and challenge to proposed steps and progress
accelerating sportsbook product and platform enhancements.
Two-day session validating the Group strategy and defining
the four strategic pillars of Commercial Excellence, Product
Performance, Customer Focus and Purposeful Innovation as
the key deliverables to create significant stakeholder value and
deliver best player experiences to customers in the regulated
sector of sports betting and gaming.
Approved the bankable plan and key deliverables for the
transformation project (Romer) to simplify the organisational
structure, execute operational efficiencies, deliver cost
saving initiatives and better ways of working in order to drive
superior customer experiences, organic growth and long-term
value creation.
M&A activity
S C Cu R Su
Received regular updates on the performance of recent
acquisitions and strategic investments.
Conducted a strategic review with Moelis Investment Bank and
kept strategic opportunities under regular review.
Approved two small acquisitions in Italy subject to successful
due diligence.
Financial plan
S C Cu Su
Discussed and approved the three-year plan through to 2028.
During 2024, the Board focused on Entain’s key strategic priorities,
financial performance, operational excellence, organisational
design, product roadmap, modernisation and resiliency of the
core Entain platform and the evolving regulatory landscape.
With the support of the Capital Allocation Committee, the Board
has regularly looked at strategic opportunities with a clear
focus on achieving the long term success of the Company and
unlocking shareholder value. The Board continued to keep abreast
of significant regulatory challenges as the Company continued
to enhance compliance standards to address remedial actions
agreed under the Deferred Prosecution Agreement with the Crown
Prosecution Service and address issues raised by other regulators.
Capital Allocation Committee
In February, the Capital Allocation Committee was set up and
conducted a comprehensive portfolio review of Entain’s markets,
brands and verticals. The objectives of this review were to help
focus the organisation, improve competitive positions in core
markets and maximise shareholder value. Strategic alternatives
were considered across several strategic assets, including the
sale of its Georgia business. Following a detailed process, the
Committee concluded not to pursue a sale as third-party interest
did not exceed the value Crystalbet added to Entain’s global
portfolio through its strong growth and cash generation.
The outcome of the portfolio review confirmed that Entain had an
appropriate mix of strategic diversified assets, brands, capabilities
and geographic footprint to ensure it was well positioned to deliver
high-quality long-term growth. The Board, on the recommendation
of the Committee agreed that there was significant upside to
focusing on the delivery and execution of the Group’s strategy
of returning to organic revenue growth, expanding margins and
winning in the US.
The Committee has closely monitored the Company’s
liquidity and leverage position during the year. After its initial
review, we concluded that the balance sheet was robust.
Subsequent refinancing actions taken during the first half of the
year further strengthened our liquidity position.
The Committee received updates on operational progress during
the year with an emphasis on executing strategy and accelerating
the operational turnaround.
As we start 2025, the Committee will continue to consider options
to maximise shareholder value and the long-term success of the
Company, including ongoing oversight of all significant aspects of
capital commitments.
Board
As an Isle of Man incorporated company, Entain is not subject to
the reporting obligations under section 172 of the Companies Act
2006 (UK). Nevertheless, the Board recognises the importance
of effective governance and intends to operate in line with
the UK reporting requirements. The Board meetings are a key
mechanism for Directors to discharge their duties, notably under
section 172 of the Companies Act 2006 (UK). An overview of the
Board’s discussions and how these considered the Group’s key
stakeholders is set out below.
Board activities during 2024
Key to stakeholder groups:
S
Shareholders
Cu
Customers
Su
Suppliers
TC
The Community
R
Regulators
C
Colleagues
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Performance
Business updates
S Cu R Su
Deep dives on the key markets, including the UK, US, Brazil,
Poland, Croatia, Italy, Belgium and the Baltics.
Discussed and debated challenges with financial and
operational performance in Q1 2024.
Monitored performance and debated strategic opportunities
relating to BetMGM.
Evaluation of marketing efficiency across key markets.
Financial updates
S Cu R Su
Reviewed and approved the 2025 Budget.
Discussed and approved the continued progressive
dividend policy.
Monitored and debated the wider macroeconomic and
geopolitical environment and its potential impact on
our business.
Received weekly financial performance updates.
Regulatory developments
S C Cu TC R Su
Received regular regulatory and legal updates from the Group
General Counsel.
Closely monitored progress with the remedial actions
under the Deferred Prosecution Agreement agreed with the
Crown Prosecution Service and the developing situation
with AUSTRAC.
Kept under review progress with the permanent licence granted
by Nevada Gaming Commission.
Reviewed the implications of the affordability checks and
financial assessment requirements of the UK Voluntary Industry
Code and the impact of measures post implementation.
Received updates on regulatory developments and themes
relating to deposit limits, advertising, single customer view and
player refund litigation.
Considered proposals for changes to the corporate structure
of the Brazil subsidiary in preparation for regulation on
1 January 2025.
Risk
S C Cu TC R Su
Approved the Group’s principal risks and challenged
management on the mitigating actions being taken to manage
Entain specific risks, including emerging risks.
Conducted a deep dive into the controls and processes adopted
by the Company to comply with regulatory, licencing and
compliance regimes.
Reviewed and approved the Group’s annual long-term
viability statement.
People and culture
S Cu TC R Su
Comprehensive review of the strategic people agenda and
priorities, including steps being taken to attract and retain talent.
Discussed executive succession planning and reviewed the
refreshed Entain Leadership Framework.
Oversight of organisation design and review of ways of working
initiatives and performance culture.
Received updates and provided feedback on the results of the
annual employee survey.
Responsible gambling
S C Cu TC R
Received regular updates on the Group’s player protection
activities and approved the Regulatory and Safer
Gambling Charter.
Player Protection remained a key area of focus for the Board
during 2024 with regular reviews of the utilisation of safer
gambling tools, the number and type of interventions, customer
account reviews and the volume of self-excluding players and
operator excluded customers.
Product & Technology
S C Cu R Su
Received regular updates on the Product & Technology operating
model, modernising the Group’s technology architecture and
strategic options for the core Entain platform.
Kept under review the Tech debt plan to address identified issues
in areas of IT operations, tech compliance and cybersecurity.
Monitored progress and the successful migration to a cloud
embedded architecture.
Received regular updates on the Product Roadmap and
tracked progress with the acceleration of player experience
improvements and the enhancing quality of sportsbook product
and igaming offering, especially in the US.
Received regulator updates on actions being taken to address
cybersecurity risks and threats and improve the Company’s
cybersecurity maturity following the assessment conducted by
EY in 2023.
Reviewed “lessons learned” from the Crowdstrike incident that
impacted customer facing systems.
Deep dive into the effectiveness of Customer Services
organisation and recommended remedial actions.
Reporting against the UK
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Market updates & regulatory disclosures
S C Cu TC R
Approved the Notice of Meeting for the AGM.
Reviewed and approved the Annual Report and Accounts
following recommendations from the Audit Committee.
Considered key market updates and disclosure obligations in
respect to Full Year and Half Year results, quarterly trading
performance, BetMGM trading updates and Chair and
CEO appointments.
Received regular updates on litigation and legal risk exposures.
Investor feedback
S
Received feedback from investor meetings and roadshows from
the Chair, Executive Directors and Director of Investor Relations.
Considered external reviews of investor feedback on Entain’s
performance and governance.
Board governance
S C R
Kept under review the Schedule of Matters Reserved for
the Board.
Reviewed and approved an updated delegated authority
financial matrix.
Conducted an externally facilitated annual evaluation based on
questionnaires and interviews covering the effectiveness of the
Board, its Committees and the performance of the Chair and
individual directors.
Reviewed and refreshed the Terms of Reference for the Audit,
Remuneration, Sustainability & Compliance and People &
Governance committees.
Conflicts of interest policy
S C Cu TC R Su
Reviewed and approved the Board’s Conflicts of Interest
Register on a six-monthly basis.
Board succession
S C R
Engaged with Spencer Stuart and Sam Allen Associates
throughout the year as part of ongoing succession planning for
Non-Executive Directors.
Conducted a detailed Chief Executive Officer search with the
support of Spencer Stuart.
Engaged Russell Reynolds to provide an independent evaluation
of Stella David against specific Chair capabilities and conducted
relevant profiling to provide assurance that Stella was a good fit
for the role.
Governance
Reporting against the UK
Corporate Governance Code
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Composition, succession and evaluation
Board commitment, balance and independence
The Board keeps under review and remains satisfied that each
Non-Executive Director devotes sufficient time to the role in order
to discharge his or her responsibilities and duties effectively.
The Interim Chair, Senior Independent Director and other Non-
Executive Directors each have letters of appointment and do not
serve in an executive capacity.
Excluding the Interim Chair, of the remaining nine Directors, six
are independent Non-Executive Directors. Due to his relationship
with Eminence Capital LP, a shareholder holding more than 5% of
the Company’s issued share capital, Ricky Sandler is considered
a Non-Independent Non-Executive Director. The People &
Governance Committee keeps the independence of the Board
under regular review and is of the opinion that the Board has
an appropriate combination of executive and non-executive, in
particular independent non-executive directors, and complies with
the Code recommendations.
Board appointments are made following a formal and transparent
process facilitated by the People & Governance Committee,
typically with the aid of external search consultants. All directors
are subject to annual re-election at the AGM.
Directors are required to obtain formal approval from the
Board ahead of undertaking any new external appointments.
Before accepting an additional role Directors must declare the
existence of any potential or actual conflicts, confirm that the role
will not breach overboarding limits and provide the necessary
assurance that the appointment will not adversely impact their
ability to continue to fulfil their role as a Director. In each case
before granting its consent, the Board will consider carefully
whether there would be any impact on the time commitment
required for each Director, or on the independence and objectivity
required to discharge the agreed responsibilities of each role.
During 2024, there were two requests and it did not raise any
concerns for the Board.
At the time of Stella David’s appointment as Interim CEO in
February 2025, the Board carefully considered her external
mandates noting she had been appointed Chair of Norwegian
Cruise Line Holdings Ltd during 2024, having been a Non-
Executive Director since 2017. The Board was satisfied that
Stella could effectively manage her responsibilities as Interim
CEO alongside her external directorships. Furthermore, given
her previous experience in the Interim CEO role, the Board took
comfort in its decision, noting that her attendance has consistently
exceeded market expectations. It was agreed that her time
commitments would be closely monitored during 2025.
Conflicts of interest policy
The Board has a Conflicts of Interest policy and an annual conflicts
authorisation process, whereby the Board reviews and approves
Entain’s Conflicts of Interest Register and seeks confirmation from
each Director of any changes or updates to their position.
This authorisation process informs the People & Governance
Committee’s assessment of a Non-Executive Director’s
independence and ability to devote sufficient time to their role
when proposing that Director for re-election at the AGM.
Director induction, training and development
The Chair is assisted by the Group Company Secretary in providing
all new Directors with a comprehensive induction programme
on joining the Board. The induction programme provides new
Directors with an understanding of their duties as Directors,
the Group, its businesses and the markets and the regulatory
environment in which it operates. This includes meetings with
senior executives and their direct reports. The programme also
provides an overview of the Group’s governance practices. Non-
Executive Directors will have further content tailored to the Board
Committees that they join.
Ricky Sandler, Ronald Kramer and Helen Ashton each received an
induction programme following their appointment. This included
one-to-one meetings with our Executive Committee, commercial
and functional leaders and our Internal and External Auditors.
The Chair has overall responsibility for ensuring that Directors
receive suitable training to enable them to carry out their duties.
Training is also provided by way of reports and presentations
prepared for each Board meeting, as well as meetings with Group
employees and external advisers. During 2024, we arranged lunch
and learn sessions during the Board meeting agenda that gave
the Directors the opportunity to discuss and receive a deeper
understanding of our Ethics and Compliance programme, the UK
Takeover Code and Market Abuse Regulations, Sportsbook and
Gaming strategies as well as actions being taken to accelerate user
experience improvements.
The Directors completed the four e-learning modules that are
mandatory for all employees, relating to Playing by the Rules,
Doing What’s Right, Protecting Our Information and Maintaining
Cybersecurity. They also attended a bespoke 90-minute safer
gambling workshop facilitated by the EPIC Risk Management team.
The Directors have access to independent professional advice
at the Group’s expense, as well as the advice and services of the
Group Company Secretary, who advises the Board on regulatory
and corporate governance matters.
Reporting against the UK
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Board evaluation and effectiveness
Our annual Board evaluation provides the Board, and its
Committees, with an opportunity to consider and reflect on the
quality and effectiveness of the end-to-end board governance
processes adopted by the Company, including decision making,
range and depth of discussion and the contribution and
performance of individual directors. In consideration of the FRC’s
Guidance on Board Effectiveness and the CGI’s Principles of
Good Practice relating to external reviews, the Board appointed
Lintstock Ltd, who having carried out the previous externally
facilitated review during 2021/22, to conduct an independent and
detailed assessment of the Board, Committees and individual
Directors. Lintstock Ltd is an advisory firm that specialises in
Board reviews and has no other connection with the Company or
individual Directors.
The scope and objectives of the review were agreed following
several briefing meetings with Lintstock. Lintstock collaborated
with the Chair and Group Company Secretary to design a bespoke
line of enquiry tailored to the business needs of Entain. As well
as covering core aspects of governance such as information,
composition and dynamics, the review considered people, strategy
and risk areas relevant to the performance of Entain. The review
had a particular focus on the following areas:
Board oversight priorities during a period of leadership transition.
The top strategic opportunities and issues facing Entain.
Mechanisms for overseeing people and culture.
Board members completed bespoke surveys assessing
the performance of the Board and each of its Committees.
Each Director also completed a self-assessment of their own
performance and a 360 assessment of the contribution of each of
their colleagues. Feedback was shared on an individual basis by
the Interim Chair.
In depth interviews with Board members were conducted by two
Lintstock partners. The findings from the survey stage enabled
Lintstock to focus discussions on the priorities for each interviewee.
Lintstock analysed the findings from the surveys and the interviews
and delivered focused reports documenting the findings, including
a number of recommendations to increase effectiveness.
These reports were shared with the Chair and then reported to
the Board meeting in February 2025. Actions were agreed for
implementation and monitoring.
Lintstock found that the Directors engaged openly with the review,
which identified the management of meetings and the standard
of Board support as particular strengths. The Board’s strategic
oversight was also seen to have improved.
The review identified a number of priorities for the Board, including:
Defining key oversight priorities during a period of leadership
transition, and reflecting on any lessons that could be drawn
from recent events.
Identifying opportunities for the Non-Executive Directors
to get closer to the business by reviewing the schedule of
business and employee events and the cadence of engagement
with management.
Continuing to monitor people matters closely, including
the impact of recent events on Entain’s culture and
talent management.
Further enhancing the Board’s understanding of evolving
key stakeholder requirements, competitor strategies and
market developments.
The review also provided a number of recommendations to further
refine the oversight of the Board Committees.
Reporting against the UK
Corporate Governance Code
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Entain plc Annual Report 2024
People & Governance Committee Report
As Chair of the People & Governance Committee, I am pleased to
provide this update on the Committee’s work over the past year.
Despite the challenges the Company has faced, the Committee
has remained focused on maintaining the highest standards of
leadership and governance, and fostering an inclusive culture.
Diversity, equity and inclusion are core considerations for the
Committee not only at Board level, but throughout the Group.
The Board endeavours to strengthen diversity in all forms when
considering appointments. As a Committee, we have overseen
improvements to the Group’s recruitment processes to ensure that
they align with best practices in diversity, equity and inclusion.
We have also reviewed talent retention programmes as we
continue to build a performance-driven culture.
At the financial year end female representation on the Board was
at 40.0% aligning with the target set by the FTSE Women Leaders
Review (the successor to the Hampton-Alexander Review) and
the board diversity targets outlined in the Listing Rules. This is
an improvement on the previous year’s figure of 33.3%. Entain is
compliant with the Parker Review’s target for at least one Board
member to be from an ethnic minority background. The Committee
regularly reviews the composition of the Board to ensure that we
have the right balance of skills, experience and diversity to lead
the Company and continue to deliver shareholder value. Further to
our comprehensive succession planning and ongoing search for
new Directors, we were delighted to welcome both Ronald Kramer
and Helen Ashton as independent Non-Executive Directors on
12 March 2024 and 8 July 2024 respectively.
With the support of the full Board, the Committee undertook a
thorough and robust search for a new Chief Executive Officer
of the Company during the year. In July 2024 we announced the
appointment of Gavin Isaacs as the new Chief Executive Officer.
As announced in April 2024, following the appointment of the new
Chief Executive Officer, Barry Gibson stepped down as Chair of the
Board in September 2024, replaced by Stella David who was the
Interim Chief Executive Officer at the time and had previously been
the Senior Independent Director. Gavin Isaacs left the business by
mutual agreement on 11 February 2025. At this point, I became
Interim Non-Executive Chair of the Group and Stella David returned
to the role of Interim Chief Executive Officer. We have started the
search for our permanent Chair and Chief Executive Officer.
Last year we reported that the Committee’s composition at the
start of 2024 did not align with Provision 17 of the UK Corporate
Governance Code (the “Code”). Provision 17 requires the majority
of members of the nomination committee to be independent non-
executive directors. The Committee kept this matter under review
and I am pleased to report that, with the appointment of Amanda
Brown as a member of the Committee in April 2024, compliance
was restored.
Pierre Bouchut
Chair of the People &
Governance Committee
“DIVERSITY, EQUITY
AND INCLUSION
ARE CORE
CONSIDERATIONS
FOR THE
COMMITTEE.”
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People & Governance
Committee Report
1. Appointed as Chair of the Committee with effect from 30 September 2024. Ceased to be a member of the Committee with effect from 11 February 2025.
2. Appointed as a member of the Committee with effect from 26 April 2024.
3. Resigned from the Committee with effect from 30 September 2024.
4. Appointed as a member of the Committee with effect from 3 January 2024.
The Committee held 11 meetings during 2024. Committee members are expected to attend all scheduled meetings. Where Committee
members are indicated as not having attended a meeting, this is attributable to pre-existing and unavoidable commitments, typically as
a result of short notice given. In each case the Committee member was provided with all relevant papers and the opportunity to provide
comments to the Committee Chair as appropriate. Attendance at the meetings was as follows:
Committee Member
Number of
scheduled meetings
attended
Number of
scheduled meetings
eligible to attend
Number of
ad hoc meetings
attended
Number of
ad hoc meetings
eligible to attend
Stella David (Chair)1
3
3
8
8
Amanda Brown2
2
2
4
4
Barry Gibson3
2
2
7
7
Virginia McDowell
3
3
7
8
Ricky Sandler4
3
3
6
7
Rahul Welde
3
3
7
8
Regular attendees at Committee meetings included the Chief
Executive Officer and the Chief People Officer. Other individuals
and external advisers were invited to attend as and when
appropriate and necessary.
Activities
Board appointments
Chief Executive Officer
At the beginning of the year, the Board initiated a comprehensive
search process to identify and appoint a new Chief Executive
Officer. With input from the Board, the Committee agreed the role
profile and the proposed hiring approach, which included, but was
not limited to, the interview process and candidate submission
content. This approach was confirmed with our chosen search firm,
Spencer Stuart.
Over a period of six months, the Committee and the Board,
where required, interviewed a range of candidates. The process
resulted in the Board’s agreement to the suitability of the
individual offered the role, following the pre-agreed rigorous and
transparent process.
Chair of the Board
In April 2024, the Company announced that Barry Gibson would
retire as Chair. The timing for stepping down had been carefully
planned and the Company had a well-defined Chair succession
plan in place, ensuring a seamless transition and maintaining
continuity and stability within the Board. The Board had identified
Stella David as the successor to Barry Gibson. This decision was
driven by her extensive Board and Chair experience, as well as
her deep understanding of the business momentum and the key
challenges facing the Company. To ensure that Stella had the right
capabilities for the Chair role, the executive search firm Russell
Reynolds conducted a comprehensive capability assessment
focusing on chair-specific competencies, sector experience,
strategic alignment, stakeholder management, communication
skills, and leadership qualities prior to the Board approving
Stella’s appointment. Aside from undertaking this assessment,
Russell Reynolds has no other connections with the Company or
individual Directors.
Following Stella’s appointment as Interim Chief Executive Officer in
February 2025, as the Senior Independent Director, Pierre Bouchut
was deemed to be the most suitable Board member to assume the
role of Chair of the Board on an interim basis.
The role of the Committee
The Committee actively reviews the composition and diversity of
the Board and leadership team and has oversight of the succession
process. It ensures that appropriate procedures are in place for the
training and evaluation of Directors; reviews workforce policies
and practices, and monitors their consistency with the Company’s
purpose, strategy and values; and reviews developments in law,
regulation and business practice relating to corporate governance.
Key responsibilities of the Committee
Ensuring that there is a formal, rigorous and transparent
procedure for appointments to the Board.
Leading the process for appointments and making
recommendations to the Board.
Assisting the Board in ensuring its composition is regularly
reviewed and refreshed, taking into account the length of service
of the Board as a whole, so that it is effective and able to operate
in the best interests of shareholders.
Overseeing the development of a diverse pipeline for succession
for appointments to the Board and senior management positions.
In conjunction with the Board, setting measurable targets
for diversity and inclusion in relation to the Board and senior
management positions.
Reviewing workforce policies and practices, in particular
those which have an impact on diversity and inclusion, culture,
employee engagement and wellbeing.
The Committee’s Terms of Reference were reviewed and updated
by the Committee and subsequently approved by the Board
during the year. These can be found on the Company’s website at
entaingroup.com/about-entain. The Committee has operated in
line with its Terms of Reference throughout the year.
Committee membership and attendance
At the end of the financial year the Committee was comprised of
the following five members: Amanda Brown, Virginia McDowell,
Ricky Sandler, Rahul Welde and Stella David, who was appointed
as Chair of the Committee, replacing Barry Gibson who stepped
down from the Board and from the Committee when he retired as
Chair of the Company on 30 September 2024. Both Amanda Brown
and Ricky Sandler were appointed as members during the year
(see the table below). Following her appointment as Interim Chief
Executive Officer on 11 February 2025, Stella David ceased to be
Chair and a member of the Committee and Pierre Bouchut was
appointed in her place.
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People & Governance
Committee Report
Director reappointment for the 2025 Annual General Meeting
In line with the Code, the Committee conducted a thorough
assessment of the independence, time commitment and overall
performance when proposing each Non-Executive Director for
re-election at the 2025 Annual General Meeting. The Committee
remained satisfied that the Non-Executive Directors continued to
act with the utmost independence. The Committee did not identify
any time commitment issues in respect of those Directors standing
for re-election at the 2025 Annual General Meeting. The Committee
is of the view that each Director standing for re-election continues
to make an effective and valuable contribution to the success of
the Company.
The Company aims to comply with the Code’s director
independence requirements. Provision 9 of the Code states that the
Chair should be independent on appointment. Having been Interim
Chief Executive Officer between December 2023 and September
2024, Stella David did not meet the independence requirements on
her appointment as Chair of the Board. However, for the reasons
set out above, the Board agreed that she was the best candidate
to lead the Board and Company to deliver its ambitious turnaround
plan and create shareholder value. Following the departure of
Gavin Isaacs from the business in February 2025, Stella once again
assumed the role of Chief Executive Officer on an interim basis and
Pierre Bouchut became Non-Executive Chair on an interim basis.
Diversity, equity and inclusion
The Committee received regular updates on the work being
undertaken to improve diversity, equity and inclusion across
the business. During the year, these updates included details of
the implementation of new technology to improve recruitment
processes and to enable a better use of data to improve
succession planning and support the building of a strong pipeline
of female talent; the launch of a new employer brand to support
the employee value proposition; continued support for the
Group’s employee networks such as Women at Entain and Black
Professionals at Entain; and the launch of a women in leadership
apprenticeship programme. The Committee was kept informed
about the actions taken to address issues arising from the Your
Voice survey and was notified about employee engagement events
which Board members were invited to attend.
Further details on diversity, equity and inclusion can be found on
page 51.
During the year the Committee reviewed the Group Diversity,
Equity & Inclusion Policy (including Board diversity) – no material
changes were made. The policy can be found on our website at
entaingroup.com/about-entain.
Non-Executive Directors
During the year, the Company’s process for appointing new
Non-Executive Directors was supported by Spencer Stuart and
by Sam Allen Associates. Aside from supporting the Group’s 360
Leadership Assessment and Development Programme, Spencer
Stuart has no other connections with the Company or individual
Directors. Similarly, aside from providing leadership effectiveness
support, Sam Allen Associates has no other connections with the
Company or individual Directors.
In January 2024, Ricky Sandler was, on the recommendation of
the Committee, appointed as a Non-Executive Director of the
Board and as a member of the People & Governance Committee.
In connection with his appointment, due to being the Chief
Executive Officer and Chief Investment Officer of Eminence
Capital LP, a shareholder of the Company, Entain entered into a
relationship agreement with Eminence Capital and Ricky Sandler,
which covers matters including customary governance, standstill
and voting provisions. A summary of the principal terms of the
agreement is available on the Company’s website at
entaingroup.com/about-entain.
In March 2024, the Board appointed Ronald Kramer as an
independent Non-Executive Director. In reaching its decision,
the Board determined that Ronald was a high calibre individual
with deep knowledge and expertise of the US gaming industry
who would add significant value to the Board. In July 2024, the
Board appointed Helen Ashton as an independent Non-Executive
Director. She was also appointed as a member of the Audit
Committee and subsequently became Chair of the Audit Committee
on 30 September 2024. Helen has over 30 years’ experience
of working in public and private equity backed businesses and
has extensive, recent and relevant financial experience, being a
qualified Chartered Management Accountant. In December 2024
Helen joined the Remuneration Committee.
As part of its remit to lead the process for appointments to the
Board, the Committee continues to work closely with its advisers
to identify potential Non-Executive Director candidates who would
add further value, bench strength and diversity to the Board.
Board composition and Board Committees
The Committee keeps the composition of the Board and its
Committees under regular review to ensure that the Directors, in
their roles as members of the Board and members of the Board
Committees, as a collective, have the right skills, experience and
knowledge to discharge their responsibilities. The Committee also
keeps under review longer-term succession planning for the Board
and its Committees.
During the financial year the composition of Entain’s Board
Committees met the requirements of the UK Corporate Governance
Code and Entain’s own Terms of Reference for each Committee
with the exception of the People & Governance Committee from
January 2024 to April 2024 as explained above. Any changes to the
Board and its Committees during the year were recommended by
the Committee to the Board for approval.
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Leadership development
Following the launch of the 360 Leadership Assessment and
Development Programme towards the end of 2023, the Committee
received regular updates on the progress of the programme.
During the year, the programme was extended beyond the
Executive Committee members to include members of the Entain
Leadership Team and other senior executives. By the end of
H1 2025 over 200 employees will have taken part in the 360
assessment and received individual development plans to help
them improve as leaders and better drive the strategic growth of
the business.
Other reviews
The Committee received regular updates on employment data
including details of attrition rates, the impact of reorganisations
on headcount and vacancies, the implementation of training
programmes to upskill managers (particularly across the retail
estate), and initiatives to improve local hiring capabilities.
The Committee was briefed on the risk workshop which helped to
identify the people risks which could potentially impact the delivery
of the Group’s strategic priorities or damage the Group’s reputation.
The briefing included a review of the people risk dashboard which
set out the mitigating actions put in place to manage the identified
risks. The Committee was also briefed on an assessment of the
Group’s use of the Apprenticeship Levy.
The Committee reviewed the data submitted to the FTSE
Women Leaders Review and also reviewed and approved for
recommendation to the Board the proposal for the 2024 evaluation
of the Board and its Committees.
Committee evaluation
Entain undertakes a review of the People & Governance
Committee’s performance on an annual basis to increase
effectiveness and to identify areas for improvement. In 2024,
Lintstock Ltd, an advisory firm specialising in Board and
Committee Reviews, conducted a review of the performance of
the People & Governance Committee as part of the external Board
Review process.
Lintstock found that the Committee members engaged well
with the Review, which had a particular focus on the role of the
Committee during an ongoing period of leadership transition.
Areas for focus in 2025 include further refining appointment
processes and elevating the Committee’s focus on people.
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Entain plc Annual Report 2024
Audit Committee Report
I am delighted to introduce my first report as Audit Committee
Chair and would like to convey my thanks to Pierre Bouchut
for his leadership of the Committee over the previous six years
and for the guidance he has provided in ensuring a smooth and
effective handover. Since my appointment to the Committee in
July, in addition to completing my induction, I have had regular
meetings with members of the Committee, the CFO, other
members of management, including regular presenters to the
Committee, and our external audit partner to fully understand
the Company’s processes and approach to financial and
narrative reporting, the effectiveness of the enterprise risk
management framework and the internal control systems.
One of our key roles is to advise the Board that we are satisfied
that the Annual Report and Accounts are fair, balanced and
understandable, and provide the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy. In doing so, we ensure that
management’s disclosures reflect the supporting data and
information or challenge them to explain and justify their
interpretation and, as required, re-present the information.
The Committee has spent considerable time reviewing and
scrutinising the Group’s financial results, and details of the
significant matters we considered can be found on page 113.
Throughout the year, the Committee has monitored the
implementation of the Enterprise Risk Management (“ERM”)
Framework and constructively challenged the process for
identifying and assessing principal and specific risks impacting
the Company’s business and operations. The Committee has
undertaken a programme of principal risk reviews, debated both
existing and emerging risks and considered how we can continue
to satisfy ourselves of the effectiveness of the Company’s risk
management internal control systems in mitigating the impact
of such risks. We are broadly comfortable with our control
environment but the Committee has tasked management to
conduct a further review of its approach to risk management in
early 2025 and work closely with the Committee to address some
areas of informality and ensure the Board is well positioned to
comply with Provision 29 of the UK Corporate Governance Code
during 2026.
2025 will be a busy year for the Committee. As management
embarks on a second year of operational turnaround and
executes against approved strategic priorities, the Committee
will proactively monitor the control environment and keep risk
exposure under review. In addition to assessing the effectiveness
of material controls, the Committee will work closely with the
Sustainability & Compliance Committee to ensure the Group
delivers its comprehensive roadmap and robust governance
framework to comply with the required Corporate Sustainability
Reporting Directive.
I am confident that we have the right mix of financial, accounting,
risk and sector experience to enable the Committee to continue
to perform effectively and oversee a continued period of growth,
addressing the challenges of the changing regulatory and
operating environment that the Company faces as we go into 2025.
I would like to take this opportunity to thank all those in the
Entain team that have worked so hard throughout the year on
strengthening our risk and control environment.
Helen Ashton
Chair of the Audit Committee
“THE COMMITTEE
WILL PROACTIVELY
MONITOR THE
CONTROL
ENVIRONMENT
AND KEEP RISK
EXPOSURE UNDER
REVIEW.”
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The role of the Audit Committee
The Audit Committee oversees the effectiveness of the
Group’s financial reporting, systems of internal control and
risk management and the integrity of external and internal
audit processes.
Key responsibilities of the Audit Committee
Monitor the integrity of Entain plc’s financial statements
and any formal announcements relating to the Company’s
financial performance.
Review and challenge, where necessary, the significant financial
reporting issues and judgements in relation to the half-year and
annual financial statements.
Review the effectiveness of, and ensure that management has
appropriate internal controls over financial reporting.
Make recommendations to the Board concerning any proposed,
new or amended accounting policies.
Review and monitor the relationship with the external auditor
and oversee its appointment, tenure, rotation, remuneration,
independence and engagement for non-audit services.
Oversee the work of Internal Audit and assess the effectiveness,
performance, resourcing, independence and standing of
the function.
Review and monitor the implementation and effectiveness of
risk management systems and conduct a robust assessment of
emerging and principal risks facing the Company.
Oversee policies, procedures and arrangements for capturing
and responding to whistleblower concerns and ensuring they are
operating effectively.
Assess and report on the Group’s viability.
The Audit Committee Terms of Reference can be found on the
Company’s website at entaingroup.com/about-entain.
Audit Committee membership and attendance
As at 31 December 2024 the Committee consisted of four
members, all of whom were independent Non-Executive
Directors. Pierre Bouchut served as the Chair of the Committee
until 30 September 2024, when Helen Ashton assumed the role.
Helen has a strong financial background, and brings over 30 years
of experience in both public and private equity-backed businesses
and is a qualified Chartered Management Accountant. Her career
includes serving as the CFO of ASOS plc and holding executive
roles at ASDA, Barclays, and Lloyds Banking Group. Helen’s
extensive background spans global business and financial services,
with a deep understanding of high-growth digital and retail
sectors. The Board is satisfied that Helen has the required level
of relevant financial experience, as outlined in the UK Corporate
Governance Code, and competence in accounting and auditing as
required by the FCA’s Corporate Governance Rules in DTR7.
The Board remains satisfied that the Committee, as a whole,
maintains an appropriate level of independence and possesses
relevant financial and commercial experience across various
industries, including the gaming sector, to effectively address the
issues it is required to consider. Committee members keep apprised
of relevant developments to ensure competence remains aligned
with the Group’s continuing business needs, complementing the
other skills they bring to the Board and Committees.
Regular attendees at Committee meetings include the Chief
Financial Officer & Deputy CEO, Group Financial Controller,
Group General Counsel, Director of Internal Audit, the External
Auditor Partner and the Chair of the Sustainability & Compliance
Committee. The Committee regularly holds private discussions
with the Director of Internal Audit and External Auditor separately
without management present. The Chair of the Committee
regularly holds separate one-to-one meetings with the CFO,
Director of Internal Audit, the External Auditor and with Committee
members outside of scheduled meetings to better understand any
issues or areas of concern.
In 2024, the Committee held six meetings. Attendance at the meetings was as follows:
Committee Member
Number of meetings attended
Number of meetings eligible to attend
Helen Ashton (Chair)1
3
3
Pierre Bouchut2
5
6
David Satz
6
6
Rahul Welde
6
6
1. Helen Ashton joined the Committee as a member on 8 July 2024. She replaced Pierre Bouchut as Committee Chair with effect from 30 September 2024.
2. Pierre Bouchut was unable to attend the meeting on 14 November 2024 due to personal reasons.
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Responsibility for Entain’s financial statements: Fair, Balanced and Understandable
The Board is ultimately responsible for presenting a fair, balanced and understandable assessment of Entain’s position and prospects,
which extends to the half-year and annual financial statements and Annual Report.
Delegation
Entain’s finance department, led by the
CFO & Deputy CEO, prepares and reviews
the financial statements.
Management coordinates with the
CEO, CFO & Deputy CEO and Chair on
the preparation of any business model
and strategy.
The Group Company Secretary with
the Chair of the Board, the Chairs of the
various Board Committees, prepares the
corporate governance statements and all
Board Committee reports.
External Review
Entain’s external auditors audit the Annual Report and financial statements and review the half-year accounts. A report to the Audit
Committee is prepared.
Committees’ Review
The Audit Committee reviews the Annual Report, draft financial
statements and accompanying statements and meets with the
external auditors to review their report. The Audit Committee
proposes amendments and makes recommendations to the
Board and further approves the Audit Committee’s Report.
For the annual report the Remuneration Committee, People
& Governance Committee and Sustainability & Compliance
Committee respectively review their Committee Reports, propose
changes and make recommendations to the Board.
Board Review
The Board reviews the Annual Report and financial statements, accompanying reports and recommendations from its Committees
and makes changes to the disclosure where appropriate.
Auditor Reporting to The Board
The external auditors prepare their final report (Annual Auditor’s Report) or review report (Half-Year Results).
Audit/Board Approval and Publish
The Board and auditors approve the Annual Report, year-end financial statements and disclosures and the half-year report and these
are then released to the Stock Exchange and published on Entain’s website on receipt of the final audit report.
In respect of the financial statements and accompanying reports for the year ended 31 December 2024, the Company has followed the
process detailed above. Following the review and challenge of the disclosures, the Committee recommended to the Board that the
financial statements taken as a whole, were fair, balanced and understandable. The financial statements provided the shareholders with
the necessary information to assess the Group’s performance, business model, strategy and risks facing the business.
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Activities
Financial disclosure
The Committee conducted a thorough review of the full-year and
half-year financial statements alongside management before
recommending them for Board approval. The review process
involved analysing reports from management and the external
auditor, which highlighted significant financial judgements and
estimates. Key areas of focus included revenue recognition from
online operations, assessment of segmental reporting following
amendments to the executive reporting structure, impairment and
associated contingent consideration, litigation risks, regulatory
matters and contingent liabilities. Throughout the process,
the Committee prioritised the integrity of the Group’s financial
reporting process, the clarity of disclosure and compliance with
relevant reporting standards.
The Committee reviewed the reporting of the long-term viability,
which was underpinned by modelling of “severe but plausible”
downside scenarios covering a three-year period. The Committee
assessed the impact of legislative changes impacting the Group’s
online business, regulatory developments focused on Anti-Money
Laundering, cyber and data privacy failings, downturn risks related
to customer protection and litigation risks. The system of risk
management and internal controls, including the reporting and
classification of risk across the Group and the examination of what
might constitute a significant failing or weakness in the system of
internal control, were assessed throughout the year.
Having given consideration and challenge to the appropriateness
of adopting the going concern assumptions in preparing the
financial statements, the Committee agreed with the conclusions
reached and the going concern and viability statement for the year
ended 31 December 2024 set out on page 88.
We received notification in December that the Financial Reporting
Council Corporate Reporting Review team had conducted a review
of the Company’s 2024 interim results. Minor improvements in
financial reporting were noted. Where material, we have addressed
these in our 2024 Financial Statements and will ensure that their
recommendations are reflected in future disclosures.
During the year, the Committee assessed the affordability of the
Company’s progressive dividend policy. The Committee challenged
and debated cash flow forecasts and consideration of the
downside scenarios informed by the long-term viability modelling
prior to approving the interim dividends paid for the full year 2024.
As part of its review of the Annual Report and Accounts, the
Committee assessed whether the report was fair, balanced and
understandable. The process undertaken is described on page
110. The Committee also reviewed the consistency of narrative
disclosures and financial statements. We received an update from
management on the verification process undertaken to ensure
accuracy of the Annual Report and Accounts. Based on this
evaluation, the Committee then made a recommendation to the
Board, which subsequently reviewed it in its entirety, confirmed the
assessment and approved the report’s publication.
External audit
The Committee has primary responsibility for overseeing
the relationship with the Group’s external auditor, KPMG.
KPMG completed its seventh financial reporting audit, providing
robust challenge on specific financial reporting judgements and the
control environment, with continued specific focus on the design
and operation of IT systems and controls. The Committee will
welcome Craig Parkin, who will take over from lead audit partner
Mark Flanagan, in March 2025. As part of the handover process,
Craig has been working closely with the financial reporting team
and has attended Committee meetings during the second half of
the year.
The Committee reviewed the external auditor’s approach and
strategy for the annual audit and also received regular updates on
the audit, including observations on the control environment and
the core platform and IT capabilities. Key audit matters discussed
with KPMG are set out in its report on page 113.
The Committee reviews the fee structure, resourcing and terms of
engagement for the external auditor annually. It further considers
the reappointment of the external auditor each year before making
a recommendation to the Board.
It is anticipated that a retender for audit services will be completed
by 2028 or sooner, in line with relevant guidelines. The Committee
believes that the anticipated timeline for the retender of audit
services is in the best interests of shareholders. It provides an
appropriate balance of factors such as the auditor’s knowledge
of controls and risks, maintaining audit quality, independence and
objectivity, and providing value for money.
The Group is in compliance with the requirements of the Statutory
Audit Services for Large Companies Market Investigation Order 2014.
Effectiveness of the external audit
The Committee assessed the effectiveness of the external audit
process during the year in consultation with the Chief Financial
Officer and members of the senior finance team. The evaluation
focused on key areas, including:
Independence: Ensuring sufficient and comprehensive
safeguards against independence threats.
Communication: Assessing the quality, timeliness, clarity, and
relevance of communications, with a focus on constructive
feedback and suggested improvements.
Professional Scepticism: Evaluating the auditor’s willingness
to challenge management assumptions and exercise
professional scepticism.
Expertise: Reviewing the quality of the audit engagement
team, including their industry, sector and technical expertise,
particularly in addressing new activities or regulatory changes.
The Committee concluded that the external audit process had
been effective. The more global audit relationship with KPMG
had enhanced the quality and transparency of key audit matters
and provided broader real time oversight of local statutory audits,
particularly in Australia and the United States. A few areas for
improvement were identified in respect to the management of IT
findings with a newly agreed process being implemented.
Non-audit services
The Committee is responsible for the Group’s policy on non-audit
services provided by the External Auditor and the approval of non-
audit services. The policy states that in the Company’s financial
year, the total fees for non-audit services provided by the external
auditors, excluding non-audit fees for due diligence for acquisitions
and other specific matters noted below, should not exceed 70% of
the average of the total fees for audit services they provided in the
preceding three-year period.
The policy is kept under annual review and the Committee receives
regular reports on non-audit services provided by KPMG and other
audit firms. In the year ended 31 December 2024, the total non-
audit fees as a percentage of the audit fees paid to the external
auditors was 4.3%. In addition to their statutory duties, KPMG
is also employed where, as a result of their position as auditors
or for their specific expertise, they either must, or the Committee
accepts they are best placed to, perform the work in question.
This is primarily work in relation to matters such as shareholder
circulars, Group borrowings, regulatory filings and certain business
acquisitions and disposals. In such circumstances the Committee
will separately review the specific service requirements and
consider any impact on objectivity and independence of the
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auditors and any appropriate safeguards to this. As such the Audit
Committee believes it is appropriate for these non-audit services to
be excluded from the 70% cap set out above.
Risk
The Committee recognises that maintaining a robust ERM
Framework and system of internal control is a continuous
journey and there will always be programmes in train to ensure
that ongoing improvements are made. During the year the
Committee was updated by the Chief Risk Officer on the progress
implementing the ERM Framework. The Committee conducted
deep dive assessments on the principal risks allocated by the
Board relating to Trading Liability and Pricing Management, Price
and Service Delivery from Third Party Suppliers, Technology
Platform Resiliency, Cyber Resilience and Taxes. During these
assessments, the Committee reviewed risk dashboards and
challenged management, seeking assurance that suitable controls
and measures were in place to monitor, manage and mitigate the
relevant risks.
The Committee conducted a year end review of principal risks
and emerging risks facing the business and will continue to work
with management to ensure that risk management processes and
discipline are effectively embedded across the Group. We shall
remain focused on Entain specific risks, seeking assurance that
robust controls will be a priority for the newly appointed Chief
Information Officer in relation to the technology environment.
The Committee reviewed his plan, which will take time to
implement. Further details on the Group’s principal risks are set out
on pages 84 to 87.
Internal Audit
Internal Audit provides independent and objective assurance
to the Board, through the Audit Committee, that effective and
efficient control processes are in place to identify and manage
business risks that may prevent the business from achieving its
objectives and strategy. In 2024, Internal Audit continued to evolve
its approach, emphasising responsiveness to emerging risks,
deepening collaboration across functions, and driving governance
and control improvements.
The Director of Internal Audit presented regular reports on
audit findings, including actionable insights on principal and
Entain specific risks and updates on previously identified issues.
During the year, Internal Audit’s work covered key controls and
areas aligned with the Group’s strategic priorities and evolving risk
landscape. Areas of focus included:
Regulatory Compliance: Enhanced reviews of Anti-Money
Laundering (AML) and safer gambling processes in multiple
jurisdictions, addressing heightened regulatory requirements
and adherence to Group standards. Specific focus on the AML
uplift plan in Australia and an assessment of the issues raised
by AUSTRAC.
Compliance Monitoring: Effectiveness of second line compliance
and assurance reviews.
Self-exclusion: Effectiveness of UK Retail customer self-
exclusion processes, including new technologies.
New Acquisitions: Review of the internal controls systems of
BetCity including compliance, finance and procurement. The IT
processes, including software development and resilience for
their core platform, were reviewed for SuperSport.
HR Recruitment: Key Strategic Project to implement new
recruitment system.
Critical Technology: JAVA upgrade and Disaster
Recovery Testing.
Fraud Management: Strengthened monitoring of digital fraud
risks and privileged access management.
Supplier Management: Processes for new supplier onboarding,
including financial verification, Anti-Bribery & Corruption and
Modern Slavery checks.
Technology Delivery Pipeline: Planning and
Prioritisation Processes.
ISO 27001 Certification
Critical Financial Controls: ongoing review of key financial
controls operating effectiveness.
Following the completion of each planned audit, Internal Audit
seeks feedback from management and reports to the Committee
on the findings of the audit, including any action that may be
required. Where any failings or weaknesses are identified in the
course of the review of internal control systems, management
puts in place robust actions to address these on a timely basis.
Closure of actions has been an area of focus for the Committee and
the Director of Internal Audit has introduced enhanced dashboards
and reporting tools to reinforce ownership and strengthen the
process for closing open audit actions. This will continue as an area
of focus in 2025.
The Board, with the support of the Committee, completed its
annual review of the effectiveness of the system of internal control,
including the effectiveness of internal audit and consideration
of whether it had the appropriate level of independence and
its importance in assessing the Company’s culture. The Board
concluded that it was satisfied that the system of internal control
remains fit for purpose and received assurance from the Committee
that the appropriate auditable entities, operating units and
functions had been selected, following a risk-based approach
assessment, for inclusion in the 2025 Internal Audit Plan.
Effectiveness of Internal Audit
The Audit Committee continued to monitor and review the
effectiveness and capability of the Internal Audit function over
the year. To assess its capability, the Committee engaged in
private discussions with the Director of Internal Audit, reviewed,
considered and approved the annual Internal Audit plan, and
sought feedback from senior management on the function’s
performance and value.
The Committee was satisfied that Internal Audit operated with
an unrestricted scope, had full access to necessary information,
and was equipped with adequate resources to execute its annual
work plan effectively. This assessment was further reinforced
by management’s positive feedback, highlighting the quality
of audit deliverables, and the additional assurance provided
through Internal Audit’s comprehensive processes. This evaluation
underscored Internal Audit’s role in strengthening the internal
control environment, contributing to the Group’s overall governance
and strategic objectives.
Whistleblowing policy
The Group has a formal whistleblowing procedure by which
employees can, in confidence, raise concerns about possible
malpractice and misconduct. This is set out in the Group’s Code of
Conduct and is approved by the Committee. The Speak Out Policy
sets out the type of disclosure which is permitted and also specifies
to whom disclosures should be made and the process that will
be followed. The Group actively encourages individuals, where
they believe that malpractice has taken place, to make protected
disclosures either internally through HR and Internal Audit or
externally through an outsourced service provider. The Committee
receives regular reports from the Director of Internal Audit on the
number of cases raised and the outcome of investigations.
The Committee continues to be satisfied that robust and
appropriate arrangements are in place for the proportionate and
independent investigation of such matters and for appropriate
follow-up action.
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Committee evaluation
Entain undertakes a review of the Audit Committee’s performance
on an annual basis to increase effectiveness and to identify
areas for improvement. In 2024, Lintstock Ltd, an advisory firm
specialising in Board and Committee Reviews, conducted a review
of the performance of the Audit Committee as part of the external
Board Review process.
Lintstock found that the Committee members engaged well with
the review, and the overall findings were positive. The review
focused on the Committee’s interface with management and the
potential refinements that the new Chair could make to the focus of
the Committee in 2025.
Accounting and key areas of judgement and estimate
During 2024, the Committee determined the following areas of the financial statements were of significant interest. These issues were
discussed with management and the external auditors to ensure that the required level of disclosure has been provided, and that
appropriate rigour has been applied where any judgement may be exercised.
Matter considered
Action
Separately disclosed items and Alternative Performance Measures
The Group separately discloses certain items in order to allow
a clearer understanding of the underlying trading performance
of the business. In 2024, the Group has recorded a net charge
in respect of items which have been separately disclosed
from continuing activities of £840.5m after tax in the Income
Statement.
As part of their assessment that the treatment of separately disclosed
items in the financial statements is appropriate, the Audit Committee
has considered each of the items disclosed and challenged, where
necessary, the treatment adopted by management. The Audit
Committee has also considered the conclusions reached by KPMG as
part of its audit in this area and is satisfied with the treatment and
disclosure adopted.
In addition, non-GAAP measures have been provided within the
Annual Report and Accounts to assist in the articulation of the
underlying business performance. Non-GAAP measures relate to
industry standard KPIs which are commonly used by the Group’s
peers and market analysts.
Management’s use of non-GAAP measures in explaining the
underlying business performance has been considered by the
Audit Committee, along with the views of KPMG on their use and
prominence. Whilst the Committee understands the challenges
associated with the use of non-GAAP measures, it is satisfied with the
balance of the disclosure provided.
Litigation
The Group is currently involved in a number of potentially
material litigation matters as disclosed in Note 33 to the financial
statements. These litigation matters largely comprised AUSTRAC,
shareholder litigation, Greek tax, player claims and included a
number of judgements and estimates including:
is there a legal or constructive obligation
is there probability of payment
can the amount be estimated reliably
The Audit Committee has reviewed the judgements and estimates
made in connection with the accounting treatment for litigation claims,
including what should be recognised as a provision in the financial
statements and what should be disclosed as a contingent liability.
In assessing the claims, the Audit Committee has reviewed the
working papers provided by management and the work of the Group’s
external legal advisors as well as the conclusions reached by KPMG.
In addition, the Committee Chair attended meetings with the Group’s
external legal advisors where the details and state of the claims were
presented. The likelihood and potential materiality of the claims were
discussed, as well as the potential to reliably estimate a financial
outcome given the state of the claims.
Following review of these matters, the Audit Committee has
concluded that the level of provision and disclosures within the
financial statements are appropriate.
Impairment and Contingent Consideration
The Group has significant value in enduring and indefinite life
assets such as brands and goodwill which need to be reviewed
for impairment annually. The Group also has material liabilities
relating to contingent consideration due on recent acquisitions.
In 2024, as part of the annual impairment exercise, the Group
has recognised a non‑cash impairment charge totalling £476.4m
against the goodwill in the New Zealand, BetCity, STS, Belgian
and Republic of Ireland businesses. The Group also recognised a
movement in fair value of contingent consideration of £43.3m.
Inherent in any impairment of a CGU and valuation of a contingent
liability is a degree of estimation.
The carrying value of all enduring and indefinite life assets have been
tested for impairment as part of the annual cycle as is the valuation
of any contingent consideration due. In assessing the conclusions
reached are appropriate, the Committee has reviewed the forecasts,
key assumptions and methodology adopted by management in
preparing their impairment assessment and contingent consideration,
in particular, determining the impairment charge recognised against
the New Zealand, BetCity, STS, Belgian and Republic of Ireland
businesses.
As part of its assessment, the Committee has also reviewed KPMG’s
audit findings and deems that both the treatment and disclosure of the
impairment within Note 14 and contingent consideration in Note 26
are appropriate.
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Sustainability & Compliance Committee Report
I am pleased to present my first Sustainability & Compliance
Committee Report since becoming Chair of the Committee in
April 2024. I thank Virginia McDowell for her stewardship of the
Committee during her tenure as Committee Chair.
Ethics, compliance, robust governance and sustainability are
integral to our growth strategy and long-term success. During the
year, the Committee has supported the Group’s commitment
to implementing and strengthening policies and procedures
for, among other things, anti-financial crime risk, ethics and
compliance, safer gaming, data privacy and cybersecurity,
and supporting causes that are important to our stakeholders.
Significant work has been undertaken to continue enhancing the
ethics and compliance programme as part of a three-year strategy
which the Committee approved in 2023.
In 2024 we continued to reinforce our ethical culture across the
Group, measuring our culture for the first time with our inaugural
Integrity Survey, hosting a very successful ethics day, and
conducting targeted training for managers on how to lead with
integrity. The Committee has also overseen the Group’s Anti-
Financial Crime Strategy established in 2023 to mitigate financial
crime risks by setting rules and guidelines that establish and
implement strong compliance systems, processes and controls.
The Committee is committed to reviewing and strengthening the
Group’s policies and procedures and promotes market leading
standards and governance practices. Through discussion
with senior management, we also actively challenge
whether compliance teams have sufficient resources to fulfil
their responsibilities and support the Group’s strategy for
sustainable growth.
A key responsibility for the Committee is to review the Group’s
Sustainability Strategy (more details of which can be found on
page 38) and recommend its approval to the Board. The Committee
receives regular reports giving oversight of the effective execution
of the strategy and it provides additional guidance and support
where necessary.
During the year the Committee continued to monitor the
management and mitigation of the Principal Risks allocated to it,
providing appropriate feedback on its observations to the Board.
These Principal Risks were “Safer Betting and Gaming” and
“Health, Safety and Wellbeing of Customers, Communities and
Employees”. Further detail on the Committee’s reviews of these
risks is set out below.
In 2025 the Committee will continue to support the ongoing
improvements in compliance across the Group in all of the
jurisdictions in which it operates, to uphold the Group’s
commitment to conducting our business in line with the highest
ethical standards, and to effectively oversee the transition to
new sustainability reporting to take account of the introduction
of new sustainability regulations such as the new EU Corporate
Sustainability Reporting Directive.
David Satz
Chair of the Sustainability & Compliance Committee
“ETHICS,
COMPLIANCE,
ROBUST
GOVERNANCE AND
SUSTAINABILITY
ARE INTEGRAL
TO OUR GROWTH
STRATEGY.”
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Committee membership and attendance
During the financial year the Committee had three members –
two independent Non-Executive Directors plus the Non-Executive
Chair. David Satz became Chair of the Committee on 25 April
2024, replacing Virginia McDowell, who remained a member of the
Committee. Stella David joined the Committee on 30 September
2024, replacing Barry Gibson, who stepped down from the
Board and from the Committee when he retired as Chair of the
Company. Following her appointment as Interim Chief Executive
Officer on 11 February 2025, Stella ceased to be a member of the
Committee. Stella will continue to attend Committee meetings in
her role as Interim Chief Executive Officer. Regular attendees at the
meetings include the Chief Executive Officer, the Director of Internal
Audit and the Group General Counsel. Other individuals and
external advisers are invited to attend as and when appropriate
and necessary.
As at the date of this report, the composition of the Committee
is not in accordance with the Committee’s Terms of Reference
which requires the Committee to have at least three members.
Composition of the Committee will be addressed as part of the
ongoing Board succession planning process when we next appoint
a new Non-Executive Director.
Activities
Safer betting and gaming
During the year, a deep dive review of the Principal Risk: Safer
Betting and Gaming was undertaken, where the Committee
considered potential developments in technology and regulatory
guidance in key areas such as affordability and customer
protection. Management of this Principal Risk reinforces Entain’s
commitment to player protection and ensures that robust
protective measures are in place to minimise at-risk behaviours
among our customers.
The Committee received regular updates on the Group’s
responsible betting and gaming measures. In-year initiatives
included the establishment of a new regulatory and safer
gambling charter which was approved by the Board and rolled
out in March 2024. The charter sets out the Group’s approach to
regulatory requirements and safer gambling issues on a market-
by-market basis and requires compliance with all local licensing
conditions. There is an annual assurance process for operations
in all jurisdictions to confirm that they are adhering to the charter.
The Committee also received updates on the ARC™ programme
which forms part of a suite of player protection tools deployed by
the Group.
At the start of the year the Committee reviewed the 2024
safer gambling reward metric applicable to all employees for
recommendation to the Remuneration Committee, further details
of which can be found in the Directors’ Remuneration Report on
page 118. The Board also committed to undertake a bespoke in-
depth training session run by EPIC Risk Management along with
members of the Executive Leadership Team.
The role of the Committee
The Committee provides oversight of the Company’s Sustainability
and Compliance programme, overseeing the effective management
of the Company’s ongoing relationship and engagement with
a wide spectrum of stakeholders. It monitors progress against
internal key performance indicators and external sustainability and
compliance indices and ratings.
Key responsibilities of the Committee
Consider the adequacy of the Group’s sustainability and
compliance policies and processes by reviewing reports
prepared by management on a range of issues such as
responsible gambling, data protection, the Group’s impact on
the environment, and overseeing the management of the risks
associated with such issues.
Review the Group’s Sustainability Strategy, recommend its
approval to the Board, and oversee its effective execution.
Ensure that sufficient focus and resource is given to
implementing, monitoring and managing the Group’s
sustainability and compliance policies and processes and that
these remain effective.
Consider the appointment of third parties to advise on
sustainability and compliance policies and practices and/or audit
the Group’s sustainability and compliance policies.
Liaise and work with the Board’s other Committees to ensure the
Board’s duties and responsibilities are carried out effectively.
Prepare a Sustainability Report for inclusion in the Annual
Report and Accounts and oversee that any public disclosures
on sustainability and compliance issues made by the Group
accurately reflect the Group’s policies and processes.
The Committee reviewed and updated its Terms of Reference
during the financial year, which were subsequently approved
by the Board. These can be found on the Company’s website at
entaingroup.com/about-entain. The Committee operated in line
with its Terms of Reference throughout the financial year.
Sustainability & Compliance
Committee Report
The Committee held five meetings during the year. Attendance at the meetings was as follows:
Committee Member
Number of meetings attended
Number of meetings eligible to attend
David Satz (Chair)
5
5
Stella David1
5
5
Barry Gibson2
3
4
Virginia McDowell
5
5
1. Appointed as a member of the Committee with effect from 30 September 2024. Ceased to be a member of the Committee with effect from 11 February 2025.
2. Resigned from the Committee with effect from 30 September 2024. Barry was unable to attend the September 2024 meeting due to a prior engagement.
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The Committee received briefings on the outcomes of risk
assessments and site visits undertaken to evaluate the
maturity and effectiveness of local AFC programmes and
the implementation of improvement plans where necessary.
The Committee received briefings on the ongoing AUSTRAC
investigation and the programmes which have been implemented
to address the deficiencies in the Australian business’s compliance
processes which were identified during the investigation.
At the end of the year the Committee reviewed the report from
the Money Laundering Reporting Officer. The report summarised
the AFC systems and controls in place to ensure compliance with
applicable legislative and regulatory requirements.
Ethics
Ethics and integrity are at the core of our organisation and
culture. The Committee received quarterly updates on the key
legal and regulatory developments, improvements made to the
ethics and compliance programme, and the risk profile for Entain.
Examples of matters which the Committee was briefed on include
the roll-out of the Group’s new web-based conflicts of interest
and gifts, hospitality and donations registers, and the progress
of a third-party risk management programme, which includes
moving to a new online onboarding platform to better identify
and mitigate risks associated with third parties such as suppliers.
Having approved the Group’s Ethics & Compliance three-year
strategy in 2023, the Committee received updates on the progress
of the implementation of the strategy. The Committee received
regular updates on completion rates of the Group’s mandatory
e-learning training modules which were released over the course of
the year.
Data privacy
Regular updates on data privacy were given to the Committee.
These updates included briefings on developments within the
regulatory environment, the application of the Group’s data
retention activities, and programme updates on the progress
made to the maturing privacy risk management framework.
The Committee received a detailed update on the work being
undertaken to develop the Group’s Artificial Intelligence Strategy
and on the implementation of the Group’s first Artificial Intelligence
Policy, overseen by a newly created governance committee.
The Group Data Retention Policy and the Group Data Protection
Policy remained within the Committee’s remit – no material
changes to either policy were made during the year.
Health, Safety, Security and the Environment (“HSSE”)
At the beginning of the year, the Committee undertook a deep
dive review of the Principal Risk: Health, Safety and Wellbeing of
Customers, Communities and Employees. This review covered the
evolution of the previously identified key risk areas, the addition of
new risks, and the mitigating actions being undertaken to manage
the risks. Following a review by the Group Risk Committee, it
was proposed that “Health, Safety and Wellbeing of Customers,
Communities and Employees” be categorised as a significant
risk rather than a Principal Risk. The Board has approved the
proposed change.
The Committee reviewed the HSSE Report for 2023, including key
projects undertaken and performance against KPIs. These KPIs
related to matters such as accident rates and on-site risk
assessments. The Committee was briefed on the HSSE plan for
2024 and, later in the year, received an update on progress against
the plan.
Sustainability
One of the Committee’s primary duties under its Terms of
Reference is to review the Company’s Sustainability Strategy and,
if appropriate, recommend its approval to the Board. During the
year the Committee received updates on performance against
the approved strategy. It also sought and received updates on
changes to legislation and reporting requirements, and the views
of the investor community on ESG-related matters. In particular,
the Committee has overseen work to prepare for the Company’s
reporting on its sustainability agenda in compliance with the new
EU Corporate Sustainability Reporting Directive. As part of the
Committee’s oversight of the Company’s Sustainability Strategy,
a review of the Company’s environmental targets has been
undertaken this year, which has resulted in revisions to its existing
Scope 1, 2 and 3 targets. More information on the outcome of this
review can be found on page 55.
Gaming licence compliance
The Committee considered key elements of the Group’s gaming
licence compliance programme, including updates on Entain’s
Sports Betting Integrity Policy, actions taken to counteract any
potential breaches of the Policy, and initiatives implemented to
improve the Group’s application of the Policy.
Compliance governance
In its monitoring of the Group’s management of compliance, the
Committee received quarterly reports on relevant compliance
developments across jurisdictions. It continued to review the
impact of M&A activity on the Group’s compliance programme and
on market-specific regulatory risks. The Committee learned about
steps taken to improve collaboration from a compliance perspective
across a range of functions within the business. The Committee
received updates on the continuous improvement of the compliance
management system, with the objective of certification against
ISO 37301 – Compliance Management Systems. The Committee
also monitored the outcomes of compliance audits including the
Compliance Assessment by the UK Gambling Commission.
Anti-Financial Crime
The Committee received updates on the progress of the
implementation of the Group’s Anti-Financial Crime (“AFC”)
Strategy, including the expansion of the AFC team to ensure that
it is appropriately resourced and structured to drive a consistent
approach across the business. Key initiatives undertaken
during the year included the establishment of a dedicated AFC
Committee, technological improvements, and the creation of new
values specific to the AFC function to sit alongside the existing
Group values.
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The Committee received an update on the progress of the Group’s
commitment to fund areas such as research into safer gambling
and education initiatives, grassroots sports, diversity in tech, and
community projects through the Entain Foundation. During the year
a number of additional charitable donations were made pursuant
to the requirements of the Company’s deferred prosecution
agreement entered into in December 2023 with the UK Crown
Prosecution Service (see page 55 for more details).
Committee evaluation
Entain undertakes a review of the Sustainability & Compliance
Committee’s performance on an annual basis to increase
effectiveness and to identify areas for improvement. In 2024,
Lintstock Ltd, an advisory firm specialising in Board and
Committee Reviews, conducted a review of the performance of
the Sustainability & Compliance Committee as part of the external
Board Review process.
Lintstock found that the Committee members engaged well with
the Review, and improvements in several areas were noted.
The interface with the Board was found to be appropriate, and
the Committee Chair was seen to provide effective leadership.
Areas for focus in 2025 included refining the Committee’s focus on
the range of sustainability issues within its remit, and continuing to
communicate Entain’s priorities in this area to key stakeholders.
Modern Slavery Act statement review
The Committee reviewed the Group’s Modern Slavery and Human
Trafficking Transparency Statement for the financial year ended
31 December 2023, which set out activities and measures taken
during the year to mitigate the risk of modern slavery occurring
within Entain’s own operations and its extended supply chains.
The Committee received assurances that the Group’s approach to
tackling modern slavery was robust, targeted and fit for purpose.
The Committee recommended the Modern Slavery Statement for
approval by the Board. The statement was approved by the Board
and published in June 2024.
The Committee received an update on the key initiatives being
undertaken to address the risk of modern slavery, including the
publication of the Group’s first Modern Slavery Strategy 2024-2026
which was published in December 2023. This included partnering
with “GoodCorporation”, a business ethics and compliance
consultancy, to carry out a risk assessment of the Group’s suppliers.
More details can be found on page 56.
The Modern Slavery statement can be viewed on our website at
entaingroup.com/modern-slavery-statement.
Other reviews
The Committee oversaw the production and publication of
the Company’s 2023-2024 ESG report, reviewing the content
and giving feedback to management ahead of its publication in
July 2024.
The Committee received an overview of the work of the Group
Payment Processing Committee which oversees all payment
processing practices and ensures that appropriate policies and
controls are in place.
The Committee meeting packs included the quarterly Internal Audit
reports for information purposes. As and when appropriate, the
Director of Internal Audit brought key matters to the attention of
the Committee.
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Directors’ Remuneration report
Annual statement from the Chair
of the Remuneration Committee
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report (the “Report”) for the year ended
31 December 2024.
This is my first Report as Chair of the Remuneration Committee,
having taken on the role from Virginia McDowell in April 2024.
Virginia agreed to step into the role on a temporary basis following
the appointment of Stella David as Interim CEO, and I would
like to thank Virginia for her contribution and commitment while
Committee Chair and look forward to continuing to work with her
as a valuable member of the Committee going forward.
This year we will be asking shareholders to vote on the Annual
Report on Remuneration at our 2025 AGM. The Report presented
here provides details on our remuneration outcomes for 2024
and how we intend to apply the Remuneration Policy (the “Policy”)
for 2025. The Policy which received a 94% vote in favour is set out
in full in our 2022 Directors’ Remuneration Report and can be found
on the Company’s website at entaingroup.com/about-entain.
“2024 HAS
BEEN A YEAR
OF SIGNIFICANT
STRATEGIC
PROGRESS FOR
ENTAIN AS WE
CONTINUE TO
EXECUTE OUR
TRANSFORMATION
STRATEGY.”
“THE COMMITTEE’S FOCUS
HAS BEEN ON ENSURING
THAT REWARD CONTINUES
TO SUPPORT OUR FINANCIAL
AND OPERATIONAL AMBITIONS
AND THAT OUTCOMES REMAIN
ALIGNED WITH PERFORMANCE
AND THE EXPERIENCE OF OUR
STAKEHOLDERS.”
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2024 Group performance
Key performance highlights in 2024 include:
Total Group NGR (including our 50% share of BetMGM) up
9%cc.
Group NGR (excluding our 50% share of BetMGM) up 9%cc.
Online business returned to organic growth with NGR
up 6%cc on proforma basis, or +12%cc growth on
reported basis.
Retail NGR grew +3%cc versus prior year, flat on proforma
basis, with shop estate performing well despite inflationary
and cost pressures.
“Must win” markets, UK and Brazil both delivered growth
ahead of expectations, with Online NGR +2% and +41%
respectively.
Upgraded efficiency programme Project Romer’s net cost
savings target to at least £100m.
Margin expansion year on year, with Online EBITDA margin
of 25%.
Group underlying EBITDA of £1,089m was in line with
upgraded expectations.
Our joint venture in the US, BetMGM, delivered NGR of
$2.1bn with EBITDA losses inline with expectations, having
made significant progress and accelerated momentum in a
year of investment and strategic refinement.
The performance of the Group during 2024 improved as
the year progressed and clearly illustrates the turnaround
of the underlying business. We closed 2024 in line with our
upgraded expectations, which we had twice upgraded during
the year, reflecting our stronger than anticipated performance
and increasing confidence for the balance of 2024.
Total Group NGR including our 50% share of BetMGM up
+6% reported, +9%cc and +4%cc on a proforma basis.
Excluding BetMGM, Group NGR was up +9%cc and +4%cc
proforma, with Group’s Online and Retail operations
delivering year on year growth in NGR of +12%cc and +3%cc
respectively, +6%cc and flat cc on a proforma basis.
This improving underlying organic growth in the business
through 2024 as well as the benefit from stronger than
expected sports win margins in the UEFA Euros tournament
and EFL in December, delivered Group EBITDA of £1,089m, up
+8% year on year, and in line with expectations of being at the
top of our guided range.
2024 incentive outcomes
2024 annual bonus
The annual bonus is intended to reward and incentivise delivery of
financial and non-financial targets, aligned with our key business
priorities for the year.
For 2024, 80% of the annual bonus was based on performance
against three financial metrics – Group Operating Profit (60%),
Group NGR performance (10%), and BetMGM NGR (10%).
We performed strongly against the Group Operating Profit and
NGR metrics, with outcomes of 100% of maximum and 88.1%
of maximum, respectively. This performance reflects a return to
organic NGR growth in our online business, a good performance
in our shop estate despite inflationary and cost pressures, and
year-on-year margin expansion. While BetMGM made significant
progress and demonstrated increasing momentum, the BetMGM
NGR metric missed threshold against the stretching targets set
by the Committee at the start of the year. The overall outcome
achieved for the financial elements was therefore 88.8%
of maximum.
The remaining 20% of the bonus was focused on key non-
financial objectives, with 10% subject to two safer betting and
gaming metrics and 10% assessed against individual objectives.
The former reflects the importance that we place on our customer
protection agenda, with half based on ensuring groupwide
completion of key training modules and half on the completion of a
safer gambling programme. Our executive team continued to make
great progress in these areas and as a result these metrics paid out
in full. In reviewing these outcomes, the Committee received input
from the Sustainability & Compliance Committee.
The element of the bonus based on individual achievement was
introduced for 2024 as part of broader programme of initiatives to
embed a performance-orientated culture at Entain, with increased
focus on personal accountability for the delivery of key activities.
Executives performed well against their individual goals and
as a result this element paid out at between 80% and 100% of
maximum. Further details are provided on page 124.
In aggregate, the performance achievements above reflect
Entain’s excellent progress in the first year of our transformation
programme. The business generated strong momentum during
2024, putting in place the building blocks to deliver sustained, long-
term shareholder value in future years. The Committee is satisfied
that the overall outcome of 88.8% of maximum is a fair reflection
of Entain’s underlying performance and the experience of our
shareholders and therefore no discretion is required. Further details
can be found on page 124.
2022 Long-Term Incentive Plan (LTIP)
The 2022 LTIP was based on performance against a relative
Total Shareholder Return (“TSR”) metric, assessed against two
comparator groups over the three-year period ended 31 December
2024. While our underlying business performance during 2024 has
been strong, the first two years of the performance period were
more challenging. As a result, performance was below median
against both groups and the 2022 LTIP award will lapse in full.
Full details are set out on page 124.
Wider workforce
Entain continues to invest in our colleagues’ reward and
development throughout the business. All colleagues can share
in the value they create, with a fourth cycle of our all-employee
ShareSave plan being launched in April 2024 in 25 countries.
We intend to offer participation again in 2025. The Committee is
also pleased to note that our Customer Service Manager colleagues
in Retail received vouchers valued at £250 (or the equivalent
amount in local currency) as a gesture of appreciation for their
hard work and contributions throughout the year, amongst other
Entain’s acceleration in performance, from Group NGR growth
of 8%cc in H1 to 10%cc in H2 evidences the progress achieved
so far on our pathway to being a truly fantastic business, in
a highly attractive global industry, delivering value for all
our stakeholders.
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Retail Initiatives. Investment in our salary structure also continued,
with annual review budgets of between 3.5% and 7.0% for 2025,
depending on local market conditions.
Board changes
Gavin Isaacs was appointed CEO with effect from
2 September 2024.
As announced on 11 February 2025, Gavin stepped down from the
role by mutual agreement, Stella David assumed the role of Interim
CEO effective the same date with Pierre Bouchut stepping into the
role of Interim Board Chair.
The Committee carefully considered remuneration arrangements in
relation to these role changes and further details are set out below.
Stella David
Stella’s remuneration in respect of the period during 2024 that
she served as an executive director is included in the single figure
table on page 134. This includes a 2024 annual bonus pro-rated
for the period to 30 September 2024 and delivered in a mix of cash
and deferred shares in line with our Policy. The treatment of her
remuneration upon moving to become Chair of the Board is also in
line with our Policy and further details are provided on page 139.
Upon assuming the role of Interim CEO on 11 February 2025,
Stella’s salary was set at £905,000, reflecting a 3.5% increase on
her previous salary, in line with the increase for our UK colleagues
for 2025. She receives our standard executive benefits and pension
provision. In line with our Policy, for 2025, Stella is eligible for a
full-year annual bonus with a maximum opportunity of 250% of
salary and an LTIP award with a maximum opportunity of 450%
of salary. Stella is subject to our usual within and post-cessation
shareholding guidelines of 450% of salary.
Gavin Isaacs
Gavin’s salary was set at £875,000, and he received our standard
executive benefits and pension provision, including relocation
support for his move from the US to take up the position as the
CEO. Gavin’s remuneration in respect of 2024 is included in the
single figure table on page 134. This includes a 2024 annual bonus
pro-rated for the period served during 2024 and delivered in a mix
of cash and deferred shares in line with our Policy. Upon stepping
down from the Board on 11 February 2025 his 12-month notice
period commenced with immediate effect, with payments to be
made in instalments and subject to mitigation. He will not receive a
2025 annual bonus or 2025 LTIP. Gavin retained his 2024 LTIP pro-
rated for time served, subject to satisfaction of the performance
conditions and released at the end of the two-year holding period.
Gavin had been eligible for a conditional buy-out award to
compensate him for incentives forfeited on leaving his previous
role, with a maximum value available of $2.5m. The performance
conditions were not satisfied and as such he did not receive this
award. Full details of his leaver treatment are set out on page 139.
Looking ahead to 2025
Salaries
The Committee reviewed the salary of the CFO & Deputy CEO in
December 2024 and approved an increase of 3.5% to £593,780
from 1 January 2025. This was in line with the salary review budget
for all colleagues in the UK (excluding the 5.9% increase awarded
to our UK Retail colleagues).
On assuming the role of Interim CEO as announced on 11 February
2025, Stella David’s salary was set at £905,000, reflecting a 3.5%
increase from her salary when previously in the role in 2024.
2025 Annual Bonus
The Committee has reviewed the structure and metrics for the
2025 annual bonus. The overall framework continues to work well
and support our financial and strategic priorities.
The weighting on financial metrics will remain at 80%, with
Group Operating Profit at 60% and Group NGR (including
BetMGM NGR) at 20%. To provide a more holistic measure of
success across the business, the previously separate Group and
BetMGM NGR elements have been combined into a single metric.
The same change is being made at lower levels and ensures that
the weighting on Group performance is appropriately scaled for
colleagues and more proportionate to its contribution to overall
shareholder value creation.
The 20% of the bonus based on non-financial metrics will be split
equally between safer betting and gaming metrics and individual
objectives. The individual objectives will be measureable, robust,
and aligned with value creation and will contain a mixture of
quantitative and qualitative metrics. Any payment will remain
subject to completion of the “Big Four” training programmes.
Safer betting and gaming remain a critical foundation for our
business and therefore will be reflected in the annual bonus as
an underpin. Completion of all modules of the “Big Four” safer
gaming training programme will be mandatory to receiving any
payment. In addition, a portion of individual objectives is likely to
be based on safer gaming initiatives.
2025 LTIP
Awards will be granted in the usual manner in March 2025. In line
with our Policy, the Interim CEO will receive an award with a face
value of 450% of salary, while the CFO & Deputy CEO will receive
an award of 400% of salary.
The Committee considers that relative TSR remains the most
appropriate performance metric given the fast-changing external
environment in which Entain operates. TSR provides fundamental
alignment with the interests of our shareholders. Our approach in
using equally weighted comparator groups, the FTSE 100 and a
bespoke group of peers, remains unchanged as these continue to
represent the most appropriate market reference points.
A review of the peer group highlighted that the balance of B2B
and B2C companies did not appropriately reflect the shape of
Entain’s business at this time. As such, it is proposed to remove
several B2B operators and introduce some newly listed B2C peers.
Further details are provided on page 126.
Conclusion
Entain has delivered strong progress on our strategic
transformation during the year and the bonus outturn reflects this.
The Committee is satisfied that the combined incentive outcomes
reflect both underlying performance and the experience of
shareholders and therefore, the remuneration policy has operated
as intended. The Committee considers that the decisions it has
made during the year are consistent with our principles of fairness
and transparency, and are aligned with, and in the interests of all
our stakeholders.
I hope that you find the report clear and informative and look
forward to your support at the forthcoming AGM.
Amanda Brown
Chair of the Remuneration Committee
Directors’ Remuneration
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The Remuneration Committee
Role of the Committee
The Committee oversees the Company’s
overall remuneration strategy to
ensure it is aligned to the Company’s
purpose and values and is linked to the
successful delivery of the Company’s
long-term strategy. The Committee has
delegated responsibility for designing
and determining remuneration for
the Chair, the Executive Directors and
senior executive management. It also
reviews the remuneration of the wider
workforce and related policies and the
alignment of incentives and rewards
with culture, taking these factors into
account when setting the remuneration
policy for the executive team.
Committee membership and attendance during 2024
Committee Member
Number of
meetings
attended
Number of meetings
eligible to attend
Virginia McDowell1
8
8
Amanda Brown2
8
8
Rahul Welde
8
8
1. Virginia McDowell was appointed Chair of the Remuneration Committee on
14 December 2023. She stepped down as Chair of the Remuneration Committee on
26th April 2024 but remained as a member of the Committee.
2. Amanda Brown joined the Board and the Committee on 8 November 2023 and was
appointed Chair of the Remuneration Committee on 26 April 2024.
None of the Committee members or attendees are involved in
any Committee decisions from which they may financially benefit
personally (other than as shareholders). The Chair, Chief Executive
Officer, Interim CEO, Chief Financial Officer & Deputy CEO, Chief
People Officer and Director of Reward may attend meetings at the
invitation of the Committee but are not present when their own
remuneration is being discussed. The Company Secretary acts as
the secretary to the Committee.
Key responsibilities
Recommending to the Board the Remuneration Policy for
Executive Directors and senior management.
Setting the remuneration packages for each Executive Director
and other members of the Executive Committee.
Setting the remuneration package for the Chair.
Overseeing the Remuneration Policy for all colleagues.
The Committee’s terms of reference can be found on the Company’s
website at entaingroup.com/about-entain.
Remuneration Committee Evaluation
Entain undertakes a review of the Remuneration Committee’s
performance on an annual basis to increase effectiveness and to
identify areas for improvement. In 2024, Lintstock, an advisory firm
specialising in Board and Committee Reviews, conducted a review
of the performance of the Remuneration Committee as part of the
external Board Review process.
Lintstock found that the Committee members engaged well with
the Review, which identified the leadership of the new Committee
Chair as a particular strength. There was also seen to be better
alignment of the remuneration policy with strategic priorities
and shareholder expectations. Areas for focus in 2025 included
continuing to scrutinise appropriate comparative information
and benchmarks.
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Key areas of Remuneration Committee focus in 2024
A summary of the matters considered during the year is set
out below.
Our workforce
Remuneration discussion with Employee
Forum representatives.
Receiving updates on all-colleague remuneration
arrangements throughout the Group.
Review and approval of the 2024 UK Gender Pay
Gap Report.
Approval of the launch of the 2025 ShareSave.
Executive and senior management remuneration
Determination of the payouts from the 2024 annual bonus
plan and the 2022 LTIP award.
Approval of the 2025 annual bonus plan and 2025
LTIP award and their associated performance metrics
and targets.
Review of performance metrics for the 2025 annual bonus
plan and 2025 LTIP award.
Review of salaries and remuneration packages for senior
executives and fees for the Chair.
Review of remuneration terms for Stella David upon her
move from Interim CEO to Chair.
Approval of the remuneration package for Gavin Isaacs
as CEO.
Committee governance
Approval of the 2023 Directors’ Remuneration Report.
Receiving updates on external market developments in
remuneration and governance, including international
compensation practices.
Evaluation of the Remuneration Committee, its advisers and
the Committee’s Terms of Reference.
Review of shareholder feedback received in relation to
Directors’ remuneration following the 2024 AGM.
Advice to the Committee
Advisers are appointed independently by the Remuneration
Committee, which reviews its selection periodically and is satisfied
that the advice it receives is independent, objective and free from
conflicts of interest. The total fees paid to the Committee’s adviser,
Deloitte, in respect of 2024 were £100,550 (2023: £87,750).
These were charged on a time and materials basis. Deloitte’s
services included the provision of market data, remuneration advice
in relation to the Board changes, and general guidance on market
and best practice.
Deloitte LLP also provided a range of tax and advisory services to
Entain during the year, some operating model delivery support, and
assistance to the Group’s internal audit function.
Deloitte is a founding member of the Remuneration
Consultants Group and, as such, voluntarily operates under
the code of conduct in relation to executive remuneration
consulting in the UK. Further details can be found at
www.remunerationconsultantsgroup.com.
Management’s advice to the Committee was also supported by
the provision of market data from Willis Towers Watson, input on
incentive metrics from Alvarez & Marsal, and legal advice from
Addleshaw Goddard.
Shareholder voting and consideration of shareholder views
The 2023 Annual Statement from the Chair of the Remuneration
Committee and the Annual Report on Remuneration were
subject to an advisory vote at the AGM on 24 April 2024.
Our Remuneration Policy was last approved by shareholders on
25 April 2023.
Resolution
Date
Votes for
% of votes for
Votes against
% of votes against
Votes withheld
Annual report on
Remuneration
24 April
2024
512,689,660
94.73%
28,516,832
5.27%
10,513
Remuneration
Policy
25 April
2023
440,043,910
93.60%
30.077,857
6.40%
2,146,077
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2024 – Executive Directors’ remuneration
The full explanatory notes for each element of remuneration are detailed on pages 125-126 in the Annual Report on Remuneration.
£000s
Base Salary
Benefits
Pension
Annual Bonus
LTIP
Total
Gavin Isaacs (CEO)1
292
58
18
633
–
1,000
Stella David (Interim CEO)2
874
25
52
1,456
–
2,407
Rob Wood (CFO & Deputy CEO)
574
17
34
1,019
–
1,644
1. Gavin Isaacs was appointed CEO on 2 September 2024.
2. Stella David stepped down as an Executive Director on 1 October 2024 and assumed the role of Board Chair. Her remuneration for Board Chair for the period 1 October to
31 December 2024 is shown in the table on page 140. The above data includes payment for the notice period in relation to her role as an Executive Director.
Year 1
Year 2
Year 3
Year 4
Year 5
Total
pay
Fixed Pay
Base salary
Benefits
Pension
Annual Bonus
One-year performance
period
Key performance
metrics
Malus provisions apply
Three-year deferral period for 50%
of the award
No further performance conditions
Clawback provisions apply
LTIP
Three-year performance period
Key performance metrics
Malus provisions apply
Two-year holding period
No further performance conditions
Clawback provisions apply
Shareholding
Requirement
Executive Directors’ minimum shareholding requirement applies both in and following
cessation of employment
Executive remuneration at Entain
The remuneration framework for Executive Directors at Entain is intended
to incentivise them to execute the Company’s strategy and create long-term
sustainable value for shareholders. It is simple, focused and aligned with key
financial and strategic business goals.
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2024 Incentive outcomes
The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 135-137 in the Annual Report
on Remuneration.
2024
Annual
Bonus
Group
Operating
Profit (60%)
100% of
maximum
Group NGR
(10%)
88.1% of
maximum
BetMGM NGR
(10%)
0% of
maximum
Safer Betting
and Gaming
(10%)
50% based on Entain-wide completion rates for the “Big Four” mandatory
training programmes
50% based on completion of Safer Gaming programme, run by EPIC Risk Management
Includes input from the Sustainability & Compliance Committee assessment of performance
See page 135 for further details of performance assessment
100% of
maximum
Individual
Objectives
(10%)
Assessment of performance against individual objectives
See page 136-137 for further details of performance assessment
Up to
100% of
maximum
Total payout
88.8% of
maximum
1. All financial data in the above table are displayed in constant currency, this means that they have been adjusted to absorb any impact from FX movement during the year.
All Executive Directors met the EPIC Training underpin by completing their own “Big Four” mandatory training programmes.
2022-
2024
LTIP
Relative TSR
vs.
FTSE 100
(50%)
0% of
maximum
Relative TSR
vs.
Bespoke peer
group (50%)
0% of
maximum
Total vesting
0% of
maximum
Outcome
£5,162m
Threshold
£4,723m
Target
£4,971m
Stretch
£5,220m
Outcome
£731m
Threshold
£631m
Target
£664m
Stretch
£697m
Outcome
$2,102m
Threshold
$2,197m
Target
$2,313m
Stretch
$2,428m
Outcome
-52.2%
Threshold
Median – 12.6%
Stretch UQ –
42.5%
Outcome
-52.2%
Threshold
Median – 15.2%
Stretch UQ –
43.2%
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Element
Operation
How we implemented
the Policy in 2024
How we plan to implement
the Policy in 2025
Salary
To provide competitive
fixed remuneration that
will attract and retain
appropriate talent.
Reflects an individual’s
responsibilities, experience
and role.
Fixed pay
Y1 Y2 Y3 Y4 Y5
Salaries for Executive
Directors are reviewed
annually by the Committee
and any increases normally
take effect from 1 January.
To the extent that increases
are awarded, these will
ordinarily be no higher than
the typical level of increase
across the wider workforce.
Executive Directors’ salaries
from 1 January 2024:
– Interim CEO – £875,000.
– CEO (with effect from his
appointment on 2 September
2024) – £875,000.
– CFO & Deputy CEO –
£573,700.
Interim CEO – £905,000
(effective from
11 February 2025).
CFO & Deputy CEO – £593,780
(3.5%)
increase with effect
from 1 January 2025).
Benefits
To provide competitive
benefits and to attract
and retain high calibre
employees.
Fixed pay
Y1 Y2 Y3 Y4 Y5
The value of benefits is based
on the cost to the Group and
there is no pre-determined
maximum limit.
Executive Directors receive
standard benefits such as
medical and life insurance
and car allowance.
Normal company
benefit provision.
Normal company
benefit provision.
Pension
To provide an opportunity
for retirement planning.
Fixed pay
Y1 Y2 Y3 Y4 Y5
Executive Directors have the
opportunity to participate
in a company-provided
pension, which is in line
with that available to other
employees, or may receive
a cash allowance in lieu of a
company contribution.
Interim CEO and CEO – 6% of
salary cash allowance.
CFO & Deputy CEO – 6% of
salary of which £833 per
month is paid into the pension
plan with the balance paid as a
cash allowance.
Interim CEO – 6% of salary
cash allowance.
CFO & Deputy CEO – 6% of
salary of which £833 per
month is paid into the pension
plan with the balance paid as a
cash allowance.
Implementation of the Remuneration Policy for Executive Directors
The tables below illustrate how the Committee applied the Policy in 2024 and details as to how the Committee intends to implement it
in 2025.
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Element
Operation
How we implemented
the Policy in 2024
How we plan to implement
the Policy in 2025
Annual Bonus
To incentivise the
achievement of key
financial and non-financial
performance targets in line
with corporate strategy
over a one-year period.
50% cash
Y1 Y2 Y3 Y4 Y5
50% shares
Y1 Y2 Y3 Y4 Y5
Maximum annual incentive
opportunity of 250% of salary
for the CEO and 200% of
salary for other Executive
Directors. No payment
will be made for below-
threshold performance.
50% of the maximum
opportunity is payable for
target performance.
50% of any bonus award will
be deferred into shares for
three years.
Dividend equivalents are
payable on deferred shares.
Malus and clawback
provisions apply.
Maximum opportunity:
– CEO and Interim CEO – 250%
of base salary.
– CFO & Deputy CEO –
200% of base salary.
Performance metrics
(as a percentage of total):
– Underlying Group Operating
Profit (pre US joint venture)
(60%).
– Group NGR (10%).
– BetMGM NGR (10%).
– Safer Betting and Gaming
(10%).
– Individual Objectives (10%).
– Any payment is subject
to completion of the
“Big Four” mandatory
training programs.
Maximum opportunity:
– Interim CEO – 250% of
base salary.
– CFO & Deputy CEO – 200%
of base salary.
Performance metrics
(as a percentage of total):
– Underlying Group Operating
Profit (pre-US joint venture)
(60%).
– Group NGR (including
BetMGM) (20%).
– Individual Objectives (10%).
– Safer Betting and Gaming
(10%).
– Any payment is subject
to completion of the
“Big Four” mandatory
training programs.
Targets are considered
commercially sensitive, but will be
disclosed in the 2025 Directors’
Remuneration Report.
LTIP
To incentivise the execution
of the long-term business
plan and the delivery of
long-term sustainable value
for shareholders.
Up to 450% of salary
Y1 Y2 Y3 Y4 Y5
Two-year holding period
Y1 Y2 Y3 Y4 Y5
Maximum award of 450% of
base salary for the CEO and
400% of base salary for other
Executive Directors.
Threshold performance
results in 16.7% of the award
vesting, where maximum
award levels are granted.
Vesting is on a straight-line
basis between threshold
and maximum.
Awards are granted annually
and are subject to a three-
year performance period.
A two-year holding period will
normally apply following the
vesting period.
Dividend equivalents are
payable on vested awards.
Malus and clawback
provisions apply.
2024 awards:
– CEO and Interim CEO – face
value of 450% of base salary.
– CFO & Deputy CEO – face
value of 400% of base salary.
Performance conditions:
– Relative TSR vs. FTSE 100
index (50%).
– Relative TSR vs. a bespoke
group of sectoral peers
(50%).
2025 awards:
– Interim CEO – face value of
450% of base salary.
– CFO & Deputy CEO – face
value of 400% of base salary.
Performance conditions:
– Relative TSR vs. the FTSE
100 (50%).
– Relative TSR vs. a bespoke
group of sectoral peers
(50%).
The sectoral peer group for
the 2025 award comprises
the following companies –
Caesers Entertainment, Codere,
Draft Kings, Evoke, Evolution
Gaming, Flutter Entertainment,
La Française des Jeux/
Kindred, MGM Resorts, Penn
Entertainment, Rank Group,
SuperGroup, Tabcorp Holdings.
Shareholding Guidelines
To ensure that Executive
Directors’ interests are
aligned with those of
shareholders over a longer
time horizon.
Executive Directors’
share ownership
Y1 Y2 Y3 Y4 Y5
Executive Directors are
required to retain 50% of the
post-tax number of vested
shares from the Company
incentive plans until the
minimum shareholding
requirement is met
and maintained.
Executive Directors are
normally required to maintain
100% of their guideline (or
their actual holding if lower)
for two years following
cessation of employment.
Shareholding guidelines:
– CEO and Interim CEO – 450%
of salary.
– CFO & Deputy CEO – 350%
of base salary.
The Executive Directors’ share
interests as at 31 December
2024 are detailed on page 139.
Shareholding guidelines:
– Interim CEO – 450% of
base salary.
– CFO & Deputy CEO –
350% of base salary.
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Performance metrics and link to strategy
The table below demonstrates how each element of our reward package links to our four strategic pillars of Commercial Excellence,
Product Performance, Customer Focus, and Purposeful Innovation. More information about our strategic pillars is set out on pages 22
to 23.
Strategic pillars
Element
of reward
Link to
reward
Commercial
Excellence
Product
Performance
Customer
Focus
Purposeful
Innovation
Bonus
Underlying Group operating profit
NGR
Safer betting and gaming
Individual objectives
LTIP
Total Shareholder Return
Directors’ Remuneration
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2025 Annual bonus
What financial metrics will be used for the 2025
annual bonus?
80% of the annual bonus will be based on financial metrics
that will be split between underlying Group Operating Profit
(60%) and Group NGR (20%) including BetMGM. Combining the
previously separate Group and BetMGM NGR elements into a
single metric will provide a more holistic measure of success
across the business. The same change is being made at lower
levels and ensures that the weighting on Group performance is
appropriately scaled for colleagues and more proportionate to its
contribution to overall shareholder value creation.
What non-financial metrics will be used for the 2025
annual bonus?
The non-financial metrics for 2025 are unchanged from 2024,
comprising 10% focused on performance against robust and
meaningful individual objectives and 10% based on Safer
Betting and Gaming. Progress against our safer betting
and gaming initiatives is monitored and assessed by the
Sustainability & Compliance Committee, who ultimately make a
recommendation of the outcome to the Committee.
What is the underpin?
Individuals must complete their “Big Four” mandatory training
programmes to be eligible for any bonus payment.
When will targets for the 2024 annual bonus be disclosed?
The targets for the annual bonus, including individual objectives
for the Executive Directors, are considered commercially
sensitive, but will be disclosed, along with their respective
outcomes, in our 2025 Annual Report.
2025 LTIP
What metrics will be used for the 2025 LTIP?
The Committee considers that relative TSR remains the most
appropriate performance metric given the fast-changing
external environment in which Entain operates. TSR provides
fundamental alignment with the interests of our shareholders.
Our approach in using equally weighted comparator groups, the
FTSE 100 and a bespoke group of peers, remains unchanged
as these continue to represent the most appropriate market
reference points.
A review of the peer group highlighted that the balance of B2B
and B2C companies did not appropriately reflect the shape of
Entain’s business at this time. As such, it is proposed to remove
several B2B operators and introduce some newly listed B2C
peers. Further details are provided on page 126.
What are the targets for the 2025 LTIP?
The targets and vesting schedule for the 2025 LTIP awards are
set out below.
Metric
Weighting
Threshold1
(16.7%
vesting)
Maximum1
(100%
vesting)
TSR vs. FTSE 100
50%
Median
85th percentile
TSR vs. peer group
50%
Median
85th percentile
1. Straight-line vesting between threshold and maximum.
Incentive plan metrics
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Remuneration in context
Committed to good governance
When considering executive remuneration, the Committee takes into account a wide range of factors including legal and regulatory
requirements, associated guidance, and the views of shareholders and their representative bodies. How the Committee addresses the
following principles, is set out below.
Clarity
Our executive remuneration structure is designed to link leadership incentives with shareholder value
and company objectives. We are committed to transparency and provides further details about
shareholder engagement on page 69.
Simplicity
We operate a straightforward remuneration framework that links executive bonuses and long-term
incentives to key performance indicators (KPIs), ensuring transparency and alignment between
management actions and shareholder interests.
Risk
Our incentive structure is designed to support its risk management framework by aligning
executive remuneration with long-term performance and responsible risk-taking. This is achieved
through deferred vesting periods for bonuses and long-term incentives, shareholding guidelines,
performance-based targets, and clawback provisions.
Predictability
The Remuneration Policy provides transparency by outlining possible future value of remuneration
that Executive Directors could receive.
Proportionality
Executive remuneration is directly linked to company performance and strategic goals. The incentive
structure is transparent, rigorously assessed, and includes mechanisms for the Committee to adjust
outcomes based on Entain’s overall performance.
Alignment to culture
We prioritise stakeholder engagement, including incorporating data on employee pay and conditions
into compensation decisions. Executive remuneration is also linked to responsible business practices,
particularly in safer betting and gaming. This is reflected in the inclusion of relevant metrics in the
annual bonus plan and the Committee’s consideration of broader ESG factors when assessing
incentive outcomes.
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Understanding our colleague reward framework
Our people are vital to our business. At Entain, we believe in fairness throughout the Company. In considering our reward framework we
apply consistent principles through the Group.
We will provide a competitive package compared to the relevant market for each colleague.
We will ensure colleagues can share in the success of the business, where appropriate, through performance-based variable
remuneration and opportunity to acquire Entain shares.
We aim for transparency and a fair cascade of remuneration throughout the Group.
The Remuneration Committee considers a range of factors when deciding upon the remuneration for Executive Directors, one of which
is the alignment with pay practices across the wider workforce. The table below summarises the remuneration structure for employees
below the Board.
Element
Wider workforce
Executive Directors and senior management
Base salary
Our base salary is the basis for a competitive
total reward package for all employees, and we
review these annually.
The review takes into account a number of
factors such as country budget, relevant
market comparators, the skills, knowledge
and experience of each individual, relativity
to peers within the Company and local
legislative requirements.
In setting the salary review budget each year,
we consider affordability as well as assessing
how employee base salaries are positioned
relative to market rates, forecasts of any further
market increases and attrition rates.
The base salary of our Executive Directors
and senior management forms the basis of
their total remuneration and we review their
salaries annually.
Benefits and pension
We offer market-aligned benefits packages
reflecting market practice in each country in
which we operate.
Where appropriate, we offer elements of
personal benefit choice to our employees.
The benefits packages of our Executive Directors
and senior management are aligned with the
wider workforce of the country in which they
are employed.
Subject to local legislation, Executive Directors
are eligible to participate in the pension
arrangement in their country of employment on
the same basis as local employees.
Short-term incentives
Many of our global workforce participate in
the Group annual bonus, with metrics typically
aligned to those of the Executive Directors
and senior management, although depending
on role, greater emphasis may be placed on
business unit performance.
We operate local incentive arrangements where
appropriate to align with market practice.
The Executive Directors and senior management
participate in the annual bonus plan on the same
basis as eligible members of the global workforce.
Metrics and weightings may vary based on
seniority and/or business unit.
Half of any award to an Executive Director is
subject to deferral into shares for three years.
Malus and clawback provisions apply.
Long-term incentives
A proportion of this population is eligible to be
considered for LTIP or Restricted Stock Awards,
which vest after three years.
Malus and clawback provisions apply.
Employees have the opportunity to participate
in the Group’s all-employee ShareSave plan.
We operate an LTIP with a three-year
performance period for Executive Directors and
senior management, and vesting is subject to
Group performance outcomes.
Awards made to Executive Directors are subject
to a two-year holding period following vesting.
Read more about the Committee’s work during 2024 on page 130.
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Consideration of colleague and stakeholder views
The Committee supports and aims for fairness and transparency
of remuneration arrangements across the Group, with consistent
principles underlying both pay for the Executive Directors and
that for our wider colleague population. To support this, the
Committee receives regular updates on Group-wide all-colleague
remuneration arrangements. During the year, this included
briefings on our UK Gender Pay gap, our ShareSave plan, and
approach to all-employee salary review, including that for our UK
Retail colleagues.
We have several colleague forums within Entain. These play an
important role in providing our people with a voice and allow
them to provide the business with valuable insight and feedback
on a range of topics, including remuneration. In addition,
Virginia McDowell, in her role as Designated Workforce Director,
provides the Committee with updates on colleague views on
remuneration. Through the Board, the Committee receives
valuable insight as to general colleague views including those
on remuneration including feedback from our global “Your Voice”
survey which will be running in June 2025. See pages 121-122 for
more detail on our Board Engagement activities.
Along with Virginia, Rahul Welde, a member of the Remuneration
Committee, participated in Entain’s Global Engagement
Conference and our Employee Forum AGM, both held virtually
in January 2024. These events brought together colleague
representatives from across the Group and gave them the
opportunity to engage with Virginia and Rahul on a wide range
of topics. As with the similar meetings held in previous years,
an open dialogue was had and our colleague representatives
provided very informative input on their experiences and
suggestions. The Committee members are grateful for the
ongoing active participation of these colleagues and the insights
received and thank them for their input.
All-employee remuneration and actions in response
to cost-of-living pressures
The Committee is mindful of Entain’s responsibility as an
employer and was kept informed of the approach taken to all-
employee pay.
Budgets were set for our 2025 annual salary review taking into
account the current inflationary context being experienced by
our colleagues globally. As a result, salary review budgets of
between 3.5% and 7.0% were approved, depending on local
market conditions.
Noting that the position is somewhat different for our hourly
paid colleagues in UK Retail and Stadia, with effect from
1 January 2025, their minimum hourly rate of pay has been
increased by 5.9% to £12.50 (from £11.80).
The Committee was also pleased to note that we were able to
implement all-colleague remuneration initiatives during 2024,
which were very well received within the business:
All of our colleagues have the opportunity to share in the value
they create. A fourth cycle of our all-employee ShareSave
plan was launched in April 2024 to colleagues in 25 countries.
15% of our people elected to participate, giving them the
opportunity to purchase Entain shares at an option price of
£6.07. We intend to offer ShareSave again in 2025.
Our Customer Service Manager colleagues in Retail received
vouchers valued at £250 (or the equivalent amount in local
currency) as a gesture of appreciation for their hard work
and contributions throughout the year, amongst other
Retail Initiatives.
These initiatives acknowledge the importance of our colleagues
in delivering the Group’s objectives, and the Committee looks
forward to continuing the dialogue with our people in the
coming year.
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CEO pay ratio (unaudited)
The first table below sets out the ratio at median, 25th and 75th
percentile of the total remuneration received by our CEO compared
to the total remuneration received by our UK colleagues, while
the second provides further information on the total colleague
pay figure at each quartile, and the salary component within this.
In line with the regulations, for these purposes we have used
the total remuneration received by the Interim CEO and the CEO
during 2024.
Total CEO pay in 2024 was 79 times the median (50th percentile).
This is a slight increase from 78 times in 2023 which is mainly
attributable to the CEO transitional period in September during
which two incumbents were in the role. In addition, there were
additional, exceptional onboarding payments made to Gavin
Isaacs as part of his joining Entain. Our UK employee population is
predominantly made up of colleagues working in our retail estate,
and the Committee considers that this ratio is not out of line with
that at other retail organisations.
Method
25th
percentile
50th
percentile
75th
percentile
2024
Option A
101
79
69
2023
Option A
90
78
65
2022
Option A
101
87
73
2021
Option A
139
122
98
2020
Option A
106
95
75
2019
Option A
278
229
170
UK colleagues – pay
element
25th
percentile
50th
percentile
75th
percentile
Salary
19,001
20,517
21,539
Total remuneration
31,419
40,272
45,685
We would highlight the following in terms of the approach taken:
Option A was chosen as it is considered to be the most accurate
way of identifying colleagues at P25, P50 and P75, and is
aligned with investor expectations. Under this approach we
calculate total remuneration for all of our UK colleagues and rank
them accordingly on this basis.
The lower quartile, median and upper quartile colleagues were
calculated based on full-time equivalent data as at 31 December
2024. Salary excludes any statutory payments such as
maternity and sick pay; these items are reflected in the Total
remuneration figures.
In reviewing the colleague pay data, the Committee is
comfortable that the P25, P50 and P75 individuals identified
appropriately reflect the colleague pay profile at those quartiles,
and that the overall picture presented by the ratios is consistent
with our pay, reward and progression policies for UK colleagues.
The Committee notes that Entain has in place a number of
initiatives to ensure that the pay and conditions for our wider
colleague population are fair and reasonable and receives regular
updates on reward practices throughout the Group.
We aim to provide a market-competitive remuneration package in
each of the countries in which we operate. This includes benefits
appropriate to the local market and the ability for many colleagues
to share in the success of Entain via annual incentive programs.
We successfully launched the fourth cycle of our all-employee
ShareSave plan in 2024 and another cycle will be offered in 2025.
Structures are in place to support salary progression, and regular
market analysis by geography and role function is carried out, with
action taken as appropriate and salaries are typically reviewed in
January each year.
Relative importance of the spend on pay
The table below sets out the overall spend on pay for all colleagues
compared with the returns distributed to shareholders.
Significant distributions
2024
2023
% change
Staff costs (£m)1
868.8
753.8
15.3%
Distributions to shareholders
(£m)2
116.3
106.9
8.8%
1. Increase in staff costs is largely due to an increase in redundancy costs, along with
salary increases implemented in 2024.
2. Increase in distributions to shareholders reflects the higher dividend payments in
2024 compared to 2023.
Gender pay gap reporting
2024 is the seventh year in which we have published our UK
gender pay gap results. Our median hourly pay difference between
male and female colleagues in the UK is 4.2% (2023: 4.0%),
which compares favourably with the UK median pay gap for all
employees of 7.0% (source: Office for National Statistics, April
2024). Our median bonus pay gap is 36.46% (2023: 44.5%).
Although the hourly pay gap increased marginally from last year,
the median bonus pay gap decreased, which demonstrates that
we are moving in a positive direction. More must still be done to
increase female representation at senior levels at Entain, and we
remain committed to making Entain an inclusive place to work
and are continuing to invest in initiatives to create greater gender
diversity. Further information will be provided in our 2024 UK
Gender Pay Gap report which will be published on the Company’s
website at entaingroup.com/sustainability-esg.
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£0
£250
£200
£100
£50
£150
£300
£350
£400
£450
Entain
FTSE 100
FTSE 350 Travel & Leisure Index
Source: Thompson Reuters DataStream
01/02/16
31/12/20
31/12/19
31/12/18
31/12/17
31/12/16
31/12/21
31/12/22
31/12/24
31/12/23
Directors’ Remuneration
report
Summary of performance
The chart below shows the value of £100 invested in Entain since obtaining Main Market listing on 1 February 2016, compared with the
value of £100 invested in the FTSE 100 Index and the FTSE 350 Travel and Leisure Index. The FTSE 100 has been chosen on the basis
that this is the index in which Entain was a constituent of at the end of 2024.
£100 invested in Entain on 1 February 2016 would have been worth £178 at 31 December 2024 compared with £191 if invested in the
FTSE 100 and £124 if invested in the FTSE 350 Travel and Leisure Index.
Summary of CEO remuneration outcomes: 2015–2024
Year
CEO
Single figure of total
remuneration6
Annual bonus
payout7 (% of
maximum)
LTIP vesting (% of
maximum)
Legacy award
vesting (% of
maximum)
2024
G Isaacs1
£1.00m
87%
–
–
2024
S David2
£2.17m
89%
–
–
2023
S David2
£0.50m
–
–
–
2023
J Nygaard–Andersen3
£1.33m
20%
–
–
2022
J Nygaard–Andersen
£1.91m
49%
–
–
2021
J Nygaard–Andersen
£2.53m
100%
–
–
2021
S Segev4
£0.04m
–
–
2020
S Segev4
£0.30m
–
–
–
2020
K Alexander5
£1.68m
–
90%
–
2019
K Alexander
£5.23m
100%
91%
–
2018
K Alexander
£19.10m
92%
–
100%
2017
K Alexander
£18.21m
100%
–
100%
2016
K Alexander
£17.83m
–
–
100%
2015
K Alexander
£3.41m
–
–
100%
1.
Gavin Isaacs was appointed CEO on 2 September 2024.
2.
Stella David was appointed Interim CEO on 13 December 2023 and stepped down to take on the role as Board Chair on 30 September 2024.
3. Jette Nygaard-Andersen was appointed CEO on 21 January 2021 and stepped down from the Board on 13 December 2023.
4. Shay Segev was appointed CEO on 17 July 2020 and stepped down from the Board on 21 January 2021.
5. Kenneth Alexander retired from the role of CEO on 17 July 2020.
6. Figures for 2015, 2016 and 2017 were previously reported in Euros and have been converted into GBP using an average rate for the relevant year.
7.
The Executive Directors waived any entitlement to bonus for 2020 due to the Covid-19 pandemic.
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Change in Directors’ pay for the year in comparison to all Entain colleagues
The table below shows the year-on-year change in salary, benefits and annual bonus earned from 2020 to 2024, for all Executive and
Non-Executive Directors and the Chair, compared to that for Entain’s UK colleagues. The comparison is not able to be shown for those
individuals who were not in role for the full 12 months of either year.
2024
2023
2022
2021
2020
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Executive
Directors
G Isaacs1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
S David2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
R Wood3
3.5%
7.2% (3.5)%
3.0%
1.3% (57.8)%
3.6%
1.4% (49.5)%
27.2%
2.2%
n/a
–
–
–
Non-
Executive
Directors
B Gibson5,6
–
–
–
0%
–
–
0%
–
–
5.3%
–
–
–
–
–
P Bouchut6,7,8
76.0%
–
–
5.1%
–
–
(1.2)%
–
–
1.9%
–
–
(3.8)%
–
–
V McDowell6
8.4%
–
–
0.9%
–
–
0%
–
–
5.4%
–
–
(8.5)%
–
–
D Satz8
20.9%
–
–
(0.4)%
–
–
11.3%
–
–
–
–
–
–
–
–
All
colleagues9
3.8% (50.4)% 115.5%
10.9%
(5.2)%
(9.7)%
(0.1)% (16.5)% (50.8)%
0.1%
1.9% 132.4%
3.5%
(1.4)% (53.1)%
1.
Gavin Isaacs was appointed CEO on 2 September 2024. As he was not in role for a full 12 months of 2024, no comparison is shown in respect of 2024.
2.
Stella David joined the Board in March 2021 as a Non-Executive Director and was appointed Interim CEO on 13 December 2023. As she was not in either role for a full 12 months in
either 2021 or 2023 no comparisons are shown.
3. Rob Wood joined the Board during 2019. As he was not in role for the full 12 months of 2019, no comparison is shown in respect of 2020. In 2020, as an Executive Director, Rob was
subject to a 20% reduction in salary for three months and he waived his entitlement to receive a bonus under the 2020 Group annual bonus plan. In 2021, Rob’s salary was increased
from £430,000 to £525,000, effective 21 January 2021, upon taking on additional responsibility as Deputy CEO.
4. Non-Executive Directors receive fees only and do not receive any additional benefits or participate in a bonus arrangement. There were no increases to Non-Executive Directors’
fees in 2024.
5. Barry Gibson left the Board on 30 September 2024. As he was not in the role for the full 12 months, no comparison is shown.
6. In 2020, Barry Gibson, Pierre Bouchut and Virginia McDowell were all subject to a 20% reduction in fees for three months.
7.
The fees for Pierre Bouchut are denominated in Euros but paid in GBP, and the percentage changes in fees shown for him are as a result of foreign exchange movements, and partly
in 2023 due to an increase in fees when he became Senior Independent Director in December 2023.
8. David Satz’s fees are denominated in US Dollars but paid in GBP, and the percentage change in fees shown for him are as a result of foreign exchange movements.
9.
The all-colleague data is comprised of that used to calculate the CEO pay ratio. To eliminate the impact of changes in colleague numbers year-on-year this has been based on
average base salary, benefits and annual bonus data.
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The 2024 Annual Report on Remuneration contains details of the remuneration paid and awarded to Directors during the financial year
ended 31 December 2024. As an Isle of Man incorporated company, Entain is not subject to the UK remuneration reporting regulations
which apply to UK-incorporated companies, nevertheless, this report has been prepared in accordance with the provisions of the
Companies Act 2016, Schedule 8 of the Large and Medium Sized Companies Groups (Accounts and Reports) (Amendment) Regulations
2013 (the “Regulations”), the Listing Rules of the UK Financial Conduct Authority and the UK Corporate Governance Code. An advisory
resolution to approve the Annual Report on Remuneration and the Annual Statement will be put to shareholders at the 2025 AGM.
Single figure of remuneration table (audited)
The remuneration of Executive Directors, showing the breakdown between components with comparative figures for the prior financial
year, is shown below. Figures provided have been calculated in accordance with the Regulations. Further information on the component
elements is provided in subsequent sections.
Executive Directors
Base salary
Benefits
Pension
Annual
bonus
Long-term
incentive3
Total
Total fixed
remuneration
Total variable
remuneration
£000
£000
£000
£000
£000
£000
£000
£000
Gavin Isaacs1
2024
292
58
18
633
–
1,000
367
633
2023
–
–
–
–
–
–
–
–
Stella David2
2024
874
25
52
1,456
–
2,407
951
1,456
2023
46
1
3
–
500
550
50
500
Rob Wood
2024
574
17
34
1,019
–
1,644
625
1,019
2023
554
15
29
222
–
821
598
222
1.
Gavin Isaacs was appointed CEO on 2 September 2024.
2.
Stella David was appointed Interim CEO on 13 December 2023. Fees paid during 2024 and 2023 for her role as a Non-Executive Director are shown on page 140. The above data
includes payment for the notice period in relation to her role as an Executive Director. The amount shown as long-term incentive represents the buy-out of a cash payment which
Stella forfeit on her resignation as Chair of Vue International. This payment is due to be made in February 2026. It is not subject to performance conditions and so has been disclosed
in the year of award.
Further information on the single figure of remuneration table
Base salary
Salaries are normally reviewed on 1 January each year.
Following the review that took effect 1 January 2024, the salaries of the Executive Directors were:
Stella David: £874,200 (to 30 September 2024).
Rob Wood: £573,700.
Gavin Isaacs was subsequently appointed on a salary of £875,000, effective from on 2 September 2024.
Benefits and pension
Executive Directors may receive benefits such as private medical, life insurance and car allowance. Gavin Isaacs receives an annual car
allowance of £25,000 and an allowance in lieu of an employer pension contribution equal to 6% of base salary.
In connection with taking up the CEO role, Gavin received relocation support:
A one-off relocation allowance of £12,000.
An accommodation allowance of £5,000 per month, paid for one year.
While Interim CEO, Stella David received a car allowance of £25,000 p.a. and an allowance in lieu of an employer pension contribution
equal to 6% of her base salary.
Rob Wood received a car allowance of £10,700 p.a. and a company contribution into the pension plan of £833 per month, with the
difference between that and 6% of base salary being paid as a cash allowance.
Annual Report on Remuneration
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2024 annual bonus
The Executive Directors were eligible to participate in the annual bonus for 2024.
The annual bonus framework for 2024 was based on performance against five key metrics for Entain – Underlying Group Operating Profit
(pre-MGM) (60%), Group NGR (10%), BetMGM NGR (10%), safer betting and gaming (10%) and individual objectives (10%). At the start of
the year the Committee set stretching goals for these metrics and was satisfied that these represented challenging yet realistic targets,
and that significant outperformance would be required to achieve a maximum payout.
The targets and outcomes are set out in the table below.
2024
Annual
Bonus
Group
Operating
Profit (60%)
100% of
maximum
Group NGR
(10%)
88.1% of
maximum
BetMGM NGR
(10%)
0% of
maximum
Safer Betting and
Gaming (10%)
See below
100% of
maximum
Individual
Objectives (10%)
See below
Up to
100% of
maximum
Total payout
88.8% of
maximum
1.
All financial data in the above table are displayed in constant currency, this means that they have been adjusted to absorb any impact from FX movement during the year.
Safer Betting and Gaming metrics (10%)
Of the required “Big Four” modules that must be completed, the completion rates exceeded 98% in two cases and 99% in the other two
resulting in stretch targets being achieved with 100% payout.
Individual objectives (10%)
2024 is the first year in which individual objectives have been included in Executive Director annual bonuses. The Committee considers
that this is an important step in driving greater performance accountability throughout the business – and the change is aligned with
initiatives being implemented through the Group – but the Committee recognises the need for these objectives to be measurable, robust
and be comfortable that success against them is likely to be aligned with ultimate shareholder value creation. The table below sets out
further details for each individual. To ensure continued delivery and momentum, Gavin Isaacs assumed accountability for key objectives
set for Stella David on the transition of leadership. The outcome for both Stella David and Rob Wood was 100% of maximum, the outcome
for Gavin Isaacs was 80% of maximum.
Outcome
£5,162m
Threshold
£4,723m
Target
£4,971m
Stretch
£5,220m
Outcome
£731m
Threshold
£631m
Target
£664m
Stretch
£697m
Outcome
$2,102m
Threshold
$2,197m
Target
$2,313m
Stretch
$2,428m
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Stella David – Interim CEO to 2 September 2024
Objective
Measurement
Drive the performance culture
transformation agenda
Architected Entain’s refocused strategy to deliver organic revenue growth; margin accretion and;
market share expansion. This was presented at the full year results live analyst’s presentation on
7 March 2024, followed by an extensive internal communications programme.
Drove integration of strategic priorities and performance expectations with operations and
decision-making processes of the Executive Committee and Extended Leadership Team (ELT).
Led an ELT engagement programme including monthly strategy and execution calls to review and
address the “Your Voice” survey result.
Launched a series of events and communications campaigns about strategic goals in May to
foster a high-performance culture throughout the organisation.
Drive improved ways of working
across the organisation
Led delivery of more agile and effective operational and central decision-making processes,
focusing on the key business priorities.
Champion Diversity and Inclusion
Achieved year-on-year improvement in gender diversity at senior leadership levels from 24%
to 32%.
Fostered a culture of inclusion, leading a number of employee initiatives and demonstrating
commitment to an inclusive workplace.
Delivery of project Romer
Delivered 2024 net annualised savings in excess of the £75m target.
Ambitious cost savings and efficiencies plan to be delivered by the end of 2026 is committed
and underway.
Build constructive and effective
relationships with key stakeholders
Continued progress and momentum with our partners, regulators and investors, including open
and positive meetings with our MGM partner.
Overall achievement
100% of maximum
Gavin Isaacs – CEO from 2 September 2024
Objective
Achievements and outputs
Accelerate the performance
culture transformation agenda
Executed the rollout of the reset of our growth and performance ambitions.
They were presented internally at gathering of the top 50 leaders globally in November and
communicated companywide.
Led continued integration of strategic priorities and performance expectations with operations
and decision-making processes of the Executive Committee and Extended Leadership Team
(ELT).
Led an in person event and communications campaign in November to foster high-performance
culture throughout the organisation.
Drive improved ways of working
across the organisation
Led development and implementation of an enhanced and more efficient operating model and
organisational design.
Drove implementation of a comprehensive product roadmap for 2025, with an emphasis on
priority markets, agreed with all stakeholders.
Champion Diversity, Equity and
Inclusion
Achieved year-on-year improvement in gender diversity at senior leadership levels up from 24%
to 32%.
Active participation in forums to demonstrate a commitment to fosters a culture of inclusion.
Delivery of project Romer
Delivered 2024 net annualised savings in excess of the £75m target.
Ambitious cost savings and efficiencies plan to be delivered by the end of 2026 is committed
and underway.
Build constructive and effective
relationships with key stakeholders
Continued progress and momentum with our partners, regulators and investors, including open
and positive meetings with our MGM partner.
Overall achievement
80% of maximum
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Rob Wood – Deputy CEO & CFO
Objective
Achievements and outputs
Deliver successful project Romer
Delivered 2024 net annualised savings in excess of the £75m target.
Ambitious cost savings and efficiencies plan to be delivered by the end of 2026 is committed
and underway.
Increase liquidity to deliver greater
business flexibility
Conducted comprehensive strategic review of available options in collaboration with the Capital
Allocation Committee.
Delivered agreed plan and liquidity target to ensure sufficient liquidity availability.
Implement new Finance operating
model
Developed and implemented new Finance operating model and structure to optimise
performance in 2024.
Oversee Entain CEE progression
Led development of refreshed Entain CEE strategic plan.
Achieved EBITDA and NGR budget targets.
Overall achievement
100% of maximum
In line with the provisions of the UK Corporate Governance Code, the Committee carefully considered whether the proposed outcome
could be justified in the context of Entain’s overall performance. In doing so, it considered:
Business performance during 2024, including progress against financial, operational and strategic targets;
The quality of underlying earnings and whether any significant one-off factors influenced the results;
Our risk and reputational performance;
The individual performance of the Executive Directors; and
Entain’s share price performance and the experience of our shareholders over the year.
The Committee noted the Group’s operational and financial progress during the year, as set out in the 2024 Group performance highlights
in the Committee Chair’s letter on pages 118-120.
Taking all the above factors into account, the Committee considered that the outcome under the annual bonus was justifiable and a fair
reflection of overall Entain performance during the year, and therefore concluded no further discretionary adjustments were necessary.
The table below sets out the final outcomes and bonus amounts payable to the Executive Directors for 2024.
G Isaacs
S David
R Wood
Bonus opportunity (% of salary)
250%
250%
200%
Salary eligible for 2024 bonus
£291,667
£655,650
£573,700
Outcome:
– As % of maximum bonus
86.8%
88.8%
88.8%
– As % of salary
217%
222%
178%
– As £ amount
£632,917
£1,455,543
£1,018,891
Half of the total bonus is paid in cash following the year end, while half is deferred into shares for three years.
2022 Long-Term Incentive Plan
The targets attached to the 2022 LTIP awards and the performance outcome against these are set out below. TSR performance against
both groups was below threshold and as such the awards lapsed in full. The Committee did not exercise any discretion over the outcome.
2022-2024
LTIP
Relative TSR vs.
FTSE 100 (50%)
Outcome
-52.2%
Threshold Median
-12.6%
Stretch UQ –
42.5%
0% of maximum
Relative TSR vs.
Bespoke peer group (50%)
Outcome
-52.2%
Threshold Median
-15.2%
Stretch UQ –
43.2%
0% of maximum
Total vesting
0% of maximum
1.
The bespoke peer group comprised the following companies: 888 Holdings, Betsson, Caesars Entertainment, Evolution Gaming Group, Flutter Entertainment, Gamesys,
International Game Technology, Kindred Group, Playtech, Rank Group and TabCorp Holdings.
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Share awards granted during 2024 (audited)
The table below sets out share awards granted to the Executive Directors during 2024 under the LTIP and Annual and Deferred Bonus
Plan (ADBP).
Name
Award type
Grant date
Face value of
award
Shares
awarded1,2
% vesting
at threshold
performance
% vesting at
maximum
performance
Performance
conditions
G Isaac3
LTIP
10-09-24
£3,937,500
584,893
16.7
100%
Relative TSR
S David
LTIP
11-03-24
£3,933,896
526,626
16.7
100%
Relative TSR
R Wood
LTIP
11-03-24
£2,294,799
307,202
16.7
100%
Relative TSR
ADBP
11-03-24
£91,425
12,239
n/a
n/a
none
1.
The LTIP awards were calculated, in line with the Plan rules, based on a share price of £7.47, the closing share price on the day prior to grant (for G Isaacs £6.732).
2.
Consistent with the Directors’ Remuneration Policy, 50% of an Executive Director’s annual bonus is deferred into shares under the ADBP. The awards shown above were granted
in respect of annual bonuses for the 2024 financial year. These awards will normally vest on 21 March 2027, the third anniversary of the grant, subject to continued employment
or approval of good leaver treatment. The number of shares granted was calculated, in line with the Plan rules, based on a share price of £7.47 (the average price over the period
1 October to 31 December 2024).
3. As announced on 11 February 2025, by mutual agreement Gavin Isaacs has stepped down from the role of CEO. The Remuneration Committee has exercised discretion to preserve
his 2024 LTIP award, with it being pro-rated for time served and remaining subject to the original performance conditions.
For the 2024 LTIP, 50% of the awards are based on TSR performance relative to the FTSE 100 and 50% on performance relative to an
industry peer group. Performance for these awards will be measured over the period 1 January 2024 to 31 December 2026. The target
ranges are set out below.
Metric
Weighting
Threshold
(16.7%
vesting)
Maximum
(100%
vesting)
Relative TSR vs. FTSE 100 Index
50%
Median
85th
percentile
Relative TSR vs. bespoke peer group1
50%
Straight-line vesting between threshold and maximum
1.
The bespoke peer group for the 2024 awards comprises the following companies: 888 Holdings, Aristocrat, Betsson, Caesars Entertainment, DraftKings, Evolution Gaming Group,
Flutter Entertainment, International Game Technology, Kindred Group, MGM Resorts, Playtech, PointsBet, Rank Group, Rush Street Interactive and Sands LV.
The terms of the 2024 awards provide the Committee with the ability to review the outcome at vesting and to make appropriate
adjustments if it concludes that participants have benefited from windfall gains over the performance period. The Committee also retains
the ability, under the terms of the Policy, to exercise discretion to override the formulaic outcomes if it believes that the formulaic outturn is
not appropriate.
Shareholdings and share interests
Shareholding guidelines
Executive Directors are required to maintain a shareholding as determined by the Committee and retain this for a period following
cessation of employment. Executive Directors are expected to build up their shareholding over a period of five years from the date of
appointment as an Executive Director (or, if later, from the date of any change to the terms of the shareholding requirement). Shares that
count towards the requirement are those that are beneficially owned, any vested share awards subject to a holding period and unvested
deferred bonus shares (on an after-tax basis). The current shareholding requirements are:
CEO – 450% of base salary.
CFO & Deputy CEO – 350% of base salary.
In line with the provisions of the UK Corporate Governance Code, the Committee has implemented post-employment shareholding
requirements for the Executive Directors to ensure that they remain aligned with shareholders for a period after they step down from
the Board. The Committee expects Executive Directors to maintain 100% of their guideline (or their actual holding if lower) for two years
following departure. Shares purchased by the Executive Directors out of their own funds will not count towards these guidelines. To assist
in the implementation of the post-employment shareholding guideline our policy includes the potential to require leavers to deposit the
requisite number of shares into a trust or nominee arrangement. In the case of good leavers, future vesting may be made subject to
adherence to the shareholding requirement.
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Share interests (audited)
Executive Directors’ share interests as at 31 December 2024 are set out below.
Share interests subject to
performance conditions2
Share interests not subject
to performance conditions3
Name
Number of
beneficially
owned
shares1
Share
awards
Share
options
Share
awards
Share
options
Total
interests at
31 December
2024
Value of
shares held
as % of base
salary4
Shareholding
requirement
met?
G Isaacs
103,700
584,893
–
–
–
688,593
80%
N
S David
589,691
526,626
–
–
–
1,116,317
464%
N
R Wood
227,037
573,195
–
47,866
12,239
860,337
344%
N
1.
Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of beneficially owned shares for any Executive
Director between 31 December 2024 and the date this report was signed.
2.
Share interests subject to performance conditions are those made under the LTIP. Awards to Rob Wood are granted in the form of conditional awards.
3. Share interests not subject to performance conditions are those made under the ADBP. Awards to Rob Wood are granted in the form of conditional awards.
4. In line with our shareholding policy, the value of shares held as a percentage of base salary includes shares owned by the Executive Directors and the after-tax shares held under the
ADBP. The values of £0.7m, £4.1m and £1.6m for Gavin Isaacs, Stella David and Rob Wood respectively are based on the closing share price at 31 December 2024 (£6.872).
Executive Directors’ service contracts and external appointments
Executive Directors have rolling contracts, terminable by either party giving the appropriate notice.
Director
Date appointed
Arrangement
Notice period
S David1
11 February 2025
Service contract
12 months
R Wood
5 March 2019
Service contract
12 months
1. Stella David assumed the role of Interim CEO on 11 February 2025.
Subject to Board approval, Executive Directors are able to accept appropriate outside Non-Executive Director appointments provided the
aggregate commitment is compatible with their duties as Executive Directors. The Executive Directors concerned may retain fees paid for
these services.
Payments for loss of office (audited)
Gavin Isaacs
Upon stepping down from the Board on 11 February 2025, Gavin’s 12-month notice period commenced with immediate effect. Gavin will
receive payment in lieu of notice relating to salary only. Payments will be made monthly in instalments and subject to mitigation should he
find alternative paid employment.
Gavin was eligible for a pro-rated 2024 annual bonus determined in the same manner as the other Executive Directors and paid in cash
and deferred shares in the usual manner. This amount is shown in the single figure table on 134. The Remuneration Committee exercised
discretion to allow Gavin to retain the 2024 LTIP award, pro-rated by 5/36ths to reflect the number of whole months served, and subject
to the original performance conditions. Should the award vest in September 2027, it will be subject to a further two-year holding period.
Gavin will not receive a 2025 annual bonus or 2025 LTIP award.
The Company agreed to cover certain expenses in connection with Gavin’s relocation back to the US. While these amounts have yet to be
finalized, it is expected that they will not exceed £30,000. The Company will reimburse the cost of professional support with completion of
Gavin’s personal tax returns, with the amount expected to not exceed £15,000.
Gavin had been eligible for a conditional buy-out award to compensate him for incentives forfeited on leaving his previous role, with a
maximum value available of $2.5m. The performance conditions were not satisfied and as such he did not receive this award.
Stella David
Stella’s remuneration in respect of the period she served as Interim CEO and as an Executive Director for the year ended 31 December
2024, is included in the Executive Director single figure table on page 134. This includes a 2024 annual bonus pro-rated for the period to
30 September 2024 and delivered in a mix of cash and deferred shares in line with our Policy.
When Stella succeeded Barry Gibson as Board Chair, the Committee agreed that:-
She would retain the buy-out award in respect of remuneration forfeited at a previous employer, which was disclosed in the
remuneration report last year. This award will be paid in February 2026, in line with the original terms.
Her salary, pension and car allowance will be paid in lieu of notice in monthly instalments for the balance of her notice period, subject to
mitigation for additional Non-Executive appointments. These payments ceased upon appointment to the Interim CEO role, with effect
from 11 February 2025.
She would retain one-third of the 2024 LTIP award. On her re-appointment to the role of Interim CEO on 11 February 2025, the
Committee agreed that, for the purpose of the LTIP, Stella’s service would be deemed to be continuous until her employment ceases.
This LTIP award will vest in March 2027 based on performance over the three years to 31 December 2026.
All of Stella’s post termination obligations contained in her service agreement remained in force.
Malus and clawback provisions will continue to apply in accordance with our Remuneration Policy.
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This approach is consistent with the commitments discussed on Stella’s appointment as Interim CEO. At the time of her appointment
as Interim CEO, the Board were mindful of the need for stability and continuity. The Board also recognised that Stella gave up several
external roles to take on this interim role with no certainty of how long the Interim CEO role would be required. Taking this into account the
Committee considered this approach to be an appropriate balance between recognising her performance and significant contribution to
business, and alignment with shareholder interests.
Chair and Non-Executive Directors
Single figure of remuneration table (audited)
The remuneration of the Non-Executive Directors is shown below.
Non-Executive
Directors
Fees1
£000
Benefits
£000
Annual
bonus £000
Long-term
incentives £000
Pension
£000
Total
£000
Total fixed
remuneration
Total variable
remuneration
Stella David2
2024
131
–
–
–
–
131
131
–
2023
176
–
–
–
–
176
176
–
Barry Gibson
2024
394
–
–
–
–
394
394
–
2023
450
–
–
–
–
450
450
–
Pierre Bouchut3
2024
189
–
–
–
–
189
189
–
2023
112
–
–
–
–
112
112
–
Amanda Brown4
2024
128
–
–
–
–
128
128
–
2023
13
–
–
–
–
13
13
–
Virginia McDowell
2024
116
18
–
–
–
134
134
–
2023
107
–
–
–
–
107
107
–
David Satz5
2024
119
29
–
–
–
149
149
–
2023
94
–
–
–
–
94
94
–
Rahul Welde
2024
95
–
–
–
–
95
95
–
2023
85
–
–
–
–
85
85
–
Ronald Kramer6
2024
75
12
–
–
–
87
87
–
2023
–
–
–
–
–
–
–
–
Ricky Sandler7
2024
94
29
–
–
–
123
123
–
2023
–
–
–
–
–
–
–
–
Helen Ashton8
2024
54
–
–
–
–
54
54
–
2023
–
–
–
–
–
–
–
–
1.
Non-Executive Directors receive fees only and do not receive any additional benefits or participate in any incentive arrangements.
2.
Stella David served as Board Chair from 1 October 2024. Stella David again assumed the role of Interim CEO from 11 February 2025. Fees in the table above for 2023 and 2024
reflect her role as a Non-Executive Director only. Remuneration for her role as an Executive Director is shown in the table on page 134.
3. Pierre Bouchut’s fees are denominated in Euros but paid in GBP.
4. Amanda Brown joined the Board on 8 November 2023.
5. David Satz’s fees are denominated in US Dollars but paid in GBP.
6. Ronald Kramer joined the Board on 13 March 2024.
7.
Ricky Sandler joined the Board on 3 January 2024.
8. Helen Ashton joined the Board on 8 July 2024.
Fee structure
The table below sets out the fee structure which will apply from 1 January 2025 for the Non-Executive Directors and the Board Chair.
These are unchanged from those in 2024.
As at 1 January 2024
As at 1 January 2025
Chair
£525,000
£525,000
Senior Independent Non-Executive Director
£165,000 or €192,500
£165,000 or €192,500
Board member
£95,000 or €112,000 or $120,000
£95,000 or €112,000 or $120,000
Chair of a Board Committee
£30,000 or €35,000 or $38,000
£30,000 or €35,000 or $38,000
Intercontinental travel allowance1
£6,000 or €7,000 or $7,500
£6,000 or €7,000 or $7,500
1.
Where a Non-Executive Director is required to undertake intercontinental travel in the performance of their role, this allowance will be paid (for each trip) to acknowledge the
additional time commitment involved. This allowance will not be payable to the Chair.
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Letters of appointment
Non-Executive Directors are appointed under letters of appointment and as such do not have service contracts. Apart from the Chair,
each Non-Executive Director is subject to an initial three-year term subject to annual re-election at the Company’s AGM.
All letters of appointment are available for viewing at the Company’s registered office and at the AGM.
Director
Date appointed
Arrangement
Notice period
S David
1 October 2024
Letter of appointment
3 months
P Bouchut
13 September 2018
Letter of appointment
3 months
A Brown
8 November 2023
Letter of appointment
3 months
V McDowell
6 June 2018
Letter of appointment
3 months
R Sandler
3 January 2024
Letter of appointment
3 months
D Satz
22 October 2020
Letter of appointment
3 months
R Welde
1 July 2022
Letter of appointment
3 months
R Kramer
13 March 2024
Letter of appointment
3 months
H Ashton
8 July 2024
Letter of appointment
3 months
Share interests (audited)
Non-Executive Directors’ share interests as at 31 December 2024, or date of leaving the Board if earlier, are set out below. All Non-
Executive Directors (in post at 31 December 2024) held shares with a value in excess of 75% of their annual fee at 31 December 2024
with the exception of Amanda Brown (70%), David Satz (54%), Ronald Kramer(0%), and Helen Ashton(0%).
Director
Number of beneficially
owned shares1
B Gibson2
200,000
P Bouchut
48,500
A Brown
10,000
V McDowell
15,000
D Satz
7,500
R Welde
21,644
R Kramer
-
H Ashton
-
1.
Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of shares owned outright for any Non-Executive
Director between 31 December 2024 and the date this report was signed.
2.
Barry Gibson’s shareholding includes 62,500 shares owned by Brenda Gibson.
3. Ricky Sandler is the Chief Executive Officer and Chief Investment Officer of Eminence Capital LP, a major shareholder of Entain plc. Eminence Capital LP currently holds
41,199,346 shares.
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During the year, we have again significantly reduced our digital
payout and withdrawal timescales with payments typically
being made to customers in most markets within several
hours of receiving a customer instruction. By the end of June
2025, 80% of withdrawals globally should have near instant
withdrawals enabled.
In the case of other creditors, it is the Group’s policy to agree on
terms at the outset of a transaction and ensure compliance with
such agreed terms. In the event that an invoice is contested, the
Group informs the supplier without delay and seeks to settle the
dispute quickly.
Articles of Association
The Company’s Articles of Association may only be amended by
special resolution at a general meeting of shareholders.
Directors
The Directors of the Company who were in office during the year
are disclosed on page 91.
The Company’s Articles of Association provide that any new
Director appointed by the Board during the year, having not been
previously elected by shareholders, may hold office only until the
next AGM, when that Director must retire and stand for election at
the meeting. Furthermore, at every AGM, all current Directors must
retire from office but may seek re-election by the shareholders.
In compliance with the recommendation of the Code, all Directors
will seek reappointment at the 2025 AGM.
Directors’ remuneration
The Executive Directors have Service Agreements, and all the
Non-Executive Directors have Letters of Appointment. The details
of their key terms are set out in the Directors’ Remuneration
Report. Details of remuneration of each Director are provided in the
Remuneration Report on pages 118 to 141.
Powers of directors
Subject to company law and the Company’s articles, the Directors
may exercise all of the powers of the Company and may delegate
their power and discretion to Committees. The articles give the
Directors the power to appoint and replace Directors.
Directors’ interests
This is reported in the Directors’ Remuneration Report on
pages 138 and 139 and provides details of the interests of
each Director, including current incentive schemes and long-
term incentive schemes, the interests of Directors in the share
capital of the Company, and details of their share interests as at
31 December 2024.
Conflicts of interest
On appointment, each Director must notify the Company of their
external board appointments, other significant commitments,
and any actual or potential conflicts of interest. Each Director is
required to disclose actual or potential conflicts of interest to the
Board. Where actual or potential conflicts of interest arise, the
relevant Director does not receive Board papers and is excluded
from discussions and voting on the subject matter that gives rise
to the conflict. The Board has a policy to identify and manage
Directors’ conflicts or potential conflicts of interest.
Directors’ indemnities
The Company has entered into deeds of indemnity with each of the
Directors, which comply with the Isle of Man Companies Act 2006.
These remain in force as at the date of this report.
Principal activity
Entain plc (“Company”) and its subsidiaries (together the “Group”)
is a major international sports-betting and gaming company
operating both online and in the retail sector.
The Company is registered as a public limited company under the
Isle of Man Companies Act 2006 and is listed on the Main Market
of the London Stock Exchange.
Results and future performance
A review of the Group’s results and activities is covered within
the Strategic Report on pages 8 to 88. This section incorporates
the Chair’s statement, as well as the Chief Executive and Chief
Financial Officer’s reviews, which include indications of likely
future developments.
Key performance indicators
Key performance indicators in relation to the Group’s activities are
continually reviewed by senior management and are presented on
page 23.
Dividends
An interim dividend of 9.3p per ordinary share was paid on
20 September 2024, and a second interim dividend for 2024 of 9.3p
per ordinary share was approved by the Board on 26 February
2025, making a total dividend payment of £119m for the full-
year 2024. The Board recognises the importance of dividends to
shareholders, the strength of the operational performance of the
business, and our future prospects. The Board expects to continue
with its progressive dividend policy during 2025.
Corporate Governance
The Directors recognise the importance of corporate governance,
and their associated report is set out on pages 89 to 143.
The information in that section is deemed to form part of
this Report and thus fulfils the requirements of the corporate
governance statement for the purposes of DTR 7.2.1.
As a company quoted on the Main Market of the London Stock
Exchange, the Company has adopted the 2018 UK Corporate
Governance Code (“Code”), as amended from time to time, and will
seek to comply with the norms to the extent appropriate for the
size and nature of the Company. The Board of Directors considered
the changes to the UK Code and will oversee progress made
implementing required changes as part of its agenda, in particular,
the additional internal control reporting provisions applicable
in 2026.
Engagement with Employee Statements
This is discussed in the section 172 Statement on pages 68 to 71,
pages 95 to 96 and page 130.
Engagement with Stakeholder Statements
This is discussed in the section 172 Statement on pages 68 to 71
and pages 95 to 96.
Research and development
The Group’s research and development efforts are focused on
the development and maintenance of the Entain platform and the
production of its product portfolio. The Group will continue to invest
in research and development to ensure it remains well positioned to
deliver sustainable growth.
For further details on the Group’s strategic priorities, see the
Strategic Report.
Customer and creditor payment policy
The Group is committed to prompt payment of customer cash-out
requests and maintains adequate cash reserves to cover customer
withdrawals and balances.
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Diversity
At the financial year end female representation on the Board
was at 40.0% aligning with the target set by the FTSE Women
Leaders Review (the successor to the Hampton-Alexander Review)
and the board diversity targets outlined in the Listing Rules.
Entain is compliant with the Parker Review’s target for at least
one Board member to be from an ethnic minority background (see
tables below).
Number
of board
members
Percentage
of the board
Number
of senior
positions
on the
board1
Number in
executive
management2
Percentage
of executive
management2
Men
6
60%
3
6
75%
Women
4
40%
1
2
25%
White
British
or other
White
(including
minority-
White
Groups)
10
91%
3
6
75%
Asian/
Asian
British
1
9%
2
25%
1. Senior positions on the Board comprise of the Chair, Chief Executive Officer, Chief
Financial Officer and Senior Independent Director.
2. For the purposes of the FCA disclosures, “executive management” refers to the
Group’s executive committee, including the company secretary, but excluding
administrative and support staff.
Share capital
Details of the Company’s authorised and issued share capital,
together with details of the movement therein, are set out in
Note 28 to the financial statements. This includes the rights and
obligations attaching to shares and restrictions on the transfer
of shares.
Substantial shareholdings – Interests in voting rights
As at 21 February 2025, the Company had been notified in
accordance with Chapter 5 of the Disclosure and Transparency
Rules of the following interests in the Company’s Shares.
Shareholder
Number of Shares
% of Issued Share
Capital & Total Voting
rights1
The Capital Group
Companies
66,865,835
10.46%
Dodge & Cox
63,088,587
9.87%
Blackrock Inc
46,033,646
7.20%
Eminence Capital
41,199,346
6.44%
Corvex Capital
34,042,774
5.32%
Janus Henderson
Group plc
29,513,261
4.62%
The Vanguard Group,
Inc
27,081,783
4.24%
1. The Company had 639,307,125 ordinary shares in issue on 21 February 2025.
Use of financial instruments
The risk management objectives and policies of the Group are set
out within Note 25 of the financial statements.
Political donations
The Company did not make any political donations or incur any
political expenditure during 2024 (2023: Nil).
Insurance
The Company maintains a directors and officers’ liability insurance
policy in respect of any legal costs that may be incurred against the
Directors in dealing with any legal claims or investigations.
Annual General Meeting
The Company’s Annual General Meeting will be held on 23 April
2025. Further details can be found in the Notice of Meeting which is
available on the Company’s website.
Independent Auditor
KPMG LLP (“KPMG”) has expressed its willingness to continue
in office as auditor and a resolution to re-appoint KPMG will be
proposed at the forthcoming AGM.
So far as the Directors are aware, there is no relevant audit
information (as defined by Section 418 of the Companies Act 2006)
of which the Company’s auditors are unaware, and each Director
has taken all the steps that he or she ought to have taken as a
Director in order to make himself or herself aware of any relevant
audit information and to establish that the Company’s auditors are
aware of that information.
Listing Rule 6.6.1 and other disclosures
This section of the Annual Report and Accounts 2024 forms part
of – and includes certain disclosures required – in the Report of the
Directors incorporated by cross-reference, including under Listing
Rule 6.6.1 and otherwise as applicable by law.
Content
Page references
Long-term incentives
137-138
Dividends
142
Principal activities
4-5, 16-17
On behalf of the Board
Pierre Bouchut
Interim Non-Executive Chair
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Financial statements
In this section
145
163
164
165
166
167
168
222
223
224
225
230
231
232
Independent Auditor’s Report
Consolidated income statement
Consolidated statement
of comprehensive income
Consolidated balance sheet
Consolidated statement of changes
in equity
Consolidated statement
of cash flows
Notes to the consolidated
financial statements
Company income statement
Company balance sheet
Company statement of changes
in equity
Notes to the Company financial
statements
Glossary
Shareholder information
Corporate information
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1. Our opinion is unmodified
In our opinion:
the financial statements of Entain plc give a true and fair view of the state of the Group's and of the Parent Company’s affairs as at
31 December 2024, and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards
Accounting Standards as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;
the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS
101 Reduced Disclosure Framework; and
the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Isle of Man
Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Entain plc (“the Company”) for the year ended 31 December
2024 (FY24) included in the Annual Report, which comprise:
Group
Parent Company (Entain plc)
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes 1 to 36 to the Group financial statements, including the
accounting policies in note 4.
Company income statement
Company balance sheet
Company statement of changes in equity
Notes 1 to 19 to the Parent Company financial statements,
including the accounting policies in note 3.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for
our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included in our reporting to the
Audit Committee (“AC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest entities.
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2. Overview of our audit
Factors driving our
view of risks
Having taken due consideration of the current
economic and regulatory environment and activity
of the Group in the period, we have identified two
additional key audit matter relating; impairment of
goodwill and estimation of associated contingent
consideration and litigation and contingent liabilities.
Revenue recognition from online operation and the
recoverability of parent Company’s investment in
subsidiaries remain key audit matters for Entain
plc. However, we consider the level of risk relating
to revenue recognition from online operations has
reduced compared to FY23 due to the cumulative
evidence identified in relation to IT automated
controls, the reduction of player liabilities in
comparison to materiality and the direct relationship
between revenue and cash reducing the opportunity
for manipulation.
Recoverability of investments in subsidiaries remains
our biggest focus in the audit of the parent Company,
Entain plc, due to their materiality in the context of the
parent Company financial statements.
We do not consider the risk associated with complex
accounting and sensitivity to significant assumptions
relating to the acquisition of Tab New Zealand and
STS Holdings S.A. to be a key audit matter in FY24
given these were acquired and all accounting entries
were recorded in the prior year.
Key Audit Matters
Vs FY23
Item
Impairment of goodwill and
estimation of associated
contingent consideration
4.1
Litigation and contingent
liabilities
4.2
Revenue recognition from online
operations
4.3
Recoverability of parent
Company’s investments in
subsidiaries
4.3
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Audit committee
interaction
During the year, the AC met 5 times. KPMG are invited to attend all AC meetings and are provided with an
opportunity to meet with the AC in private sessions without the Executive Directors being present. For each
Key Audit Matter, we have set out communications with the AC in section 6, including matters that required
particular judgement for each.
The matters included in the Audit Committee Chair’s report on page 108 are materially consistent with our
observations of those meetings.
Our independence
We have fulfilled our ethical responsibilities under, and
we remain independent of the Group in accordance
with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
We disclosed in our prior year audit opinion that we
had identified that a KPMG member firm provided
access to an application to an entity that is part of a
group of companies acquired by the Group in August
2023. Access to the application was not terminated
until the end of January 2024, thereby impacting
the financial years ending 31 December 2023 and
31 December 2024. Our assessment of the impact on
our independence was set out in our 31 December
2023 opinion and our conclusion regarding this matter
remains unchanged. In the current year we have
identified that a KPMG member firm had assisted with
word processing of local GAAP financial statements for
the year ended 31 December 2023 for entities which
are not in scope for the group audit. The services, which
have been terminated, were administrative in nature
and did not involve any management decision-making
or bookkeeping. The work was undertaken after the
group audit opinion was signed by KPMG LLP for the
impacted financial year and had no direct or indirect
effect on Entain plc’s consolidated financial statements.
The fees for the services were not significant to any
party and the entities involved.
In our professional judgment, we confirm that based
on our assessment of the breaches, our integrity and
objectivity as auditor has not been compromised and
we believe that an objective, reasonable and informed
third party would conclude that the provision of these
services would not impair our integrity or objectivity
for any of the impacted financial years. The audit
committee have concurred with this view.
We were first appointed as auditor by the directors for
the year ended 31 December 2018. The period of total
uninterrupted engagement is for the 7 financial years
ended 31 December 2024.
The Group engagement partner is required to rotate
every 5 years. These are the fourth set of the Group’s
financial statements signed by Mark Flanagan.
Previously Mark was a Key Partner involved in the
engagement, and therefore he is required to rotate off
after seven years of his involvement in the engagement.
Therefore, Mark will be required to rotate off after the
FY24 audit.
The average tenure of partners signing component
reporting is 3 years, with the shortest being 2 and the
longest being 4.
Total audit fee
£3.9m
Audit related fees
(including interim review)
£0.5m
Other services
£0.2m
Non-audit fee as a % of total audit
and audit related fee %
4.3%
Date first appointed
6 June 2018
Uninterrupted audit tenure
7 years
Next financial period which requires
a tender
2028
Tenure of Group engagement
partner
5 years
Average tenure of component
signing partners
3 years
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45
FY24 £m
FY23 £m
45
33.75
33.75
36
36
22
22
2.25
2.25
40
22
Group
GPM
HCM
LCM
AMPT
PLC
Materiality
(item 6 below)
The scope of our work is influenced by our
view of materiality and our assessed risk of
material misstatement.
We have determined overall materiality for the Group
financial statements as a whole at £45m (FY23: £45m)
and for the Parent Company financial statements as a
whole at £40m (FY23: £22m).
Consistent with FY23, we determined that revenue
remains the benchmark for the Group. We consider
total revenue to be the most appropriate benchmark
as the Group continues to have high organic growth
in maturing markets and is still integrating recent
acquisitions and BetMGM, the Group’s joint venture
continues to be in a start-up phase. Furthermore,
total revenue is seen as a key metric to users of the
financial statements, as demonstrated by the Group’s
communications to investors. As such, we based our
Group materiality on revenue, of which it represents
0.9% (FY23: 0.9%).
Materiality for the Parent Company financial statements
was determined with reference to a benchmark of
Parent Company total assets of which it represents
0.7% (FY23: 0.3%).
Group
Group Materiality
GPM
Group Performance Materiality
HCM
Highest Component Materiality
PLC
Parent Company Materiality
LCM
Lowest Component Materiality
AMPT
Audit Misstatement Posting Threshold
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Total assets
88%
Revenue including share of revenue from joint
ventures to the Group’s revenue figure1
80%
Group Revenue
77%
Group scope
(item 7 below)
We have performed risk assessment procedures to
determine which of the Group’s components are likely
to include risks of material misstatement to the Group
financial statements, what audit procedures to perform
at these components and the extent of involvement
required from our component auditors around the world.
Of the Group’s twenty reporting components, we
subjected five for further audit procedures, including the
joint venture. The components within the scope of our
work accounted for the percentages illustrated opposite.
The group operates a centralised IT function that
supports IT processes for certain components. The IT
function is geographically spread across Hyderabad
(India), Gibraltar, Stratford (UK) and Vienna (Austria).
The transactions processed by these IT systems are
included in the financial information of the reporting
components it services and therefore it is not a separate
reporting component. The relevant IT platforms are
subject to specified risk-focused audit procedures,
predominantly the testing of the relevant general
IT control environment (“GITCs”) and automated IT
application controls.
In addition, for the remaining components for which we
performed no audit procedures, we performed analysis
at an aggregated Group level to re-examine our
assessment that there is not a reasonable possibility of
a material misstatement in these components.
We consider the scope of our audit, as communicated to
the Audit Committee, to be an appropriate basis for our
audit opinion.
In scope audits
Out of scope audits
1. Calculated by adding the Group’s share of revenue from its joint
ventures to the Group’s revenue figure.
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The impact of
climate change
on our audit
We have considered the potential impacts of climate change on the financial statements as part of our
planning of the audit. The Group has set out its commitment to be carbon net zero by 2035 including a
reduction in scope 1, 2 and 3 emissions by 2027. The Group’s business model does not include high polluting
activities and further information about the Group’s identified climate risks is provided in the “Task Force for
Climate-related Financial Disclosures Statement”. As part of our risk assessment, KPMG have inquired with
the Group’s head of ESG to understand the climate change risks to the Group, the impact of their net zero
commitment and what they have assessed the impact of these are on the financial statements. We have
also read meeting minutes of the Group’s ESG committee and applied our knowledge of the Group and sector
in which it operates to understand the extent of the potential impact of climate change risks on the Group’s
financial statements. Considering the nature of the Group’s assets and liabilities, there was no significant
impact on our key audit matters or other key areas of our audit. We have read the Group’s Task Force for
Climate-Related Financial Disclosures in the front half of the annual report and considered consistency with
the financial statements and our audit knowledge.
3. Going concern, viability and principal risks and uncertainties
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means
that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and
Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered most
likely to adversely affect the Group’s and Company’s available
financial resources and/or metrics relevant to debt covenants over
this period were:
The impact of a significant change in the Group’s gaming tax
profile, including changes in key geographies;
The impact of significant changes in the regulatory environment
affecting the Group’s ability to operate in certain territories; and
The impact of a cyber security failing affecting the Group’s
operating systems for a significant portion of the going
concern period.
We also considered less predictable but realistic second order
impacts, such as the impact of the political changes, which could
result in a rapid reduction of available financial resources.
We considered whether these risks could plausibly affect the
liquidity or covenant compliance in the going concern period by
comparing severe, but plausible downside scenarios that could
arise from these risks individually and collectively against the level
of available financial resources and covenants indicated by the
Group’s financial forecasts. We assessed the completeness and
accuracy of the going concern disclosure.
Accordingly, based on those procedures, we found the directors’
use of the going concern basis of accounting without any material
uncertainty for the Group and Parent Company to be acceptable.
However, as we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the above conclusions are not a guarantee that the Group
or the Parent Company will continue in operation.
Our conclusions
We consider that the directors’ use of
the going concern basis of accounting
in the preparation of the financial
statements is appropriate;
We have not identified, and concur
with the directors’ assessment that
there is not, a material uncertainty
related to events or conditions that,
individually or collectively, may cast
significant doubt on the Group’s or
Parent Company’s ability to continue
as a going concern for the going
concern period;
We have nothing material to add or
draw attention to in relation to the
directors’ statement in note 2 to the
financial statements on the use of the
going concern basis of accounting
with no material uncertainties that
may cast significant doubt over the
Group and Parent Company’s use
of that basis for the going concern
period, and we found the going
concern disclosure in note 2 to be
acceptable; and
The related statement under the
Listing Rules set out on page 88 is
materially consistent with the financial
statements and our audit knowledge.
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Disclosures of
emerging and
principal risks
and longer-term
viability
Our responsibility
We are required to perform procedures to identify whether there
is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability statement,
and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
the directors’ confirmation within the Viability Statement on
page 88 that they have carried out a robust assessment of the
emerging and principal risks facing the Group, including those
that would threaten its business model, future performance,
solvency and liquidity;
the Principal Risks disclosures describing these risks and how
emerging risks are identified and explaining how they are being
managed and mitigated; and
the directors’ explanation in the Viability statement of how
they have assessed the prospects of the Group, over what
period they have done so and why they considered that period
to be appropriate, and their statement as to whether they
have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications
or assumptions.
We are also required to review the Viability Statement set out on
page 88 under the Listing Rules.
Our work is limited to assessing these matters in the context of only
the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements
that were reasonable at the time they were made, the absence of
anything to report on these statements is not a guarantee as to the
Group’s and Parent Company’s longer-term viability.
Our reporting
We have nothing material to add
or draw attention to in relation to
these disclosures.
We have concluded that these
disclosures are materially consistent
with the financial statements and our
audit knowledge.
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on:
the overall audit strategy;
the allocation of resources in the audit; and
directing the efforts of the engagement team.
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those
matters and our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for
the purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
4.1 impairment
of goodwill
and estimation
of associated
contingent
consideration in
specific CGU’s
(Group)
Financial Statement Elements
Our assessment of risk
vs FY23
Our results
FY24
The Group has significant value in
goodwill and complex contingent
consideration as a result of historic
acquisitions which are sensitive to
changes in key assumption.
FY24: Acceptable
Goodwill
£480m
Deferred and
contingent
consideration
£1,057m
Impairment charge
(£410m)
Fair value measurement
of contingent
consideration
(£15m)
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4.1 impairment
of goodwill
and estimation
of associated
contingent
consideration
(Group)
continued
Description of the
Key Audit Matter
Goodwill associated with the NZ tab Retail,
NZ tab Digital, STS, Betcity, Belgium Retail
and Belgium Digital cash generating
units (‘CGU’) is significant and at risk
of irrecoverability due to timing of local
regulatory changes and pressures from
competitors in local markets. The estimated
recoverable amount of this balance is
subjective due to the inherent uncertainty
involved in forecasting estimated future cash
flows. These forecasts are also significant in
determining the fair valuation of contingent
consideration in NZ Tab.
In particular, there is significant auditor
judgement involved in evaluating the
projected cashflows (for the forecast period)
used in the analysis of the recoverable
amount of the goodwill (NZ Tab Digital, NZ
Tab Retail, STS, Betcity) and the projected
cashflows (for the forecast period) used
in the fair value calculation of the NZ Tab
contingent consideration.
The effect of these matters is that we
determined that in aggregate the value
in use calculation of NZ tab Retail, NZ
tab Digital, STS, Betcity, Belgium Retail
and Belgium Digital had a high degree of
estimation uncertainty, with a potential
range of reasonable outcomes greater than
our materiality for the financial statements
as a whole, and possibly several times that
amount. The financial statements (note 14)
disclose the range /sensitivity estimated by
the Group.
Our response to the risk
We performed the tests below rather than seeking to rely on
any of the Group’s controls because the nature of the area is
such that we would expect to obtain audit evidence primarily
through the detailed procedures described.
Our procedures included:
Our sector experience: Evaluating assumptions
used, in particular those relating to forecast revenue
growth and profit margin assumptions with reference
to our knowledge of the Group and industry across all
jurisdictions, including from our inspection of board
approved strategy plans;
Benchmarking assumptions: Comparing the Group’s
assumptions over revenue growth and margins to
externally derived data such as projected economic
growth, industry growth and cost inflation forecasts;
Discount rate: Developed our own independent range
of post-tax discount rates using publicly available
market data for comparable companies and comparing
these rates to those utilised by management to assess
their reasonableness;
Sensitivity analysis: Performing sensitivity analysis to
assess the impact in impairment calculation to changes in
sales growth, profit margins and discount rate;
Historical comparisons: Evaluating the track
record of historical assumptions used against actual
results achieved;
Assessing consistency: Assessing the consistency of the
forecasts used in impairment testing with those applied
for the going concern assessment; and
Assessing transparency: Assessing whether the Group’s
disclosures about the sensitivity of the outcome of the
impairment assessment to a reasonably possible change
in key assumptions reflected the risks inherent in the
recoverable amount of goodwill.
Communications with the Entain plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our audit approach as set out above, including not placing any reliance on controls;
Our conclusions from the procedures performed; and
Our views on the sensitivity disclosures included with respect to the materially sensitive assumptions.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
The appropriateness of the impairment disclosures with respect to the key assumptions referenced above,
the transparency of sensitivity disclosure and the conclusion to recognise impairment of £458m.
Our results
We consider the carrying amount of the goodwill and contingent consideration liability, the impairment
expense and fair value movement that have been recognised, and the disclosures made to be acceptable.
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4.2 Litigation
and contingent
liabilities (Group)
Financial Statement Elements
Our assessment of risk vs FY23
Our results
FY24
FY23
The industry that the Group
operates in is subject to
increasingly complex legislation
and regulators worldwide
are continuing to exercise
high levels of scrutiny. We
therefore consider that the risk
associated with litigation and
contingent liabilities as a whole is
heightened.
FY24: Acceptable
Contingent liability
disclosure
Note 33
Description of the
Key Audit Matter
Civil penalty proceeding and dispute
outcomes
The Group operates in an industry with
continuously high levels of regulation and
is subject to a number of pending and
threatened claims and regulatory actions.
Those with significant judgment involved
include AUSTRAC investigation, shareholders
claim, German player claims and Greek tax.
We do not assess there to be a significant risk
in relation to estimation uncertainty for these
matters as for all matters with significant
judgment an outflow is either not considered
probable at this stage, or if probable, cannot
be reliably estimated.
However, there remains significant judgement
around assessing whether any outflow is
probable and could be reliably estimated,
and if not the associated disclosures of
contingent liabilities.
Our response to the risk
We performed the tests below rather than seeking to rely on any
of the Group’s controls because the nature of the area is such
that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our procedures to address the risk included:
Enquiry of lawyers: On all significant cases, where
appropriate, we assessed correspondence and enquired
with the Group’s external lawyers to corroborate our
understanding of these matters, accompanied by discussions
with the Group’s internal counsel;
Challenging judgement: We obtained detailed updates
from the Group around significant existing and potential
claims and challenged the key judgements and assumptions
made in assessing whether a provision is required and/or
whether a contingent liability disclosure is required based on
our knowledge of the Group and experience of the industry
in which it operates using our own legal and tax specialists
where applicable;
Historical comparisons: We compared the outcomes of
historical cases to current cases with similar fact patterns;
and
Assessing transparency: We assessed whether the Group’s
disclosures detailing significant proceedings adequately
disclose the potential liabilities of the Group.
Communications with the Entain plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our audit approach as set out above, including not placing any reliance on controls and the involvement of
our specialists;
Our conclusions from the procedures performed; and
Our views on the contingent liability disclosures included with respect to the current cases.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
The appropriateness of the contingent liability disclosures with respect to the current significant claims
and regulatory actions referenced above and the conclusion that no provision is required in respect of
these matters.
Our results
We consider the conclusion that no provision is required for these matters to be acceptable and that the
contingent liability disclosures made are acceptable.
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4.3 revenue from
online operations
(Group)
Financial Statement Elements
Our assessment of risk vs FY23
Our results
FY24
FY23
We consider the level of risk
relating to revenue recognition
from online operations
has reduced compared to
FY23 due to the cumulative
evidence identified in relation
to IT automated controls, the
reduction of player liabilities in
comparison to materiality and
the direct relationship between
revenue and cash reducing the
opportunity for manipulation.
FY24: We found no errors
in the group’s recognition of
revenue.
FY23: No errors identified
Revenue
from online
operations
£3,726m
£3,366m
Description of the
Key Audit Matter
Risk of data processing error
Revenue streams are computed and recorded
on complex IT systems that process a high
volume of low value transactions, with the
gaming and betting platforms and customer
wallets (together “platform”) being the key
elements. Aggregated systematic errors in
calculations could result in incorrect reporting
of revenue from online operations.
Risk of fraud
We consider the level of risk relating to
revenue recognition from online operations
has reduced compared to FY23 due to the
cumulative evidence identified in relation to
IT automated controls, the reduction of player
liabilities in comparison to materiality and the
direct relationship between revenue and cash
reducing the opportunity for manipulation.
Our response to the risk
Our procedures included:
Controls: For the Group’s platform we utilised our own IT
auditors to assess the relevant IT systems and controls by:
Understanding the data flow in the online betting environment
by observing bets placed on the customer-facing systems
and tracing the transactions to the platform, and then from
the platform to the data warehouse (storage) and then to the
financial information systems (accounting records) to assess
whether the information is passed appropriately from one
system to another;
Testing operating effectiveness of relevant general IT
controls (“GITCs”) including access to programs and data
and program change – specifically evaluating account set-up
and termination of users, password restrictions, users with
privileged access and program change controls;
Assessing the impact of GITCs deficiencies and performing
additional audit procedures as needed, for example where
unauthorised users were identified, we tested whether those
users had inappropriately accessed the system;
Testing automated controls around wallet deposits/
withdrawals, placing and settlement of bets, and calculation
of revenue through placing test bets.
Tests of details (tracing and vouching): We assessed the
appropriateness of revenue by performing the following:
Compare the cash movements in the customer wallets in
aggregate to revenue recognised from online operations
throughout the period.
As part of this comparison, for the cash movements relating to
the Payment Service Provider (“PSP”) receivable, we obtained
a summary of movements for the year and agreed a sample
of non-customer cash movements to external documentation,
for example funding, settlements and charges to either PSP or
bank statements.
For other material reconciling items between the cash
movements and the revenue recognised, we critically
assessed the appropriateness of these items and, where
relevant, obtained supporting documentation.
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4.3 revenue from
online operations
(Group) (continued)
Communications with the Entain’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of revenue from Online operations including details of our planned substantive
procedures and the extent of our control reliance;
Discussions on the effectiveness of the general IT environment.
Areas of particular auditor judgement
We did not identify any areas of particular auditor judgement in relation to this key audit matter.
Our results
We assessed the impact of identified control deficiencies and considered the effect on our substantive
testing. Based on the control mitigation testing that we performed, we were not required to significantly
expand the extent of our planned detailed testing. Our testing identified no errors in the recording of revenue
transactions for the revenues from online operations (FY23: No errors identified)
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 108 for details on how the Audit
Committee considered revenue from online operations as an area of significant attention, page 175 for the accounting policy, and page
176/note 5 for the financial disclosures.
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4.4 Recoverability
of parent
company’s
investments in
subsidiaries
(parent
Company)
Financial Statement Elements
Our assessment of risk vs FY2Y3
Our results
FY24
FY23
We have not identified any
significant changes to our
assessment of the level of risk
relating to recoverability of
parent company’s investments
in subsidiaries compared to
FY23.
FY24: Acceptable
Investment in
subsidiaries
£5,644.6m
£5,635.2m
FY23: Acceptable
Description of the
Key Audit Matter
Low risk, high value
The carrying amount of the parent Company’s
investments in subsidiaries represents 94%
(FY23: 89%) of the parent Company’s total
assets. Their recoverability is not at a high risk of
significant misstatement or subject to significant
judgement. However, due to their materiality
in the context of the parent Company financial
statements, this is considered to be the area that
had the greatest effect on our overall parent
Company audit.
Our response to the risk
We performed the tests below rather than seeking
to rely on any of the Company’s controls because the
nature of the balances is such that we would expect
to obtain audit evidence primarily through the detailed
procedures described.
Our procedures included:
For each material direct subsidiary, we compared the
carrying amount of the investment with the expected value
of the business based on discounted cash flow forecasts to
assess whether the expected future profits of the business
would support the investment.
Communications with the Entain plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of investments in subsidiaries, including details of our planned substantive
procedures, and that we would not seek to place reliance on controls.
Our conclusion on the procedures performed.
Areas of particular auditor judgement
We did not identify any areas of particular auditor judgement in relation to this key audit matter.
Our findings
We found the company’s conclusion that there is no impairment of investments in subsidiaries to be acceptable.
(FY23: acceptable)
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5. Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk
assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
Enquiring of directors, the audit committee, internal audit and inspection of policy documentation as to the
Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual,
suspected or alleged fraud.
Reading Board, audit committee, and remuneration committee minutes.
Considering remuneration incentive schemes and performance targets for directors and how these are
impacted by separately disclosed items.
Using analytical procedures to identify any unusual or unexpected relationships.
Our forensic specialists assisted us in identifying key fraud risks. This included holding a discussion with the
engagement partner and team and assisting with designing relevant audit procedures to respond to the
identified fraud risks.
Risk
communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of
fraud throughout the audit. This included communication from the Group audit team to full scope component
audit teams of relevant fraud risks identified at the Group level and request to full scope component audit teams
to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the
Group level.
Fraud risks
As required by auditing standards, and taking into account possible pressures to meet profit targets and bonus
incentives, we perform procedures to address the risk of management override of controls and the risk that
management may be in a position to make inappropriate accounting entries, and the risk of bias in accounting
estimates and judgements such as accounting for acquisitions and the recognition of intangible assets,
provisions for impairment and pension assumptions.
On this audit we do not believe there is a fraud risk related to revenue recognition because of the direct
relationship between revenue and cash reducing the opportunity for manipulation.
Procedures to
address fraud risks
We also performed procedures including:
Identifying journal entries and other adjustments to test for all full scope components based on high-
risk criteria for each component and comparing the identified entries to supporting documentation.
These included: postings between unusual accounts for revenue and cash; entries without a description or
with a description of senior management; unexpected entries that credit adjusted EBTIDA and debit other
areas of the income statement; and entries by users who seldom post journals.
Evaluated the business purpose of significant unusual transactions.
Assessing whether significant accounting estimates are indicative of a potential bias.
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Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws
and regulations
Laws and
regulations risk
assessment
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector experience, inspection of industry publications
and through discussion with the Directors and other management (as required by auditing standards), and
from inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other
management the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment
including the entity’s procedures for complying with regulatory requirements.
Risk
communications
We communicated identified laws and regulations throughout our team and remained alert to any indications
of non-compliance throughout the audit. This included communication from the Group audit team to in-scope
component audit teams of relevant laws and regulations identified at the Group level, and a request for in
scope component auditors to report to the Group audit team any instances of non-compliance with laws and
regulations that could give rise to a material misstatement at the Group level.
Direct laws context
and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including
financial reporting legislation (including related companies legislation), pension legislation and taxation
legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures
on the related financial statement items.
Most significant
indirect law/
regulation areas
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in the financial statements, for instance through the
imposition of fines or litigation or the loss of the Group’s licence to operate. We identified the following areas
as those most likely to have such an effect: anti-bribery and corruption, recognising the nature of the Group’s
operations, betting and gaming regulation and responsible gaming legislation across all of the territories where
the Group with material operations.
For the matters discussed in note 33 we assessed disclosures against our understanding from inspection of
correspondence received by the entity and inquiries with external legal counsel.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and
regulations to enquiry of the directors and other management and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Further detail in respect of the matters above are set out in the key audit matter disclosures in section 4.2 of
this report.
Known actual
or suspected
matters/legislation
of particular
relevance
Further detail in respect of the AUSTRAC investigation, shareholders claim, German player claims and Greek tax
claim is set out in the key audit matter disclosures in section 4.2 of this report.
Actual or
suspected
breaches discussed
with AC
We discussed with the audit committee matters related to actual or suspected breaches of laws or regulations,
for which disclosure is not necessary, and considered any implications for our audit.
Context
Context of the
ability of the audit
to detect fraud or
breaches of law or
regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our
audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it. In addition, as with any audit, there
remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
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6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative
considerations to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the
effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
£45m
(FY23: £45m)
Materiality for
the group financial
statements as
a whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £45m (FY23: £45m). This was determined
with reference to a benchmark of Group revenue.
Consistent with FY23 we determined that Group revenue remains the main benchmark for the Group. We consider
total revenue to be the most appropriate benchmark as the Group continues to have high organic growth in
maturing markets, is still integrating recent acquisitions and BetMGM, the Group’s joint venture continues to be
in a start-up phase. Furthermore, total revenue is seen as a key metric to users of the financial statements, as
demonstrated by the Group’s communications to investors.
Our Group materiality of £45m was determined by applying a percentage to the Group revenue. When using
a benchmark of revenue to determine overall materiality, KPMG’s approach for listed entities considers a
guideline range 0.5% – 1% of the measure. In setting overall Group materiality, we applied a percentage of 0.9%
(FY23: 0.9%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £40m (FY23: £22m), determined
with reference to a benchmark of Parent Company total assets, of which it represents 0.7% (FY23: 0.4%). This has
increased year on year due to Parent company being an in-scope component for the group audit in FY23 and
therefore capped at component materiality.
£33.75m
(FY23: £33.7m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements
in individual account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY23: 75%) of materiality for Entain plc Group
financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £30m (FY23: £16.5m), which equates to 75%
(FY23: 75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any
factors indicating an elevated level of risk.
£2.25m
(FY23: £2.25m)
Audit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative
point of view. We may become aware of misstatements below this threshold which could alter the nature, timing
and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Entain’s Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY23: 5%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The overall materiality for the Group financial statements of £45m (FY23: £45m) compares as follows to the main financial statement
caption amounts:
Total Group Revenue
Group (loss)/profit before tax
from continuing operations
Total Group Assets
FY24
FY23
FY24
FY23
FY24
FY23
Financial statement Caption
£5,089.2m
£4,769.6m
£(308.7)m
(£842.6)m
£10,274.9m
£10,850.6m
Group Materiality as % of amount
0.9%
0.9%
(14)%
(5.3)%
0.4%
0.4%
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7. The scope of our audit
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the Group.
This year, we applied the revised group auditing standard in our audit of the consolidated financial statements.
The revised standard changes how an auditor approaches the identification of components, and how the audit
procedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial
information to how we, as the group auditor, plan to perform audit procedures to address group risks of material
misstatement (“RMMs”). Similarly, the group auditor has an increased role in designing the audit procedures as
well as making decisions on where these procedures are performed (centrally and/or at component level) and
how these procedures are executed and supervised. As a result, we assess scoping and coverage in a different
way and comparisons to prior period coverage figures are not meaningful. In this report we provide an indication
of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely to include
risks of material misstatement to the Group financial statements and which procedures to perform at these
components to address those risks.
In total, we identified twenty components, having considered our evaluation of the Group’s operational structure,
the existence of common information systems, the existence of common risk profile across business units, the
presence of key audit matters and our ability to perform audit procedures centrally.
Of those, we identified three quantitatively significant components which contained the largest percentages of
either total revenue or total assets of the Group, for which we performed audit procedures.
Additionally, having considered qualitative and quantitative factors, we selected two components with accounts
contributing to the specific RMMs of the Group financial statements.
Accordingly, we performed audit procedures on five components, which we involved five component auditors in
performing the audit work on components. We also performed the audit of the parent Company.
We set the component materialities, ranging from £22 million to £36 million, having regard to the mix of size and
risk profile of the Group across the components.
Our audit procedures covered 77% of Group revenue and, 80% of revenue including share of revenue from joint
ventures and 88% of group total assets.
Impact of controls on our group audit
Entain plc relies on the effectiveness of several IT systems and applications to ensure the financial transactions
are recorded completely and accurately. The main Enterprise Resource Planning (“ERP”) finance systems as well
as the sports betting and gaming platforms were identified as the key IT systems relevant to our Group audit.
The two largest in-scope components that contribute 47% of revenue, use the Group’s core ERP system and
sports betting and gaming platforms, which are managed from a centralised IT function primarily in India.
The general IT controls over, and the automated controls of, these systems and platforms were evaluated by the
IT auditors within the group engagement team. In our testing we identified control deficiencies in relation to the
general IT controls on the core ERP and sports betting and gaming platforms. Whilst we found deficiencies in the
IT environment, we were able to identify mitigating controls and performed additional work to assess the impact
of the remaining deficiencies. This allowed us to place reliance on key automated controls within these IT systems
and platforms and did not lead to a significant change to our planned audit approach.
The other in-scope components uses a different ERP system, and the sports betting and gaming platforms
are managed locally. General IT controls and the automated controls for these were evaluated by component
IT auditors to determine whether controls within these IT systems could be relied upon. Following that testing
we relied upon these controls in determining the work to be performed in the audit of revenue recognition from
Online Operations in this component.
Due to the integral nature of the IT systems for revenue recognition from Online Operations, which has been
identified as a key audit matter, we tested the operating effectiveness of, and relied on, certain key manual and
automated controls in our audit of revenue recognition from Online Operations for all in-scope components.
In most other areas of the audit, including in our audit of retail revenue, we performed a fully substantive audit
because we believe it is more efficient than relying on controls.
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Group auditor
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by component auditors.
As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and
planning discussion meetings with component auditors to discuss Group audit risks relevant to the components,
including the key audit matter in respect of revenue from online operations.
We met with 5 component auditors in person, to assess the audit risks and strategy. The remaining 3
components are tested by the group team. Video and telephone conference meetings were also held with these
component auditors. At these visits and meetings, the results of the planning procedures and/or further audit
procedures communicated to us were discussed in more detail, and any further work required by us was then
performed by the component auditors.
We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated
the appropriateness of conclusions drawn from the audit evidence obtained and consistencies between
communicated findings and work performed, with a particular focus on revenue from online operations.
8. Other information in the annual report
The directors are responsible for the other information presented in the Annual Report together with the financial statements.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance conclusion thereon.
All other information
Our responsibility
Our responsibility is to read the other information and, in doing so, consider whether, based
on our financial statements audit work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge.
Our reporting
Based solely on that work we have not
identified material misstatements or
inconsistencies in the other information.
Directors’ remuneration report
Our responsibility
In addition to our audit of the financial statements, the Directors have engaged us to audit
the information in the Directors’ Remuneration Report that is described as having been
audited, which the Directors have decided to prepare as if the Company was required to
comply with the requirements of Schedule 8 to The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410) made under the UK
Companies Act 2006.
Our reporting
In our opinion the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the UK Companies Act 2006,
as if those requirements applied to
the Company.
Under the terms of our engagement, we are also required to report to you if, in our opinion,
the part of the Directors’ Remuneration Report which we were engaged to audit is not in
agreement with the accounting records and returns.
We have nothing to report in
these respects.
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the financial statements and our audit knowledge, and:
the directors’ statement that they consider that the annual report and financial statements
taken as a whole is fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position and performance, business
model and strategy;
the section of the annual report describing the work of the Audit Committee, including
the significant issues that the Audit Committee considered in relation to the financial
statements, and how these issues were addressed; and
the section of the annual report that describes the review of the effectiveness of the
Group’s risk management and internal control systems.
Our reporting
Based on those procedures, we have
concluded that each of these disclosures
is materially consistent with the financial
statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to
the Group’s compliance with the provisions of the UK Corporate Governance Code specified
by the Listing Rules for our review.
We have nothing to report in this respect.
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9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 82, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and
Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Section 80(c)of the Isle of Man Companies Act.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Mark Flanagan
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants and Recognised Auditors
EastWest
Tollhouse Hill
Nottingham
NG1 5FS
6 March 2025
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Notes
2024
2023
Underlying
items
£m
Separately
disclosed
items
(Note 6)
£m
Total
£m
Underlying
items
£m
Separately
disclosed
items
(Note 6)
£m
Total
£m
Net Gaming Revenue
5,161.9
–
5,161.9
4,833.1
–
4,833.1
VAT/GST
(72.7)
–
(72.7)
(63.5)
–
(63.5)
Revenue
5
5,089.2
–
5,089.2
4,769.6
–
4,769.6
Cost of sales
7
(1,971.1)
–
(1,971.1)
(1,862.6)
–
(1,862.6)
Gross profit
3,118.1
–
3,118.1
2,907.0
–
2,907.0
Administrative costs
7
(2,387.3)
(866.7)
(3,254.0)
(2,222.3)
(1,286.5)
(3,508.8)
Contribution1
2,480.5
–
2,480.5
2,279.4
–
2,279.4
Administrative costs excluding marketing
(1,749.7)
(866.7)
(2,616.4)
(1,594.7)
(1,286.5)
(2,881.2)
Group operating profit/(loss) before share
of results from joint ventures and associates
730.8
(866.7)
(135.9)
684.7
(1,286.5)
(601.8)
Share of results from joint ventures and associates
16,17
(114.2)
–
(114.2)
(42.9)
–
(42.9)
Group operating profit/(loss)
616.6
(866.7)
(250.1)
641.8
(1,286.5)
(644.7)
Finance expense
8
(280.3)
(9.1)
(289.4)
(241.8)
(1.0)
(242.8)
Finance income
8
16.1
–
16.1
12.4
–
12.4
Gains/(losses) arising from change in fair value
of financial instruments
8
145.0
–
145.0
(90.6)
–
(90.6)
Gains arising from foreign exchange
on debt instruments
8
21.0
–
21.0
123.1
–
123.1
Profit/(loss) before tax
518.4
(875.8)
(357.4)
444.9
(1,287.5)
(842.6)
Income tax
10
(138.9)
35.3
(103.6)
(105.8)
69.7
(36.1)
Profit/(loss) from continuing operations
379.5
(840.5)
(461.0)
339.1
(1,217.8)
(878.7)
Loss for the year from discontinued operations
after tax
21
–
–
–
–
(57.8)
(57.8)
Profit/(loss) for the year
379.5
(840.5)
(461.0)
339.1
(1,275.6)
(936.5)
Attributable to:
Equity holders of the parent
335.6
(788.3)
(452.7)
304.1
(1,232.7)
(928.6)
Non-controlling interests
43.9
(52.2)
(8.3)
35.0
(42.9)
(7.9)
379.5
(840.5)
(461.0)
339.1
(1,275.6)
(936.5)
Earnings per share on profit/(loss) for the year
from continuing operations
30.2p2
(70.8p)
44.3p2
(141.4p)
From profit/(loss) for the year
12
30.2p2
(70.8p)
44.3p2
(150.7p)
Diluted earnings per share on profit/(loss) for the year
from continuing operations
29.9p2
(70.8p)
44.2p2
(141.4p)
From profit/(loss) for the year
12
29.9p2
(70.8p)
44.2p2
(150.7p)
Memo
EBITDA3
1,088.8
(103.5)
985.3
1,007.9
(742.9)
265.0
Share-based payments
(13.3)
–
(13.3)
(21.7)
–
(21.7)
Depreciation, amortisation and impairment
(344.7)
(763.2)
(1,107.9)
(301.5)
(543.6)
(845.1)
Share of results from joint ventures and associates
(114.2)
–
(114.2)
(42.9)
–
(42.9)
Group operating profit/(loss)
616.6
(866.7)
(250.1)
641.8
(1,286.5)
(644.7)
1. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.
2. The calculation of underlying earnings per share has been adjusted for separately disclosed items, and for the removal of foreign exchange volatility arising on financial
instruments as it provides a better understanding of the underlying performance of the Group. See Note 12 for further details.
3. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income.
The notes on pages 168 to 221 form an integral part of these consolidated financial statements.
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Consolidated
income statement
for the year ended
31 December 2024
Notes
2024
£m
2023
£m
Loss for the year
(461.0)
(936.5)
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss:
Currency differences on translation of foreign operations
(189.4)
(83.5)
Total items that may be reclassified to profit or loss
(189.4)
(83.5)
Items that will not be reclassified to profit or loss:
Re-measurement of defined benefit pension scheme
30
(8.1)
(3.7)
Tax on re-measurement of defined benefit pension scheme
10
4.8
1.3
Surplus on revaluation of other investment
17
–
1.1
Share of associate other comprehensive expense
17
–
(1.1)
Total items that will not be reclassified to profit or loss
(3.3)
(2.4)
Other comprehensive expense for the year, net of tax
(192.7)
(85.9)
Total comprehensive expense for the year
(653.7)
(1,022.4)
Attributable to:
Equity holders of the parent
(621.4)
(1,020.8)
Non-controlling interests
(32.3)
(1.6)
The notes on pages 168 to 221 form an integral part of these consolidated financial statements.
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Consolidated statement
of comprehensive income
for the year ended
31 December 2024
Notes
2024
£m
2023
£m
Assets
Non-current assets
Goodwill
13
4,138.9
4,716.0
Intangible assets
13
3,519.4
3,960.1
Property, plant and equipment
15
573.8
533.4
Interest in joint venture
16
–
–
Interest in associates and other investments
17
32.6
47.1
Trade and other receivables
18
27.1
31.8
Derivative financial instruments
26
19.1
-
Deferred tax assets
10
476.1
493.2
Retirement benefit asset
30
55.1
61.8
8,842.1
9,843.4
Current assets
Trade and other receivables
18
563.8
503.2
Income and other taxes recoverable
78.9
71.5
Derivative financial instruments
26
67.3
31.9
Cash and cash equivalents
19
588.9
400.6
1,298.9
1,007.2
Total assets
10,141.0
10,850.6
Liabilities
Current liabilities
Trade and other payables
20
(1,120.6)
(878.6)
Balances with customers
27
(196.6)
(196.8)
Lease liabilities
22
(77.2)
(65.7)
Interest-bearing loans and borrowings
23
(25.3)
(319.2)
Corporate tax liabilities
(76.6)
(48.6)
Provisions
24
(34.8)
(20.9)
Derivative financial instruments
26
(8.5)
(117.5)
Deferred and contingent consideration and other financial liabilities
26
(215.1)
(157.0)
(1,754.7)
(1,804.3)
Non-current liabilities
Trade and other payables
20
(286.4)
(433.8)
Interest-bearing loans and borrowings
23
(3,605.9)
(3,038.8)
Lease liabilities
22
(247.3)
(210.2)
Deferred tax liabilities
10
(738.7)
(825.1)
Provisions
24
(2.9)
(4.2)
Derivative financial instruments
26
(11.1)
-
Deferred and contingent consideration and other financial liabilities
26
(1,474.6)
(1,741.5)
(6,366.9)
(6,253.6)
Total liabilities
(8,121.6)
(8,057.9)
Net assets
2,019.4
2,792.7
Equity
Issued share capital
28
5.2
5.2
Share premium
1,796.7
1,796.7
Merger reserve
2,527.4
2,527.4
Translation reserve
(15.0)
150.4
Retained earnings
(2,768.6)
(2,211.7)
Equity shareholders’ funds
1,545.7
2,268.0
Non-controlling interests
35
473.7
524.7
Total shareholders’ equity
2,019.4
2,792.7
The financial statements on pages 163 to 221 were approved by the Board of Directors on 6 March 2025 and signed on its behalf by
S David
R Wood
Interim Chief Executive Officer
Deputy Chief Executive Officer/Chief Financial Officer
(Company number 4685V)
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Consolidated
balance sheet
for the year ended
31 December 2024
Issued
share
capital
£m
Share
premium
£m
Merger
reserve
£m
Translation
reserve1
£m
Retained
earnings
£m
Equity
shareholders’
funds
£m
Non-
controlling
interests
(Note 35)
£m
Total
shareholders’
equity
£m
At 1 January 2023
4.8
1,207.3
2,527.4
240.2
(846.9)
3,132.8
183.8
3,316.6
Loss for the year
–
–
–
–
(928.6)
(928.6)
(7.9)
(936.5)
Other comprehensive income/(expense)
–
–
–
(89.8)
(2.4)
(92.2)
6.3
(85.9)
Total comprehensive income
–
–
–
(89.8)
(931.0)
(1,020.8)
(1.6)
(1,022.4)
Issue of shares (Note 28)
0.4
589.4
–
–
–
589.8
–
589.8
Share-based payments charge
–
–
–
–
23.6
23.6
–
23.6
Business combinations (Note 32)
–
–
–
–
–
–
354.0
354.0
Recognition of put option liability
–
–
–
–
(350.5)
(350.5)
–
(350.5)
Purchase of non-controlling interests
(Note 35)
–
–
–
–
–
–
(4.1)
(4.1)
Equity dividends (Note 11)
–
–
–
–
(106.9)
(106.9)
(7.4)
(114.3)
At 31 December 2023
5.2
1,796.7
2,527.4
150.4
(2,211.7)
2,268.0
524.7
2,792.7
At 1 January 2024
5.2
1,796.7
2,527.4
150.4
(2,211.7)
2,268.0
524.7
2,792.7
Loss for the year
–
–
–
–
(452.7)
(452.7)
(8.3)
(461.0)
Other comprehensive income/(expense)
–
–
–
(165.4)
(3.3)
(168.7)
(24.0)
(192.7)
Total comprehensive income
–
–
–
(165.4)
(456.0)
(621.4)
(32.3)
(653.7)
Share-based payments charge
–
–
–
–
11.9
11.9
–
11.9
Non-controlling interests created
–
–
–
–
–
–
1.4
1.4
Purchase of non-controlling interests
(Note 35)
–
–
–
–
3.5
3.5
(7.6)
(4.1)
Equity dividends (Note 11)
–
–
–
–
(116.3)
(116.3)
(12.5)
(128.8)
At 31 December 2024
5.2
1,796.7
2,527.4
(15.0)
(2,768.6)
1,545.7
473.7
2,019.4
1. The translation reserve is used to record exchange differences arising from the translation of the financial statements of subsidiaries with non-sterling functional currencies.
The notes on pages 168 to 221 form an integral part of these consolidated financial statements.
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Consolidated statement
of changes in equity
for the year ended
31 December 2024
Notes
2024
£m
2023
£m
Cash generated by operations
29
976.2
810.0
Income taxes paid
(142.0)
(137.3)
Net finance expense paid
(254.9)
(224.6)
Net cash generated from operating activities
579.3
448.1
Cash flows from investing activities:
Acquisitions1
–
(1,315.4)
Cash acquired on business combinations
–
87.9
Dividends received from associates
1.4
9.6
Purchase of intangible assets
(203.9)
(191.5)
Purchase of property, plant and equipment
(94.4)
(69.1)
Proceeds from the sale of property, plant and equipment including disposal of shops
0.2
0.7
Purchase of investments in associates and other investments
–
(3.1)
Investment in joint ventures
(19.8)
(40.7)
Net cash used in investing activities
(316.5)
(1,521.6)
Cash flows from financing activities:
Proceeds from issue of ordinary shares
–
589.8
Net proceeds from borrowings
591.7
1,780.3
Repayment of borrowings
(315.9)
(1,419.2)
Repayment of borrowings on acquisition
–
(9.4)
Subscription of funds from non-controlling interests
–
350.5
Disposal of investment
5.2
–
Settlement of derivative financial instruments
(37.5)
(13.2)
Settlement of other financial liabilities
(101.3)
(266.7)
Payment of lease liabilities
(68.0)
(68.5)
Dividends paid to shareholders
(116.3)
(106.9)
Dividends paid to non-controlling interests
(12.5)
(7.4)
Payments to non-controlling interests
(4.1)
–
Net cash used in financing activities
(58.7)
829.3
Net increase/(decrease) in cash and cash equivalents
204.1
(244.2)
Effect of changes in foreign exchange rates
(15.8)
(13.7)
Cash and cash equivalents at beginning of the year
400.6
658.5
Cash and cash equivalents at end of the year
588.9
400.6
1. Included within the prior year cash flows from acquisitions is £5.4m relating to the purchase of minority holdings in STS.
The notes on pages 168 to 221 form an integral part of these consolidated financial statements.
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Consolidated statement
of cash flows
for the year ended
31 December 2024
1 Corporate information
Entain plc (“the Company”) is a company incorporated and domiciled in the Isle of Man on 5 January 2010 whose shares are traded
publicly on the London Stock Exchange. The principal activities of the Company and its subsidiaries (“the Group”) are described in the
strategic report. The consolidated financial statements of the Group for the year ended 31 December 2024 were authorised for issue in
accordance with a resolution of the Directors on 6 March 2025.
The nature of the Group’s operations and its principal activities are set out in Note 5.
2 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with UK-adopted International Financial Reporting
Standards and in accordance with the requirements of the Isle of Man Companies Act 2006 applicable to companies reporting under
IFRSs. The accounting policies set out in this section as detailed have been applied consistently year on year other than for the changes in
accounting policies set out in Note 3.
The consolidated financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place
except where otherwise indicated. The separately disclosed items have been included within the appropriate classifications in the
consolidated income statement. Further details are given in Note 6.
Going concern
In adopting the going concern basis of preparation in the financial statements, the Directors have considered the current trading
performance of the Group, the financial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of "severe but plausible" downside
scenarios such as legislation changes or breaches impacting the Group’s business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash and the forecast covenant headroom even under the sensitised downside scenarios,
the Directors believe that the Group and the Company are well placed to manage the risks and uncertainties that it faces. As such,
the Directors have a reasonable expectation that the Group and the Company will have adequate financial resources to continue
in operational existence, for at least 12 months (being the going concern assessment period) from date of approval of the financial
statements, and have, therefore, considered it appropriate to adopt the going concern basis of preparation in the financial statements.
3 Changes in accounting policies
From 1 January 2024 the Group has applied, for the first time, certain standards, interpretations and amendments. The adoption
of the following standards and amendments to standards did not have a material impact on the current period or any prior period
upon transition:
– IAS 1 Presentation of Financial Statements, Classification of liabilities as current or non-current;
– IAS 1 Presentation of Financial Statements, Amendments regarding the classification of debt with covenants;
– IAS 7 Statement of Cash Flows, Supplier finance arrangements;
– IFRS 7 Financial Instruments: Disclosures, Supplier finance arrangements;
– IFRS 16 Leases, Amendments regarding seller-lessee subsequent measurement in a sale and leaseback transaction.
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168
Notes to the consolidated
financial statements
for the year ended
31 December 2024
4 Summary of significant accounting policies
4.1 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group at 31 December each year. The consolidation
has been performed using the results to 31 December for all subsidiaries, using consistent accounting policies. With the exception of a
small number of immaterial subsidiaries, the financial statements of those subsidiaries are prepared to 31 December. Control is achieved
where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these
returns through its power over the investee.
All intragroup transactions, balances, income and expenses are eliminated on consolidation.
Subsidiaries are consolidated, using the acquisition method of accounting, from the date on which control is transferred to the Group
and cease to be consolidated from the date on which control is transferred from the Group. On acquisition, the assets and liabilities and
contingent liabilities of a subsidiary are measured at fair value at the date of acquisition. Any excess of the cost of acquisition over the
fair values of the separately identifiable net assets acquired is recognised as goodwill. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group.
4.2 Critical accounting estimates and judgements
The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of
available information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from
those reported.
Judgements
Management believes that the areas where judgement has been applied are:
– separately disclosed items (Note 6)
– contingent liabilities (Note 33).
Separately disclosed items
To assist in understanding the underlying performance of the Group, management applies judgement to identify those items that are
deemed to warrant separate disclosure due to either their nature or size. Whilst not limited to, the following items of pre-tax income and
expense are generally disclosed separately:
– amortisation of acquired intangibles resulting from IFRS 3 “Business Combinations” fair value exercises;
– profits or losses on disposal, closure, or impairment of non-current assets or businesses;
– corporate transaction and restructuring costs;
– certain legal, regulatory and tax litigation;
– changes in the fair value of contingent consideration; and
– the related tax effect of these items.
Any other non-recurring items are considered individually for classification as separately disclosed by virtue of their nature or size.
During 2024 the Group separately disclosed a net charge on continuing operations before tax of £875.8m including £286.8m of
amortisation of acquired intangibles resulting from IFRS 3.
The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis,
together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Group.
The separately disclosed items have been included within the appropriate classifications in the consolidated income statement.
Further details are given in Note 6.
Contingent liabilities
In the assessment of contingent liabilities, certain judgements are required to assess whether disclosure or provision is needed. If the
criteria for recognising a provision are not met, but the outflow of resources with economic benefits is not remote, such obligations
are disclosed in the notes to the consolidated financial statements as contingent liabilities (see Note 33). Contingent liabilities are only
recognised as a provision if the obligations are more certain, i.e. the outflow of resources with economic benefits has become probable
and their amount can be reliably estimated.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.2 Critical accounting estimates and judgements (continued)
Estimates
Included within the financial statements are a number of areas where estimation is required.
Management believes that the areas most notable where estimates have been applied are:
– contingent consideration (Note 26)
– impairment (Note 14).
Contingent consideration
In the recognition of fair value of contingent consideration in business combinations and reassessment at each reporting date,
management uses estimates in the inputs and assumptions based on the latest financial forecasts and other relevant information for the
businesses acquired. Specifically, for the TAB NZ acquisition, the key estimates the Group has used are the post-tax discount rate and
projected cashflows for the forecast period. Further details are given in Note 26.
Impairment
On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms
part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is
included in the carrying amount of the assets when determining the gain or loss on disposal.
An impairment review is performed for goodwill and other indefinite life assets on at least an annual basis. For all other non-current
assets an impairment review is performed where there are indicators of impairment. This requires an estimation of the recoverable
amount which is the higher of an asset’s fair value less costs to sell and its value in use. Estimating a value in use amount requires
management to make an estimate of the expected future cash flows from each cash-generating unit and to discount cash flows by
a suitable discount rate in order to calculate the present value of those cash flows. Estimating an asset’s fair value less costs to sell is
determined using future cashflow and profit projections as well as industry observed multiples and publicly observed share prices for
similar betting and gaming companies. See Note 14 for details on sensitivity analysis performed around these estimates.
Impairment losses are recognised in the consolidated income statement and during the current year, the Group has recognised an
impairment charge of £476.4m primarily against the Group’s New Zealand, BetCity, STS and Belgium businesses. See Note 14 for
further details.
4.3 Other accounting policies
Business combinations
For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions
about the future business performance of the business acquired and an appropriate discount rate to determine the fair value of any
contingent consideration.
The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination. The area of most notable
estimation within the fair value exercise relates to separately identifiable intangible assets including brands, customer lists and licences.
These estimates also require inputs and assumptions to be applied within the relief from royalty calculation of fair values with the more
significant assumptions relating to future earnings, customer attrition rates and discount rates. The Group engages external experts to
support the valuation process, where appropriate. IFRS 3 "Business Combinations" allows the Group to recognise provisional fair values if
the initial accounting for the business combination is incomplete.
The fair value of contingent consideration recognised in business combinations is reassessed at each reporting date, using updated
inputs and assumptions based on the latest financial forecasts and other relevant information for the businesses acquired. Fair value
movements and the unwinding of the discounting is recognised within the income statement as a separately disclosed item. See Note 6
and Note 32 for further details.
Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest
in the net fair value of the separately identifiable assets, liabilities and contingent liabilities at the date of acquisition in accordance with
IFRS 3 Business Combinations. Goodwill is not amortised but reviewed for impairment at the first reporting period after acquisition and
then annually thereafter. As such it is stated at cost less any provision for impairment of value. Any impairment is recognised immediately
in the consolidated income statement and is not subsequently reversed.
On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms
part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is
included in the carrying amount of the assets when determining the gain or loss on disposal. On the current year acquisitions, any non-
controlling interests where put options are in place are recognised using the present access method where the Group assesses that the
non-controlling shareholder has present access to the returns associated with their equity interests.
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Notes to the consolidated
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for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.3 Other accounting policies (continued)
‘Put’ options over the equity of subsidiary companies
The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as
financial liabilities. The amounts that may become payable under the option on exercise are initially recognised at the present value
of the expected gross obligation with the corresponding entry being recognised in retained earnings. Such options are subsequently
measured at amortised cost, using the effective interest method, in order to accrete the liability up to the amount payable under the option
at the date at which it first becomes exercisable. The present value of the expected gross obligation is reassessed at the end of each
reporting period and any changes are recorded in the income statement. In the event that an option expires unexercised, the liability is
derecognised with a corresponding adjustment to retained earnings.
Intangible assets
Intangible assets acquired separately are capitalised at cost and those acquired as part of a business combination are capitalised
separately from goodwill. The costs relating to internally generated intangible assets, principally software costs, are capitalised if the
criteria for recognition as assets are met. Other expenditure is charged in the year in which the expenditure is incurred. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of these intangible assets are assessed to be either finite or indefinite. Indefinite lived assets are not amortised and
are subject to an annual impairment review from the year of acquisition. Where amortisation is charged on assets with finite lives, this
expense is taken to the consolidated income statement through the "operating expenses, depreciation and amortisation" line item.
The useful lives applied to the Group’s intangible assets are as follows:
Exclusive New Zealand licence
25–year duration of licence
Other licences
Lower of 15 years, or duration of licence
Software – purchased & internally capitalised costs
2–15 years
Trademarks & brand names
10–25 years, or indefinite life
Customer relationships
3–15 years
The useful lives of all intangible assets are reviewed at each financial period end. Impairment testing is performed annually for intangible
assets which are not subject to systematic amortisation and where an indicator of impairment exists for all other intangible assets.
An intangible asset is derecognised on disposal, with any gain or loss arising (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) included in the consolidated income statement in the year of disposal.
Pensions and other post-employment benefits
The Group’s defined benefit pension plan holds assets separately from the Group. The pension cost relating to the plan is assessed in
accordance with the advice of independent qualified actuaries using the projected unit credit method.
Actuarial gains or losses are recognised in the consolidated statement of comprehensive income in the period in which they arise.
Any past service cost is recognised immediately. The retirement benefit asset recognised in the balance sheet represents the fair value of
scheme assets less the value of the defined benefit obligations.
There is a degree of estimation involved in predicting the ultimate benefits payable under defined benefit pension arrangements.
The pension scheme liabilities are determined using actuarial valuations. The actuarial valuation involves making assumptions about
discount rates, mortality rates and future pension increases. Due to the long-term nature of this plan, such estimates are subject to
uncertainty. See Note 30 for details on sensitivity analysis performed around these estimates.
In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries.
Where actual experience differs to these estimates, actuarial gains and losses are recognised directly in other comprehensive income.
Refer to Note 30 for details of the values of assets and obligations and key assumptions used. The Gala Coral Pension Plan has a net
asset position when measured on an IAS 19 basis. Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14,
regarding the amounts of net pension asset that is recognised in the consolidated balance sheet. Further details are given in Note 30.
Although the Group anticipates that plan surplus will be utilised during the life of the plan to address member benefits, the Group
recognises its pension surplus in full on the basis that there are no substantive restrictions on the return of residual plan assets in the
event of a winding up of the plan after all member obligations have been met.
The Group’s contributions to defined contribution scheme are charged to the consolidated income statement in the period to which the
contributions relate.
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Notes to the consolidated
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for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.3 Other accounting policies (continued)
Investments in joint ventures
A joint venture is an entity in which the Group holds an interest on a long-term basis, and which is jointly controlled by the Group and one
or more other venturers under a contractual agreement.
Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that collectively control
the arrangement.
The Group’s share of results of joint ventures is included in the Group consolidated income statement using the equity method of
accounting. Investments in joint ventures are carried in the Group consolidated balance sheet at cost plus post-acquisition changes in
the Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in joint ventures includes
acquired goodwill.
If the Group’s share of losses in the joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further
losses, unless it has obligations to continue to provide financial support to the joint venture.
Investments in associates
Associates are those businesses in which the Group has a long-term interest and is able to exercise significant influence over the financial
and operational policies but does not have control or joint control over those policies.
The Group’s share of results of associates is included in the Group’s consolidated income statement using the equity method of
accounting. Investments in associates are carried in the Group’s consolidated balance sheet at cost plus post-acquisition changes in the
Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in associates includes acquired
goodwill. If the Group’s share of losses in the associate equals or exceed its investments in the associate, the Group does not recognise
further losses, unless it has obligations to continue to provide financial support to the associate.
Property, plant and equipment
Land is stated at cost less any impairment in value.
Buildings, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
Depreciation is applied using the straight-line method to specific classes of asset to reduce them to their residual value over their
estimated useful economic lives.
Land and buildings
Lower of 50 years, or estimated useful life of the building, or lease. Indefinite lives are
attached to any freehold land held and therefore it is not depreciated.
Plant and equipment
3–5 years
Fixtures and fittings
3–10 years
ROU assets arising under lease contracts are depreciated over the lease term (as defined in IFRS 16) being the period to the expiry date
of the lease, unless it is expected that a break clause will be exercised when the lease term is the period to the date of the break.
The carrying values of property, plant and equipment are reviewed for impairment where an indicator of impairment exists, being
events or changes in circumstances indicating that the carrying values may not be recoverable. If any such indication exists and
where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their
recoverable amount.
The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An item of property, plant and equipment is derecognised upon disposal, with any gain or loss arising (calculated as the difference
between the net disposal proceeds and the carrying amount of the item) included in the consolidated income statement in the year
of disposal.
Leases
The Group has applied IFRS 16 only to those contracts that were previously identified as a lease under IAS 17 Leases; any contracts not
previously identified as leases have not been reassessed for the purposes of adopting IFRS 16. Accordingly, the definition of a lease under
IFRS 16 has only been applied to contracts entered into on or after 1 January 2019.
Leases, other than those with a lease period of less than one year at inception, or where the original cost of the asset acquired would be
a negligible amount (see Note 22), are capitalised at inception at the present value of the minimum lease payments. Lease payments are
apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly against income.
ROU assets are included within property, plant and equipment at cost and depreciated over their estimated useful lives, which normally
equates to the lives of the leases, after considering anticipated residual values.
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financial statements
for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.3 Other accounting policies (continued)
ROU assets which are sub-leased to customers are classified as finance leases if the lease agreements transfer substantially all the risks
and rewards of usage to the lessee. All other sub-leases are classified as operating leases. When assets are subject to finance leases,
the present value of the sub-lease is recognised as a receivable, net of allowances for expected credit losses and the related ROU asset
is derecognised. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance
lease income.
Finance lease interest income is recognised over the term of the lease using the net investment method (before tax) so as to give a
constant rate of return on the net investment in sub-leases. Operating lease rental income is recognised on a straight-line basis over the
life of the lease.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, short-term deposits (including customer balances).
Financial assets
Financial assets are recognised when the Group becomes party to the contracts that give rise to them. The Group classifies financial
assets at inception as financial assets at amortised cost, financial assets at fair value through profit or loss or financial assets at fair value
through other comprehensive income.
Financial assets at amortised cost are recognised when the related business model’s objective is to collect contractual cash flows
which are solely principal and interest. On initial recognition, financial assets at amortised cost are measured at fair value net of
transaction costs.
Trade receivables are generally accounted for at amortised cost. Expected credit losses are recognised for financial assets recorded at
amortised cost, including trade receivables. Expected credit losses are calculated by using an appropriate probability of default, taking
accounts of a range of possible future scenarios and applying this to the estimated exposure of the Group at the point of default.
Financial assets at fair value through profit or loss include derivative financial instruments. Financial assets through profit or loss are
measured initially at fair value with transaction costs taken directly to the consolidated income statement. Subsequently, the fair values
are remeasured, and gains and losses are recognised in the consolidated income statement.
Financial assets at fair value through other comprehensive income comprise equity investments that are designated as such on
acquisition. These investments are measured initially at fair value. Subsequently, the fair values are remeasured, and gains and losses are
recognised in the consolidated statement of comprehensive income.
Financial liabilities
Financial liabilities comprise trade and other payables, interest-bearing loans and borrowings, contingent consideration, ante-post bets,
guarantees and derivative financial instruments. On initial recognition, financial liabilities are measured at fair value net of transaction
costs where they are not categorised as financial liabilities at fair value. Financial liabilities measured at fair value include contingent
consideration, derivative financial instruments, ante-post bets.
Financial liabilities at fair value are measured initially at fair value, with transaction costs taken directly to the consolidated income
statement. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the consolidated
income statement.
Trade and other payables are held at amortised cost and include amounts due to clients representing customer deposits and winnings,
which are matched by an equal and opposite amount within cash and cash equivalents.
All interest-bearing loans and borrowings are initially recognised at fair value net of issue costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest
rate method.
All financial liabilities are recorded as cash flows from financing activities.
Derecognition of financial assets and liabilities
Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Group has transferred
its contractual right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full
without material delay to a third party, and either:
– substantially all the risks and rewards of ownership have been transferred; or
– substantially all the risks and rewards have neither been retained nor transferred but control is not retained.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.3 Other accounting policies (continued)
Derivative financial instruments
The Group uses derivative financial instruments such as cross currency swaps, foreign exchange swaps and interest rate swaps, to
hedge its risks associated with interest rate and foreign currency fluctuations. Derivative financial instruments are recognised initially and
subsequently at fair value. The gains or losses on re-measurement are taken to the consolidated income statement.
Derivative financial instruments are classified as assets where their fair value is positive, or as liabilities where their fair value is negative.
Derivative assets and liabilities arising from different transactions are only offset if the transactions are with the same counterparty, a
legal right of offset exists, and the parties intend to settle the cash flows on a net basis.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and
are discounted to present value where the effect is material using a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance expense.
Foreign currency translation
The presentational currency of Entain plc and the functional currencies of its UK subsidiaries is Pounds Sterling (£).
Other than Sterling the main functional currencies of subsidiaries are the Euro (€), the US Dollar ($), the Australian Dollar (AU$) and the
New Zealand Dollar (NZD). At the reporting date, the assets and liabilities of non-sterling subsidiaries are translated into Pounds Sterling
(£) at the rate of exchange ruling at the balance sheet date and their cash flows are translated at the weighted average exchange rates
for the year. The post-tax exchange differences arising on the retranslation are taken directly to other comprehensive income.
Transactions in foreign currencies are initially recorded in the subsidiary’s functional currency and translated at the foreign currency rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the foreign
currency rate of exchange ruling at the balance sheet date.
All foreign currency translation differences are taken to the consolidated income statement. Non-monetary items that are measured at
historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.
On disposal of a foreign entity, the deferred cumulative retranslation differences previously recognised in equity relating to that particular
foreign entity are recognised in the consolidated income statement as part of the profit or loss on disposal.
The following exchange rates were used in 2024 and 2023:
Currency
2024
2023
Average
Year end
Average
Year end
Euro (€)
1.179
1.206
1.149
1.151
US Dollar ($)
1.281
1.259
1.242
1.274
Australian Dollar (AU$)
1.931
2.014
1.873
1.866
NZ Dollars (NZD)
2.103
2.221
2.024
2.010
Income tax
Deferred tax is provided on all temporary differences at the balance sheet date, between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes except:
– on the initial recognition of goodwill;
– where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor the tax profit;
– associated with investments in subsidiaries, joint ventures and associates, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
– where deferred tax assets or liabilities arise related to the global minimum level of taxation for multinational groups (“Pillar Two”), in
accordance with the mandatory temporary recognition exception.
Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax assets and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry
forward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the balance sheet date. Deferred tax balances are not discounted.
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for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.3 Other accounting policies (continued)
Income tax expenses are recognised within profit or loss except to the extent that they relate to items recognised in other comprehensive
income or directly in equity, in which case they are recognised in other comprehensive income or directly in equity.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
– where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the
sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
– receivables and payables are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
consolidated balance sheet.
Accounting for uncertain tax positions
The Group is subject to various forms of tax in a number of jurisdictions. Given the nature of the industry within which the Group operates,
the tax and regulatory regimes are continuously changing and, as such, the Group is exposed to a small number of uncertain tax positions.
Judgement is applied to adequately provide for uncertain tax positions where it is believed that it is more likely than not that an economic
outflow will arise. In particular, judgement has been applied in the Group’s accounting for Greek tax and further disclosure is given in
Note 33.
Equity instruments and dividends
Equity instruments issued by the Company are recorded at the fair value of proceeds received net of direct issue costs.
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they
have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.
Revenue
The Group reports the gains and losses on all betting and gaming activities as revenue, which is measured at the fair value of the
consideration received or receivable from customers less free bets, promotions, bonuses and other fair value adjustments. Revenue is net
of VAT/GST. The Group considers betting and gaming revenue to be out of the scope of IFRS 15 Revenue, and accounts for those revenues
within the scope of IFRS 9 Financial Instruments.
For LBOs, on course betting, Core Telephone Betting, mobile betting and Digital businesses (including sportsbook, betting exchange,
casino, games, other number bets), revenue represents gains and losses, being the amounts staked and fees received, less total payouts
recognised on the settlement of the sporting event or casino gaming machine roulette or slots spin. Open betting positions (“ante-post”)
are carried at fair value and gains and losses arising on these positions are recognised in revenue. See Note 26 for details of ante-post
positions at the year end.
The following forms of revenue, which are not significant in the context of Group revenue, are accounted for within the scope of IFRS 15
Revenue. Revenue from the online poker business reflects the net income (rake) earned from poker hands completed by the year end.
In the case of the greyhound stadia, revenue represents income arising from the operation of the greyhound stadia in the year, including
broadcasting rights, admission fees and sales of refreshments, net of VAT. Given the nature of these revenue streams they are not
considered to be subject to judgement over the performance obligations, amount received or timing of recognition.
Finance expense and income
Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the
consolidated income statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an
integral part of the effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences
between the amount initially recognised and the redemption price. All finance expenses are recognised over the availability period.
Share-based payment transactions
Certain employees (including Directors) of the Group receive remuneration in the form of equity settled share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (equity settled transactions).
The cost of equity settled transactions is measured by reference to the fair value at the date on which they are granted, further details
of which are given in Note 31. In valuing equity settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Entain plc (market conditions).
The cost of equity settled transactions is recognised in the consolidated income statement, with a corresponding credit in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (vesting date). The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the Directors of the Group at
that date, based on the best available estimate of the number of equity instruments, will ultimately vest.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition,
which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance
conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share as shown in
Note 12.
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Notes to the consolidated
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for the year ended
31 December 2024
4 Summary of significant accounting policies (continued)
4.4 Future accounting developments
The International Accounting Standards Board (IASB) has issued the following new or revised standards with an effective date for
financial periods beginning on or after the dates disclosed below. These standards have not yet been adopted by the Group. The IASB
has also issued a number of minor amendments to standards as part of their Annual Improvements to IFRS.
The Group is currently assessing the impact of the revised presentation and disclosure requirements for financial statements from IFRS
18. It is not anticipated that any of the other above unadopted new standards will have a material impact on the Group’s results or
financial position.
IAS 21
The Effects of Changes in
Foreign Exchange Rates
Lack of Exchangeability
1 January 2025
FRS 7
Financial Instruments:
Disclosures and IFRS 9
Financial Instruments
Amendments to the classification and measurement of financial
instruments
1 January 2026
IFRS 18
Presentation and Disclosure
in Financial Statements
New accounting standard
1 January 2027
IFRS 19
Subsidiaries without Public
Accountability
New accounting standard
1 January 2027
IFRS 10
Consolidated Financial
Statements
Amendments regarding the sale or contribution of assets between
an investor and its associate or joint venture
Date deferred
IAS 28
Investments in Associates
and Joint Ventures
IFRS S1 and
IFRS S2
General Requirements for Disclosure of Sustainability related
Financial Information and Climate-related Disclosures
Awaiting UK
endorsement
5 Segment information
The Group’s operating segments are based on the reports reviewed by the Executive management team (which is collectively considered
to be the Chief Operating Decision Maker ("CODM") to make strategic decisions and allocate resources.
IFRS 8 requires segment information to be presented on the same basis as that used by the CODM for assessing performance and
allocating resources, and the Group’s operating segments.
Following an internal review the focus of the business and the reports reviewed by the CODM have been amended. The disclosure of
segment information has been amended to match the revised reporting structure. Comparative information has been amended to reflect
this change.
The group results are now aggregated into the five reportable segments.
– UK&I: comprises betting, gaming and retail activities from online and mobile operations, and activities in the shop estates within
Great Britain, Northern Ireland, Jersey, and Republic of Ireland.
– International: comprises betting, gaming and retail activities in the shop estates in the rest of the world apart from UK&I and CEE.
– CEE: comprises betting, gaming and retail activities in Croatia and Poland for brands SuperSport and STS.
– Corporate: includes costs associated with Group functions including Group executive, legal, Group finance, US joint venture, tax
and treasury.
– New Opportunities: Reflects the now closed B2C offering under the unikrn brand.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
5 Segment information (continued)
The Executive management team of the Group have chosen to assess the performance of operating segments based on a measure of
net revenue, EBITDA and operating profit with finance costs and taxation considered for the Group as a whole. Transfer prices between
operating segments are on an arm’s-length basis in a manner similar to transactions with third parties.
The segment results for the year ended 31 December were as follows:
2024
UK&I
£m
International
£m
CEE
£m
Corporate
£m
Elimination
of internal
revenue
£m
Total
Group
£m
NGR1
2,053.4
2,640.4
488.0
–
(19.9)
5,161.9
VAT/GST
(4.3)
(68.4)
–
–
–
(72.7)
Revenue
2,049.1
2,572.0
488.0
–
(19.9)
5,089.2
Gross profit
1,395.8
1,443.4
278.9
–
–
3,118.1
Contribution2
1,169.4
1,062.0
249.1
–
–
2,480.5
Operating costs excluding
marketing costs
(732.1)
(468.0)
(78.2)
(113.4)
–
(1,391.7)
Underlying EBITDA before
separately disclosed items
437.3
594.0
170.9
(113.4)
–
1,088.8
Share-based payments
(5.9)
(3.9)
–
(3.5)
–
(13.3)
Depreciation and amortisation
(145.8)
(180.0)
(18.0)
(0.9)
–
(344.7)
Share of joint ventures
and associates
–
(3.1)
–
(111.1)
–
(114.2)
Operating profit/(loss) before
separately disclosed items
285.6
407.0
152.9
(228.9)
–
616.6
Separately disclosed items (Note 6)
(3.8)
(524.0)
(243.9)
(95.0)
–
(866.7)
Group operating profit/(loss)
281.8
(117.0)
(91.0)
(323.9)
–
(250.1)
Net finance expense
(107.3)
Loss before tax
(357.4)
Income tax
(103.6)
Loss for the year from
continuing operations
(461.0)
Loss for the year from discontinued
operations after tax (Note 21)
–
Loss for the year after
discontinued operations
(461.0)
1. Included within NGR are amounts of £53.7m (2023: £68.1m) in relation to online poker services and £21.9m (2023: £26.7m) arising from the operation of greyhound stadia
recognised under IFRS 15 Revenue.
2. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
5 Segment information (continued)
2023
UK&I
£m
International
£m
CEE
£m
Corporate
£m
New
Opportunities
£m
Elimination
of internal
revenue
£m
Total
Group
£m
NGR1
2,047.7
2,491.1
301.1
–
–
(6.8)
4,833.1
VAT/GST
(4.0)
(59.5)
–
–
–
–
(63.5)
Revenue
2,043.7
2,431.6
301.1
–
–
(6.8)
4,769.6
Gross profit
1,385.7
1,340.7
180.6
–
–
–
2,907.0
Contribution2
1,176.4
942.9
167.2
–
(7.1)
–
2,279.4
Operating costs excluding
marketing costs
(706.1)
(395.9)
(45.6)
(112.8)
(11.1)
–
(1,271.5)
Underlying EBITDA before
separately disclosed items
470.3
547.0
121.6
(112.8)
(18.2)
–
1,007.9
Share-based payments
(7.8)
(6.0)
–
(7.9)
–
–
(21.7)
Depreciation and amortisation
(138.0)
(152.2)
(7.8)
(0.8)
(2.7)
–
(301.5)
Share of joint ventures
and associates
–
(1.5)
–
(41.4)
–
–
(42.9)
Operating profit/(loss) before
separately disclosed items
324.5
387.3
113.8
(162.9)
(20.9)
–
641.8
Separately disclosed items
(Note 6)
(14.3)
(435.5)
(111.2)
(689.2)
(36.3)
–
(1,286.5)
Group operating profit/(loss)
310.2
(48.2)
2.6
(852.1)
(57.2)
–
(644.7)
Net finance income
(197.9)
Loss before tax
(842.6)
Income tax
(36.1)
Loss for the year from
continuing operations
(878.7)
Loss for the year from
discontinued
operations after tax (Note 21)
(57.8)
Loss for the year after
discontinued operations
(936.5)
Assets and liabilities information is reported internally in total and not by reportable segment and, accordingly, no information is provided
in this note on assets and liabilities split by reportable segment.
Geographical information
Revenue by destination and non-current assets on a geographical basis for the Group, are as follows:
2024
2023
Revenue
£m
Non-current
assets3
£m
Revenue
£m
Non-current
assets3
£m
United Kingdom and Ireland
2,048.5
2,855.6
2,035.3
3,111.9
Australia and New Zealand
573.9
1,160.7
515.1
1,475.4
Italy
518.1
505.8
517.4
512.2
Rest of Europe1
1,382.0
3,506.7
1,361.9
3,895.1
Rest of the world2
566.7
263.0
339.9
293.8
Total
5,089.2
8,291.8
4,769.6
9,288.4
1. Rest of Europe is predominantly driven by markets in Croatia, Poland, Belgium, Netherlands and Georgia.
2. Rest of the world is predominantly driven by the markets in Brazil and Canada.
3. Non-current assets excluding derivative financial instruments, deferred tax assets and retirement benefit assets.
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178
Notes to the consolidated
financial statements
for the year ended
31 December 2024
6 Separately disclosed items
£m
2024
Tax impact
£m
£m
2023
Tax impact
£m
Impairment loss1
476.4
–
289.0
–
Amortisation of acquired intangibles2
286.8
(23.6)
254.6
(41.6)
Restructuring costs3
49.6
(10.8)
49.7
(9.6)
Movement in fair value of contingent consideration and put option4
43.3
(24.1)
71.8
(15.5)
Financing5
9.1
–
1.0
–
Legal and onerous contract provisions6
6.7
(2.5)
17.6
(3.0)
Legal settlement7
3.9
–
585.0
–
Tax/one-off legislative impacts8
–
25.7
–
–
Corporate transaction costs9
–
–
17.8
–
Loss on disposal of property, plant and equipment10
–
–
1.0
–
Separately disclosed items for the year from continuing operations
875.8
(35.3)
1,287.5
(69.7)
Separately disclosed items for the year from discontinued operations (Note 21)
–
–
57.8
–
Total
875.8
(35.3)
1,345.3
(69.7)
Separately disclosed items for the year after tax
840.5
1,275.6
1. Relates to non-cash impairments with the current year charge recorded against the Group’s Tab New Zealand business of £142.5m, the BetCity business of £113.1m, STS of
£75.9m, Belgium of £76.3m and an impairment of the Group’s ROI retail portfolio of £8.7m. Further details are provided in Note 14. There has also been a write down of £18.5m
of certain New Zealand assets following the platform migration and a number of smaller impairments against other assets that the Group no longer intends to use including shop
closures.
2. Amortisation charges in relation to acquired intangible assets arising from acquisitions. The majority of the charge is from recent acquisitions, including Enlabs, Bet.pt, Avid,
SuperSport, BetCity, STS, and Tab NZ.
3. Costs associated with the Group’s restructuring programs, including Project Romer.
4. Reflects the movement in the fair value of contingent consideration and put option arrangements on recent acquisitions as well as the associated discount unwind. Further
details of contingent consideration liabilities are provided in Note 26.
5. Non-cash loss on Group debt modification. Prior year balance relates to fees incurred in financing activities. The category has reduced in value since the half year as a result of
the issue costs relating to the 2024 refinance now being capitalised.
6. Costs relating primarily to our commitments to the DPA and associated shareholder litigation as described in Note 33, as well as other legal costs associated with disposed
businesses.
7. During the prior year, Entain plc entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service (“CPS”) in relation to historical conduct of the Group,
thereby resolving the HM Revenue & Customs (“HMRC”) investigation into the Group. As a result of the agreement reached, the Group recognised a £585.0m discounted liability
relating to amounts it has agreed to pay in relation to the disgorgement of profits, charitable donations and contributions to CPS costs. The current year charge reflects discount
unwind on the original discounted liability. The liability is being paid over four years.
8. During December 2024 tax legislation was enacted in Gibraltar to amend a previous enhanced tax deduction for qualifying business marketing and promotion costs, which had
applied for the two years ended 31 December 2021 and 31 December 2022. The amendment has retrospective effect to cut short by a year the period to which the incentive
applied.
9. Transaction costs associated with the prior year M&A activity, including the acquisition of 365Scores, NZ Tab, STS and Angstrom.
10. Relates to the loss on disposal of certain assets within the Group’s retail estates.
The items above reflect incomes and expenditures which are either exceptional in nature or size or are associated with the amortisation of
acquired intangibles. The Directors believe that each of these items warrants separate disclosure as they do not form part of the day-to-
day underlying trade of the Group.
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179
Notes to the consolidated
financial statements
for the year ended
31 December 2024
7 Administrative costs
Profit before tax, net finance expense and separately disclosed items has been arrived at after charging:
2024
£m
2023
£m
Betting and gaming taxes and duties
1,194.3
1,104.3
Revenue share arrangements (including content providers)
554.7
537.8
Software royalties
182.7
200.1
Other cost of sales
39.4
20.4
Cost of sales
1,971.1
1,862.6
Salaries and payroll-related expenses (Note 9)
843.1
725.0
Property expenses
131.5
92.7
Content and levy expenses
150.3
163.6
Marketing expenses
637.6
627.6
Depreciation and amortisation – owned assets
281.5
239.9
Depreciation and amortisation – leased assets
63.2
61.6
Other operating expenses
280.1
311.9
Administrative costs
2,387.3
2,222.3
Separately disclosed items before tax and finance expense (Note 6)
866.7
1,286.5
Total
5,225.1
5,371.4
Fees payable to KPMG were as follows:
2024
£m
2023
£m
Audit and audit-related services:
Audit of the parent Company and Group financial statements
0.9
0.6
Audit of the Company’s subsidiaries
3.0
3.0
Audit-related assurance services
0.7
0.7
Total fees
4.6
4.3
8 Finance expense and income
2024
£m
2023
£m
Interest on term loans, bonds and bank facilities
(264.6)
(229.2)
Interest on lease liabilities1
(15.7)
(12.6)
Financing costs (Note 6)
(9.1)
(1.0)
Total finance expense
(289.4)
(242.8)
Interest receivable
16.1
12.4
Gains/(losses) arising on financial derivatives
145.0
(90.6)
Gains arising on foreign exchange on debt instruments
21.0
123.1
Net finance expense
(107.3)
(197.9)
1. Interest on lease liabilities of £15.7m (2023: £12.6m) is net of £0.2m of sub-let interest receivable (2023: £0.2m).
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180
Notes to the consolidated
financial statements
for the year ended
31 December 2024
9 Employee staff costs
The average monthly number of employees (including Executive Directors):
2024
Number
20231
Number
UK&I
18,708
19,056
International
6,913
8,114
CEE
2,195
1,815
Corporate
1,208
1,350
29,024
30,335
1. Prior year comparatives have been restated to reflect the change to the business structure as described in Note 5.
The number of people employed by the Group at 31 December 2024 was 28,957 (2023: 31,180).
2024
£m
2023
£m
Wages and salaries
727.9
623.9
Redundancy costs1
31.3
28.8
Social security costs
77.4
58.0
Other pension costs
18.9
21.4
Share-based payments (Note 31)
13.3
21.7
868.8
753.8
1. Included within redundancy costs are £25.7m (2023: £28.8m) which are included within separately disclosed items.
In addition to salary, employees may qualify for various benefit schemes operated by the Group. Eligibility for benefits is normally
determined according to an employee’s length of service and level of responsibility.
Benefits may include insured benefits that can cover private healthcare for the employee and their immediate family, long-term disability,
personal accident and death in service cover. Company cars, including fuel benefits, are provided predominantly to meet job requirements
but also to certain executives.
10 Income tax
Analysis of expense for the year:
2024
£m
2023
£m
Current income tax:
– current tax charge
159.9
114.3
– pillar 2 top-up tax charge
2.2
–
– adjustments in respect of previous years
4.9
(19.6)
Deferred tax:
– relating to origination and reversal of temporary differences
(57.7)
(58.8)
– adjustments in respect of previous years
(5.7)
0.2
Income tax expense reported in the income statement
103.6
36.1
Income tax expense is attributable to:
Profit from continuing operations
103.6
36.1
Loss from discontinued operations
–
–
103.6
36.1
Deferred tax credited directly to other comprehensive income
(4.8)
(1.3)
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Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
181
Notes to the consolidated
financial statements
for the year ended
31 December 2024
10 Income tax (continued)
A reconciliation of income tax expense applicable to loss (2023: loss) before tax at the UK statutory income tax rate to the income tax
expense for the years ended 31 December 2024 and 31 December 2023 is as follows:
2024
2023
Underlying
£m
Separately
disclosed
(Note 6)
£m
Total
£m
Underlying
£m
Separately
disclosed
(Note 6)
£m
Total
£m
Profit/(loss) from continuing operations before income
tax
518.4
(875.8)
(357.4)
444.9
(1,287.5)
(842.6)
Loss from discontinued operations before tax
–
–
–
–
(57.8)
(57.8)
Profit/(loss) before tax
518.4
(875.8)
(357.4)
444.9
(1,345.3)
(900.4)
Corporation tax expense thereon at 25.00% (2023:
23.52%)
129.6
(219.0)
(89.4)
104.6
(316.4)
(211.8)
Adjusted for the effects of:
– (Lower)/higher effective tax rates on overseas
earnings
(0.1)
24.1
24.0
(7.4)
19.9
12.5
– Pillar 2 top-up tax charge
2.2
–
2.2
– Non-deductible expenses
8.1
18.5
26.6
12.7
8.5
21.2
– Non-deductible legal settlement
–
1.0
1.0
–
137.6
137.6
– Fair value adjustment to contingent consideration
–
(16.9)
(16.9)
–
10.5
10.5
– Goodwill impairment
–
103.7
103.7
–
68.6
68.6
- Revaluation of deferred tax balances following
increase in UK and Gibraltar tax rates
(23.0)
26.2
3.2
–
–
–
– Impact of claw-back of enhanced deduction for
marketing expenditure incurred in Gibraltar
–
25.6
25.6
–
–
–
– Increase in unrecognised tax losses relating to US
joint venture
23.0
–
23.0
8.9
–
8.9
– Increase in other unrecognised tax losses
1.5
0.6
2.1
4.2
0.9
5.1
– (Decrease)/increase in unrecognised deferred interest
(0.7)
–
(0.7)
5.8
–
5.8
– Difference in current and deferred tax rates
–
–
–
(3.0)
0.1
(2.9)
Adjustments in respect of prior years:
– Deferred tax
(6.6)
0.9
(5.7)
(0.4)
0.6
0.2
– Current tax
4.9
–
4.9
(19.6)
–
(19.6)
Income tax expense/(credit)
138.9
(35.3)
103.6
105.8
(69.7)
36.1
Deferred tax
Deferred tax at 31 December relates to the following:
Deferred tax
liabilities
Deferred tax
assets
2024
£m
2023
£m
2024
£m
2023
£m
Property, plant and equipment
–
–
(24.1)
(31.0)
Intangible assets
664.4
731.8
(30.7)
(22.3)
Retirement benefit assets
13.8
21.6
–
–
Losses
–
–
(86.2)
(59.7)
Contingent and deferred revenue share payments1
–
–
(281.4)
(321.5)
Other temporary difference2
60.5
71.7
(53.7)
(58.7)
Deferred tax liabilities/(assets)3
738.7
825.1
(476.1)
(493.2)
1. This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by Tab NZ (see Note 32).
2. The deferred tax liability includes a provision for tax on unremitted earnings from overseas subsidiaries of £60.5m (2023: £71.4m) and other temporary differences of £nil (2023:
£0.3m). The deferred tax asset comprises deferred interest relief of £44.3m (2023: £52.2m) and other temporary differences of £9.3m (2023: 6.5m).
3. Deferred tax assets and liabilities have been offset only where there is a legally enforceable right to do so, and the assets and liabilities relate to the same taxable entity or tax
grouping.
1
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Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
182
Notes to the consolidated
financial statements
for the year ended
31 December 2024
10 Income tax (continued)
Movements in deferred tax during the year ended 31 December 2024 were recognised as follows:
Net deferred tax liabilities/(assets):
Property,
plant and
equipment
£m
Intangible
assets
£m
Retirement
benefit
assets
£m
Losses
£m
Contingent
and deferred
revenue share
payments1
£m
Other
temporary
differences
£m
Total
£m
At 31 December 2022
(45.1)
385.5
22.3
(56.9)
–
32.3
338.1
Income statement
13.9
(46.7)
0.6
(3.3)
(5.1)
(18.0)
(58.6)
Other comprehensive income
–
–
(1.3)
–
–
–
(1.3)
Arising on business combinations (Note 32)
–
368.9
–
–
(309.8)
–
59.1
Exchange adjustment
0.2
1.8
–
0.5
(6.6)
(1.3)
(5.4)
At 31 December 2023
(31.0)
709.5
21.6
(59.7)
(321.5)
13.0
331.9
Income statement
5.7
(43.1)
(3.0)
(28.7)
10.7
(5.0)
(63.4)
Other comprehensive income
–
–
(4.8)
–
–
–
(4.8)
Exchange adjustment
1.2
(32.7)
–
2.2
29.4
(1.2)
(1.1)
At 31 December 2024
(24.1)
633.7
13.8
(86.2)
(281.4)
6.8
262.6
1. This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by Tab NZ (see Note 32).
Amounts presented on the consolidated balance sheet:
2024
£m
2023
£m
Deferred tax liabilities
738.7
825.1
Deferred tax assets
(476.1)
(493.2)
Net deferred tax liability
262.6
331.9
The average standard rate of UK corporation tax during the year was 25.00% (2023: 23.52%).
The deferred tax assets and liabilities are measured at the tax rates of the respective territories which are expected to apply in the year
in which the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance sheet date. Deferred tax assets have been recognised based on the ability of future offset against deferred tax liabilities or
against future taxable profits, to the extent they relate to the same taxable entity.
The assessment of future taxable profits is based on forecasts and assumptions consistent with those used for impairment testing as
set out in Note 14. Deferred tax assets include tax losses and future deductions for contingent and deferred revenue share payments in
respect of the Tab New Zealand business. Whilst there has been a non-cash impairment of the business goodwill during the year (see
Note 14), these deferred tax assets are expected to be recovered over the remaining life of the 25-year strategic partnership. However,
should the outlook for the New Zealand business deteriorate further the recoverability of the deferred tax assets could be impacted.
As at 31 December 2024, the Group had £1,846.6m (2023: £1,760.9m) of gross unrecognised deferred tax assets. This unrecognised
deferred tax asset consists of £213.3m of capital losses (2023: £213.3m), £1,572.7m of income losses (2023: £1,479.5m), £59.2m of
deferred interest relief (2023: £66.2m) and £1.4m other deferred tax assets (2023: £1.9m). These assets arise in entities that do not have
deferred tax liabilities they can be set against, and where there are either no forecast future taxable profits, or the potential future profits
are not sufficiently certain to support the deferred tax asset recognition.
There are no significant unrecognised taxable temporary differences associated with investments in subsidiaries.
The standard rate of UK corporation tax throughout the year was 25%. The 25% rate has therefore been used in measuring the UK
deferred tax items at the date of this Report. Deferred tax on UK retirement benefit assets is now also provided at 25% (2023: 35%),
which is the revised rate applicable to refunds following legislation enacted during the year.
In the Gibraltar Budget on 20 July 2021, the Chief Minister announced a temporary enhanced tax deduction for qualifying business
marketing and promotion costs, which would apply for the years ending 31 December 2021 and 31 December 2022. In a subsequent
Gibraltar Budget on 28 June 2022 the Chief Minister unexpectedly announced the retrospective removal of this enhanced deduction to cut
short by a year the period to which the incentive applied. On 23 December 2024 the legislation incorporating the retrospective removal of
this enhanced deduction was enacted in Gibraltar. The impact of this legislation being enacted on the figures reported above is a charge
of £25.6m (2023: nil) through separately disclosed items.
The Group’s future tax charge, and effective tax rate, will be affected by a number of factors including the geographic mix of profits,
changes to statutory corporate tax rates and the impact of continuing global tax reforms.
The UK enacted legislation in 2023 to implement the minimum level of taxation for multinational groups (“Pillar Two”). These rules apply to
the Group from 1 January 2024. The Group has applied the temporary mandatory exception from deferred tax accounting for the impacts
of the top-up tax, and accounts for it as a current tax when it is incurred. The impact of these rules on the figures reported above is to
increase the tax charge by £2.2m (2023: nil).
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183
Notes to the consolidated
financial statements
for the year ended
31 December 2024
11 Dividends
Pence per share
2024
pence
2023
pence
2024
Shares in
issue
number
2023
Shares in
issue
number
2022 second interim dividend paid
–
8.5
–
588.8
2023 interim dividend paid
–
8.9
–
638.8
2023 second interim dividend paid
8.9
n/a
639.0
n/a
2024 interim dividend paid
9.3
n/a
639.3
n/a
A second interim dividend of 9.3p (2023: 8.9p) per share, amounting to £59.5m (2023: £56.9m) in respect of the year ended 31 December
2024, was proposed by the Directors on 6 March 2025. The estimated total amount payable in respect of the final dividend is based on
the expected number of shares in issue on 6 March 2025. There are no income tax implications for the Group and Company arising from
the proposed second interim dividend. The 2023 second interim dividend of 8.9p per share (£56.9m) was paid on 26 April 2024. The 2024
interim dividend of 9.3p per share (£59.4m) was paid on 20 September 2024.
A dividend reinvestment plan (DRIP) is available to shareholders who would prefer to invest their dividends in the Company's shares.
The last date for receipt of DRIP elections is 31 March 2025.
In the year, the Group paid a dividend totalling £12.5m to non-controlling interests (2023: £7.4m).
12 Earnings per share
Basic earnings per share has been calculated by dividing the loss for the year attributable to shareholders of the Company of £452.7m
(2023: £928.6m loss) by the weighted average number of shares in issue during the year of 639.1m (2023: 616.0m).
The dilutive effects of share options and contingently issuable shares are not considered when calculating the diluted loss per share.
At 31 December 2024, there were 639.3m €0.01 ordinary shares in issue.
The calculation of adjusted earnings per share which removes separately disclosed items and foreign exchange gains and losses arising
on financial instruments has also been disclosed as it provides a better understanding of the underlying performance of the Group.
Separately disclosed items are defined in Note 4 and disclosed in Note 6.
Total earnings per share
Weighted average number of shares (millions)
2024
2023
Shares for basic earnings per share
639.1
616.0
Potentially dilutive share options and contingently issuable shares
5.2
1.5
Shares for diluted earnings per share
644.3
617.5
Total profit
2024
£m
2023
£m
Loss attributable to shareholders
(452.7)
(928.6)
– from continuing operations
(452.7)
(870.8)
– from discontinued operations
–
(57.8)
(Gains)/losses arising from financial instruments
(145.0)
90.6
Gains arising from foreign exchange debt instruments
(21.0)
(123.1)
Associated tax charge on gains arising from financial instruments and foreign exchange debt instruments
23.1
1.1
Separately disclosed items net of tax (Note 6)
788.3
1,232.7
Adjusted profit attributable to shareholders
192.7
272.7
– from continuing operations
192.7
272.7
– from discontinued operations
–
–
Earnings per share (pence)
Standard earnings per share
Adjusted earnings per share
2024
2023
2024
2023
Basic earnings per share
– from continuing operations
(70.8)
(141.4)
30.2
44.3
– from discontinued operations
–
(9.3)
–
–
From (loss)/profit for the year
(70.8)
(150.7)
30.2
44.3
Diluted earnings per share
– from continuing operations
(70.8)
(141.4)
29.9
44.2
– from discontinued operations
–
(9.3)
–
–
From (loss)/profit for the year
(70.8)
(150.7)
29.9
44.2
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184
Notes to the consolidated
financial statements
for the year ended
31 December 2024
12 Earnings per share (continued)
The earnings per share presented above is inclusive of the performance from the US joint venture BetMGM. Adjusting for the removal of
the BetMGM performance would result in a basic adjusted earnings per share of 47.3p (2023: 51.1p) and a diluted adjusted earnings per
share of 46.9p (2023: 51.0p) from continuing operations.
13 Goodwill and intangible assets
Goodwill
£m
Licences
£m
Software
£m
Customer
relationships
£m
Trade-marks &
brand names
£m
Total
£m
Cost
At 1 January 2023
4,270.1
205.4
772.7
1,241.0
2,269.4
8,758.6
Exchange adjustment
(68.2)
11.8
(12.7)
(12.3)
(17.4)
(98.8)
Additions
–
–
191.5
–
–
191.5
Additions from business combinations (Note 32)
1,067.5
747.8
49.8
275.5
439.5
2,580.1
Disposals
–
–
(2.9)
–
–
(2.9)
At 31 December 2023
5,269.4
965.0
998.4
1,504.2
2,691.5
11,428.5
Exchange adjustment
(194.9)
(80.7)
(28.6)
(43.2)
(66.1)
(413.5)
Additions
–
18.3
185.6
–
–
203.9
Disposals
–
–
(2.7)
–
–
(2.7)
At 31 December 2024
5,074.5
902.6
1,154.7
1,461.0
2,625.4
11,218.2
Accumulated amortisation and impairment
At 1 January 2023
289.2
26.3
520.8
1,018.0
247.2
2,101.5
Exchange adjustment
(13.3)
(0.1)
(9.1)
(13.8)
(7.3)
(43.6)
Amortisation charge
–
45.3
138.0
141.4
90.4
415.1
Impairment charge
277.5
–
2.2
0.5
2.1
282.3
Disposals
–
–
(2.9)
–
–
(2.9)
At 31 December 2023
553.4
71.5
649.0
1,146.1
332.4
2,752.4
Exchange adjustment
(34.3)
(5.5)
(18.3)
(33.1)
(19.7)
(110.9)
Amortisation charge
–
48.9
167.4
165.6
103.5
485.4
Impairment charge
416.5
–
19.2
–
–
435.7
Disposals
–
–
(2.7)
–
–
(2.7)
At 31 December 2024
935.6
114.9
814.6
1,278.6
416.2
3,559.9
Net book value
At 31 December 2023
4,716.0
893.5
349.4
358.1
2,359.1
8,676.1
At 31 December 2024
4,138.9
787.7
340.1
182.4
2,209.2
7,658.3
At 31 December 2024 the Group had not entered into contractual commitments for the acquisition of any intangible assets (2023: £nil).
Included within trade-marks and brand names are £1,398.4m (2023: £1,398.4m) of intangible assets considered to have indefinite lives.
These assets relate to the UK Ladbrokes and Coral brands which are considered to have indefinite durability that can be demonstrated,
and their value can be readily measured. The brands operate in longstanding and profitable market sectors. The Group has a strong
position in the market and there are barriers to entry due to the requirement to demonstrate that the applicant is a fit and proper person
with the "know-how" required to run such operations.
Goodwill reflects the value by which consideration exceeds the fair value of net assets acquired as part of a business combination
including the deferred tax liability arising on acquisitions.
Licences comprise the cost of acquired betting shop and online licences, as well as licences acquired as part of acquisitions.
Software relates to the cost of acquired software, through purchase or business combination, and the capitalisation of internally
developed software.
Customer relationships, trade-marks and brand names relate to the fair value of customer lists, trade-marks and brand names acquired
as part of business combinations, primarily relating to the bwin, Ladbrokes Coral Group, Enlabs, Sport Interaction, SuperSport, BetCity,
365Scores, STS and Tab NZ businesses.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
14 Impairment testing of goodwill and indefinite life intangible assets
An impairment loss is recognised for any amount by which an asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Within UK, Eurobet Retail, Belgium Retail and Tab NZ Retail, the cash-generating units (“CGUs”) are generally an individual Licensed
Betting Office (“LBO”) and, therefore, impairment is first assessed at this level for licences (intangibles) and property, plant and
equipment, with any impairment arising booked to licences and property, plant and equipment on a pro-rata basis. Since goodwill and
brand names have not been historically allocated to individual LBOs, a secondary assessment is then made to compare the carrying value
of the segment against the recoverable amount with any additional impairment then taken against goodwill first.
For International the CGU is defined as websites hosted by proprietary platforms based in non-UK countries and for all other segments
the CGU is the relevant geographical location or business unit. Any impairments are made firstly to goodwill, next to any capitalised
intangible asset and then finally to property, plant and equipment. The expected cash flows generated by the assets are discounted using
appropriate discount rates that reflect the time value of money and risks associated with the group of assets.
For both tangible and intangible assets, the future cash flows are based on the forecasts and budgets of the CGU or business discounted
to reflect time value of money. The key assumptions within the UK and European Retail budgets are OTC wagers (customer visits and
spend per visit), the average number of machines per shop, gross win per shop per week, salary increases, the potential impact of the
shop closures and the fixed costs of the LBOs. The key assumptions within the budgets for online businesses are the number of active
customers, net revenue per head, win percentage, marketing spend, revenue shares and operating costs. All forecasts take into account
the impact of the Group’s commitment to be Net Zero by 2035 as well as the impact of climate change.
The value in use calculations use cash flows based on detailed, Board-approved, financial budgets prepared by management covering
a three-year period which have been risk adjusted for factors specific to each cash generating unit. These forecasts have been
extrapolated over years 4 to 8 representing a declining growth curve from year 3 until the long-term forecast growth rate is reached.
The growth rates used from years 4 to 8 range from 0% to 10%. From year 9 onwards long-term growth rates used are between 0% and
2% (2023: between 0% and 2%) and are based on the long-term GDP growth rate of the countries in which the relevant CGUs operate or
the relevant outlook for the business. An eight-year horizon is considered appropriate based on the Group’s history of underlying profit as
well as ensuring there is an appropriate decline to long-term growth rates from those growth rates currently observed in our key markets.
A 0% growth rate has been used for the UK Retail operating segment. All key assumptions used in the value in use calculations reflect the
Group’s past experience unless a relevant external source of information is available. Whilst the same approach is adopted for Tab NZ
impairment reviews, the value-in-use is assessed over the 25-year life of the licence rather than into perpetuity.
The discount rate calculation is based on the specific circumstances with reference to the WACC and risk factors expected in the industry
in which the Group operates.
The pre-tax discount rates used and the associated carrying value of goodwill by CGU is as follows:
Goodwill
2024
%
2023
%
2024
£m
2023
£m
UK Retail
12.8
12.6
76.4
76.4
UK Digital
11.3
11.1
933.6
952.6
International
11.6
11.1
1,315.4
1,345.7
Australia
13.7
13.5
134.5
145.1
Belgium Retail
12.8
12.6
-
53.0
Belgium Digital
12.8
12.6
11.5
39.0
Eurobet Retail
13.5
13.3
74.9
78.5
Eurobet Digital
13.5
13.3
294.2
308.2
Enlabs
12.0
11.8
196.0
205.3
BetCity
13.0
12.7
77.8
200.1
SuperSport
11.7
11.5
503.6
527.8
STS
13.6
11.7
301.8
389.2
365Scores
11.3
12.3
88.0
87.0
Tab NZ Retail
14.2
11.1
-
20.2
Tab NZ Digital
14.2
11.1
89.0
235.3
ROI
11.3
11.1
6.2
15.7
Crystalbet
11.3
11.1
36.0
36.9
4,138.9
4,716.0
It is not practical or material to disclose the carrying value of individual licences by LBO.
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186
Notes to the consolidated
financial statements
for the year ended
31 December 2024
14 Impairment testing of goodwill and indefinite life intangible assets (continued)
Included within trade-marks and brand names are £1,398.4m (2023: £1,398.4m) of intangible assets considered to have indefinite lives.
These assets relate to the UK Ladbrokes and Coral brands and are assessed on a combined CGU basis between UK Retail and UK Digital
(see diagram on page 189).
Following an internal review the focus of the business and the reports reviewed by the CODM have been amended. The disclosure of
segment information has been amended to match the revised reporting structure of the Group. As such, the CGU structure has changed
to ensure that no CGU is larger than a segment. New CGU’s of UK Retail, UK Digital and International are now presented in line with the
diagram on page 189.
Impairment recognised during the year
Impairments of intangible assets and property, plant and equipment are recognised as separately disclosed items within operating
expenses (see note 6).
Tab New Zealand
During the year, the Group recorded a non-cash impairment charge of £142.5m against Tab New Zealand (Digital CGU £124.0m, Retail
CGU £18.5m) which arose as a result of the outlook for the New Zealand business deteriorating versus the position 12 months ago.
Whilst this is in part due to the delay in the introduction of the legislative net (geo-blocking), forecast underlying growth has also reduced.
STS Poland
Our Polish business continues to face aggressive competitor activity. Whilst initial views were that the intensity of competition would
reduce as the year progressed and normalise ahead of 2025, we are yet to see any easing. As such, the outlook for the Polish business for
2025 and beyond has been reduced. This reduction has led to a non-cash impairment charge of £75.9m against the STS CGU.
BetCity
With ongoing changes in regulation in the Netherlands and the introduction of deposit limits, the most recent of which was on 1st
October 2024, and a higher gaming tax rate, the outlook for the BetCity business has weakened over the last 12 months. This reduction in
the outlook has led to a non-cash impairment charge of £113.1m against the BetCity CGU.
Belgium
During the year, the Group recorded a non-cash impairment charge of £76.3m against Belgium (Retail CGU £50.5m, Digital CGU £25.8m).
This was driven by ongoing heavy regulation in Retail and the decline in online casino NGR as a result of the wallet decoupling with bwin.be.
Republic of Ireland
Continued challenges remain against our Retail estate in ROI as a result of a reduced outlook for this market. During the year, the Group
recorded a non-cash impairment charge of £8.7m against the ROI CGU.
Sensitivity analysis
Sensitivity analysis for all CGUs where an impairment charge has been recognised in the year is given below, with the exception of ROI as
the remaining assets associated with that CGU are not material. For all other CGUs, no reasonable change in assumptions would cause
an additional material impairment.
Impairment
5% EBITDA
£m
0.5%
discount rate
£m
Tab NZ
45.6
38.6
STS
30.9
28.3
BetCity
8.6
9.7
Belgium
6.8
0.9
91.9
77.5
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
14 Impairment testing of goodwill and indefinite life intangible assets (continued)
Impairment recognised during the prior year
Australia
During the prior year, the Group recorded a non-cash impairment charge of £190.0m against the Group's Australia CGU. The charge
was a result of the impact of ongoing increases in the rate of Point of Consumption tax across certain states and a forecast decline in
Australian revenues in 2024 as a result of a reduced market outlook.
Whilst our Australian business continued to be profitable and strategically important, market conditions and tax headwinds reduced
the value in use of the business resulting in the impairment charge. Post the annualisation of the tax increases and stabilisation of local
market conditions, we expect our Australian business to return to growth.
Unikrn
During the prior year, the Group took the decision to close its B2C eSports business operating under the Unikrn brand, in favour of
developing a leading eSports proposition on existing labels. As a result of the decision to turn off its B2C operations, the Group recorded
a £43.2m impairment of goodwill and £1.1m impairment of trade-marks and brands associated with the Unikrn operation during the prior
year within the New Opportunities segment.
Impala
The Group also took the decision during 2023 to close its B2C operations in Zambia and Kenya, operations that were run out of the
previously acquired African subsidiary. As a result of the decision to close these operations and focus resources to drive growth in other
markets, the Group recorded an impairment against the value of assets carried against this business. The resulting impairment was
booked against goodwill of £29.9m, and against software of £4.0m within the International segment.
In addition, an impairment charge of £11.0m was recognised during the prior year against our Retail estate in ROI as a result of a reduced
outlook for this market, and £5.0m against Totolotek following its closure post the STS acquisition.
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188
Notes to the consolidated
financial statements
for the year ended
31 December 2024
14 Impairment testing of goodwill and indefinite life intangible assets (continued)
Impairment testing across the business
Licences/
Franchisees
PPE & Software
Customer
relationships
Goodwill
Brand name
UK Digital
UK Retail
ROI
International
Eurobet
Digital
Eurobet
Retail
Belgium
Digital
Belgium
Retail
Australia
Enlabs
BetCity
SuperSport
Digital
SuperSport
Retail
STS
365Scores
Tab NZ
Digital
Tab NZ
Retail
Crystalbet
UK Digital Impairment review
UK Retail site by site Impairment review
UK Retail Impairment review
ROI Impairment review
Australia Impairment review
Enlabs Impairment review
Belgium Retail Impairment review
Belgium Digital Impairment review
Eurobet Retail Impairment review
Eurobet Digital Impairment review
Combined
UK Digital/UK Retail
Impairment
review
Eurobet
Impairment
review
Belgium
Impairment
review
Tab NZ
Impairment
review
SuperSport
Impairment review
BetCity Impairment review
SuperSport Digital Impairment review
SuperSport Retail Impairment review
STS Impairment review
365Scores Impairment review
Tab NZ Digital Impairment review
Tab NZ Retail Impairment review
International Impairment review
Crystalbet Impairment review
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189
Notes to the consolidated
financial statements
for the year ended
31 December 2024
15 Property, plant and equipment
Land and
buildings
£m
Plant and
equipment
£m
Fixtures
and fittings
£m
Leased
assets
£m
Total
£m
Cost
At 1 January 2023
40.6
141.2
237.6
603.1
1,022.5
Exchange adjustment
(0.3)
(2.1)
(3.5)
(1.4)
(7.3)
Additions
18.0
27.0
45.9
45.6
136.5
Additions from business combinations (Note 32)
4.9
8.1
2.2
26.9
42.1
Disposals
(4.5)
(6.7)
(5.7)
(49.8)
(66.7)
Reclassification
–
0.9
(0.9)
–
–
At 31 December 2023
58.7
168.4
275.6
624.4
1,127.1
Exchange adjustment
(2.0)
(6.7)
(11.7)
(7.3)
(27.7)
Additions
5.5
30.1
49.0
132.4
217.0
Disposals
(1.6)
(4.2)
(16.7)
(202.0)
(224.5)
Reclassification
(0.3)
(15.4)
15.9
(2.3)
(2.1)
At 31 December 2024
60.3
172.2
312.1
545.2
1,089.8
Accumulated depreciation
At 1 January 2023
12.9
44.6
87.7
370.1
515.3
Exchange adjustment
(0.2)
(1.5)
(2.0)
(0.6)
(4.3)
Depreciation charge
13.7
29.4
36.6
61.3
141.0
Impairment
0.9
0.7
0.4
4.7
6.7
Disposals
(4.5)
(6.0)
(5.1)
(49.4)
(65.0)
Reclassification
–
(0.2)
0.2
–
–
At 31 December 2023
22.8
67.0
117.8
386.1
593.7
Exchange adjustment
(1.2)
(2.2)
(11.7)
(2.9)
(18.0)
Depreciation charge
5.9
33.0
44.0
63.2
146.1
Disposals
(1.6)
(4.2)
(16.7)
(202.0)
(224.5)
Impairment
1.2
1.3
4.8
11.5
18.8
Reclassification
2.1
(0.6)
(1.6)
–
(0.1)
At 31 December 2024
29.2
94.3
136.6
255.9
516.0
Net book value
At 31 December 2023
35.9
101.4
157.8
238.3
533.4
At 31 December 2024
31.1
77.9
175.5
289.3
573.8
At 31 December 2024, the Group had not entered into contractual commitments for the acquisition of any property, plant and equipment
(2023: £nil).
Included within fixtures, fittings and equipment are assets in the course of construction which are not being depreciated of £26.4m
(2023: £17.1m), relating predominantly to self-service betting terminals and the new point of sale system in Retail stores.
An impairment charge of £18.8m (2023: £6.7m) has been made against closed retail shops and office buildings included within leased
assets in the year. See Notes 6 and 14 for further details.
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190
Notes to the consolidated
financial statements
for the year ended
31 December 2024
15 Property, plant and equipment (continued)
Analysis of leased assets:
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At 1 January 2023
593.2
9.9
603.1
Exchange adjustment
(1.3)
(0.1)
(1.4)
Additions
32.8
12.8
45.6
Additions from business combinations
26.0
0.9
26.9
Disposals
(49.8)
–
(49.8)
At 31 December 2023
600.9
23.5
624.4
Exchange adjustment
(6.9)
(0.4)
(7.3)
Additions
93.7
38.7
132.4
Disposals
(192.5)
(9.5)
(202.0)
Reclassifications
(4.4)
2.1
(2.3)
At 31 December 2024
490.8
54.4
545.2
Accumulated depreciation
At 1 January 2023
361.5
8.6
370.1
Exchange adjustment
(0.6)
–
(0.6)
Depreciation charge
59.0
2.3
61.3
Impairment
4.7
–
4.7
Disposals
(49.4)
–
(49.4)
At 31 December 2023
375.2
10.9
386.1
Exchange adjustment
(2.8)
(0.1)
(2.9)
Depreciation charge
58.9
4.3
63.2
Disposals
(192.5)
(9.5)
(202.0)
Impairment
11.1
0.4
11.5
At 31 December 2024
249.9
6.0
255.9
Net book value
At 31 December 2023
225.7
12.6
238.3
At 31 December 2024
240.9
48.4
289.3
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191
Notes to the consolidated
financial statements
for the year ended
31 December 2024
16 Interest in joint venture
Share of joint
venture’s net
assets
£m
Cost
At 1 January 2023
–
Additions
40.7
Exchange adjustment
0.5
Share of loss after tax
(42.0)
Share of other comprehensive loss (movement in translation reserve)
(0.6)
Contributions to be made
1.4
At 31 December 2023
–
Additions
19.8
Exchange adjustment
(2.5)
Share of loss after tax
(109.4)
Share of other comprehensive loss (movement in translation reserve)
(0.1)
Liability
92.2
At 31 December 2024
–
The joint venture predominantly represents the Group’s investment in BetMGM set up in the US in which a 50% stake is held.
Given the net liabilities position of the joint venture, the Group has recorded a cumulative £99.4m liability as potential future obligations.
In the prior year the Group recorded a cumulative £7.2m liability as it was committed to make future equity contributions.
Summarised financial information in respect of the Group’s joint venture’s net assets is set out below:
2024
£m
2023
£m
Non-current assets
101.7
118.1
Cash and cash equivalents
233.4
138.7
Other current assets
165.3
182.7
Current assets
398.7
321.4
Balances with customers
(257.9)
(208.6)
Other current liabilities
(429.1)
(224.0)
Current liabilities
(687.0)
(432.6)
Non-current liabilities
(12.1)
(21.2)
Net liabilities
(198.7)
(14.3)
Group’s share of net liabilities
(99.4)
(7.2)
Summarised statement of comprehensive income
2024
£m
2023
£m
Revenue
1,660.2
1,582.4
Depreciation and amortisation
(34.4)
(8.2)
Other operating expenses
(1,844.5)
(1,658.1)
Income tax
(0.1)
–
Loss for the year
(218.8)
(83.9)
Other comprehensive loss
(0.1)
(1.2)
Total comprehensive loss
(218.9)
(85.1)
Group’s share of loss
(109.5)
(42.6)
Contingent liabilities relating to the Group’s interest in joint ventures are set out in Note 33.
The risks associated with the Group’s interest in joint ventures are aligned to the same risks the Group is exposed to on the basis that they
operate wholly within the betting and gaming market.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
17 Interest in associates and other investments
Share of
associates’
net assets
£m
Other
investments
£m
Total
£m
Cost
At 1 January 2023
39.5
14.0
53.5
Revaluation gain
–
2.6
2.6
Additions
–
3.1
3.1
Dividends received
(9.8)
–
(9.8)
Share of loss after tax
(0.9)
–
(0.9)
Share of other comprehensive expense
(1.1)
–
(1.1)
Foreign exchange
–
(0.3)
(0.3)
At 31 December 2023
27.7
19.4
47.1
Revaluation gain
–
0.7
0.7
Disposals
–
(5.2)
(5.2)
Impairments
–
(3.1)
(3.1)
Dividends received
(1.4)
–
(1.4)
Share of loss after tax
(4.8)
–
(4.8)
Share of other comprehensive expense
–
–
–
Foreign exchange
–
(0.7)
(0.7)
At 31 December 2024
21.5
11.1
32.6
Revaluation gain includes £nil (2023: £1.1m gain) recognised through other comprehensive income with the remaining gain of £0.7m
(2023: £1.5m gain) recognised through profit or loss.
Associates
Summarised financial information in respect of the associates is set out below:
2024
£m
2023
£m
Non-current assets
68.7
42.5
Current assets
45.5
78.0
Non-current liabilities
(7.1)
(5.7)
Current liabilities
(66.3)
(73.1)
Net assets
40.8
41.7
Group’s share of net assets
21.5
27.7
Revenue for the year
313.3
370.1
Profit for the year
(6.8)
10.4
Other comprehensive expense
–
(4.7)
Total comprehensive income
(6.8)
5.7
Group’s share of total comprehensive expense
(4.8)
(2.0)
Further details of the Group’s associates are listed in Note 34.
The financial year end of Sports Information Services (Holdings) Limited (SIS), an associate of the Group, is 31 March. The Group has
included the results for SIS for the 12 months ended 31 December 2024.
All associates are private companies and there are no quoted market prices available for their shares.
The risks associated with associate investments are considered to be aligned to the same risks the Group is exposed to on the basis that
they operate wholly within the betting and gaming market.
Other investments of £11.1m (2023: £19.4m) consist of investments which have no fixed maturity date or coupon rate.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
18 Trade and other receivables
2024
£m
2023
£m
Trade receivables
36.4
40.6
Other receivables
454.6
399.0
Finance lease receivable
4.4
4.3
Prepayments
95.5
91.1
590.9
535.0
Trade and other receivables are presented on the Balance Sheet as follows:
2024
£m
2023
£m
Current
563.8
503.2
Non-current
27.1
31.8
Total
590.9
535.0
Trade and other receivables are non-interest bearing and are generally on 30-90 day terms. Trade and other receivables are reviewed
for impairment on an ongoing basis, taking account of the ageing of outstanding amounts and the credit profile of customers.
Impaired receivables, including all trade receivables that are a year old, are provided for in an allowance account. Impaired receivables
are derecognised when they are assessed as irrecoverable. The expected credit losses arising from receivables are not considered to
be significant.
Other receivables includes interest on the Greek tax repayment of €34.9m (2023: €34.9m) which is owed from Greek tax authorities and
is outstanding while the appeal is ongoing. See note 33 for more details. Other receivables also include amounts receivable from payment
service providers of £136.8m (2023: £176.0m), and other smaller items such as regulatory deposits, security deposits, rent deposits and
balances due from affiliates and partners. The Group does not perceive there to be a material credit risk against these items.
19 Cash and cash equivalents
2024
£m
2023
£m
Cash and short-term deposits
588.9
400.6
Cash and cash equivalents in the consolidated statement of cash flows comprises cash at bank, overdrafts net of short-term investments
and includes £198.3m (2023: £154.6m) restricted in respect of customers.
20 Trade and other payables
2024
£m
2023
£m
Trade payables
108.2
56.9
Other payables
531.3
719.9
Social security and other taxes
265.8
197.6
Accruals1
501.7
338.0
1,407.0
1,312.4
1. Includes £99.4m (2023: £7.2m) recognised as a potential future obligation to our joint venture investment in BetMGM. See Note 16 for further details.
Trade and other payables are presented on the Balance Sheet as follows:
2024
£m
2023
£m
Current
1,120.6
878.6
Non-current
286.4
433.8
Total
1,407.0
1,312.4
In the prior year, the Group provided for £585m within other payables relating to a Deferred Prosecution Agreement (“DPA”) with the
Crown Prosecution Service (“CPS”) in relation to historical conduct of the Group, thereby resolving the HM Revenue & Customs (“HMRC”)
investigation into the Group. This settlement is being paid over a four-year term.
Since the conduct giving rise to the DPA, the Group has undertaken a comprehensive review of its anti-bribery policies and procedures
and has taken decisive action to significantly strengthen its wider compliance programme and related controls. Recognition of the
significant improvements made by the Company is an integral feature of achieving a DPA.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
21 Discontinued operations
During the prior year, the Group recorded a £57.8m loss in discontinued operations relating to its former business Intertrader which was
disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters as well as a liability for
a potential settlement with the former owners of the business following a long-running legal dispute. The charge was recognised within
separately disclosed items in the prior year (Note 6).
22 Lease liabilities
2024
£m
2023
£m
Current
Lease liabilities
77.2
65.7
Non-current
Lease liabilities
247.3
210.2
Total lease liabilities
324.5
275.9
The Group’s leasing activity consists of leases on property, cars, self-service betting terminals and office equipment. The majority of those
relate to the leasing of LBOs within the Retail estates and office buildings.
Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on
an index or a rate (such as lease payments on gaming machines based on a percentage of revenue) are excluded from the measurement
of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see
Note 15).
Leases of vehicles and IT equipment are generally limited to a new lease term of 3 to 5 years. Leases of property generally have a
lease term ranging from 5 to 10 years, with some legacy leases extending out to 20 years and beyond. Most new leases of property
are now generally expected to be limited to no more than 10 years, with a break option after no more than 5 years, except in
special circumstances.
The maturity analysis of lease liabilities is as follows:
Minimum lease payments due
Within
1 year
£m
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
2024
Net present value
77.2
64.1
122.0
61.2
324.5
2023
Net present value
65.7
57.8
106.7
45.7
275.9
The Group secures the use of its retail premises primarily through taking out leases for these premises. Typically, the leases are for a
duration between 5 and 10 years. In respect of the UK property portfolio there is commonly a right to negotiate replacement leases on
expiry, by virtue of the Landlord and Tenant Act 1954. Details of undiscounted amounts payable under leases are set out in Note 25.
Certain lease payments are not recognised as a liability. This arises when the Group continues to pay rents and occupy properties
after the lease has expired. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease
payments and irrecoverable VAT are not permitted to be recognised as lease liabilities and are expensed as incurred.
The use of extension and termination options gives the Group added flexibility in the event it has identified more suitable premises in
terms of cost and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is
only exercised when consistent with the Group’s regional markets strategy and the economic benefits of exercising the option exceeds the
expected overall cost.
Amounts paid for short-term and low-value leases not included within the lease liability are immaterial.
The Group incurred rent and associated costs of £18.5m (2023: £20.8m). These are predominantly driven by VAT on rental charges not
being recoverable and held over leases.
Details of total cash outflow relating to leases, are disclosed in the consolidated statement of cash flows.
Group as lessor:
Finance lease receivables are included in the statement of financial position within trade and other receivables and are as follows:
2024
£m
2023
£m
Current
0.9
1.1
Non-current
3.5
3.2
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
22 Lease liabilities (continued)
The maturity analysis of lease receivables, including the undiscounted lease payments to be received, is as follows:
Within
1 year
£m
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
2024
Lease payments receivable
1.2
0.9
1.6
2.1
5.8
Interest
(0.3)
(0.2)
(0.5)
(0.4)
(1.4)
Present value of lease payments receivable
0.9
0.7
1.1
1.7
4.4
2023
Lease payments receivable
1.4
1.3
2.0
0.8
5.5
Interest
(0.3)
(0.3)
(0.5)
(0.1)
(1.2)
Present value of lease payments receivable
1.1
1.0
1.5
0.7
4.3
Operating lease commitments – Group as lessor
A number of the sublease agreements for unutilised space in the UK shop estate are not classified as finance leases within IFRS 16.
These non-cancellable leases have remaining lease terms of between one and ten years. The future minimum rentals receivable under
these non-cancellable operating leases at 31 December are as follows:
2024
£m
2023
£m
Within one year
0.3
0.4
After one year but not more than five years
0.8
0.6
After five years
0.4
0.1
1.5
1.1
23 Interest-bearing loans and borrowings
2024
£m
2023
£m
Current
Euro-denominated loans
2.3
0.4
USD-denominated loans
22.4
23.4
Sterling-denominated loans
0.6
295.4
25.3
319.2
Non-current
Euro-denominated loans
1,037.1
869.4
USD-denominated loans
2,568.8
2,172.1
Sterling-denominated loans
–
(2.7)
3,605.9
3,038.8
As at 31 December 2024 there were £560m (2023: £515.0m) of committed bank facilities of which £nil (2023: £295m) were drawn down
and £7.6m (2023: £5.2m) of facilities which have been utilised for letters of credit.
On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility which was used to repay all amounts
drawn on the Groups revolving credit facility. On 1 March 2024, the commitments available under the Group’s revolving credit facility were
increased by £45m to £635m.
On 29 April 2024, the Group announced the successful re-pricing of the existing $1,740m loan with a margin reduction of 75bps and the
removal of the 10bps credit adjustment spread. Additionally $500m was added on to increase the loan to $2,240m. There was no change
in the maturity date of October 2029. It was also announced that the €1,030m loan was re-priced with a margin reduction of 50bps to
325bps and this loan was also increased by €235m to €1,265m. There was no change in the maturity date of June 2028.
The proceeds of the extended term loans were used to immediately repay the £300m bank loan borrowed earlier in Q1 2024 with the
remaining funds used to improve the Groups liquidity.
The Group’s senior facilities agreement contains a single financial covenant: a springing leverage covenant (subject to customary cure
rights) and solely for the benefit of the lenders under the revolving credit facility (“RCF”). The financial covenant is tested only in respect
of a quarter-end date where the aggregate outstanding principal amount of all loans under the RCF (excluding utilisations of the RCF by
way of letters of credit or bank guarantees) exceeds 40% of the total RCF commitments as at that date.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
24 Provisions
Property
provisions1
£m
Restructuring
provisions2
£m
Litigation and
regulation
provisions3
£m
Total
£m
At 1 January 2023
7.2
–
18.8
26.0
Provided
4.4
28.8
28.2
61.4
Utilised
(5.3)
(25.5)
(30.4)
(61.2)
Released
(1.0)
–
(0.1)
(1.1)
At 31 December 2023
5.3
3.3
16.5
25.1
Provided
12.0
3.1
45.0
60.1
Utilised
(3.9)
(3.3)
(39.4)
(46.6)
Released
(0.5)
–
–
(0.5)
Foreign exchange
(0.1)
–
(0.3)
(0.4)
At 31 December 2024
12.8
3.1
21.8
37.7
1. The Group is party to a number of leasehold property contracts. Provision has been made against the unavoidable non-rent costs on those leases where the property is now
vacant. Provisions have been based on management’s best estimate of the minimum future cash flows to settle the Group’s obligations, considering the risks associated with
each obligation, discounted at a risk-free interest rate of 4.1%. The periods of vacant property commitments range from 1 to 10 years (2023: 1 to 12 years). In accordance with
IFRS 16, the rental elements of certain property provisions are included within lease liabilities.
2. Restructuring provisions relate to redundancy costs.
3. Litigation and regulation provisions relate to estimates for potential liabilities which may arise in the Group as a result of customer claims and past practices. Whilst the nature
of legal claims means that the timing of settlement can be uncertain, we expect all claims to be settled in the next 1 to 2 years. Whilst the provisions are based on management’s
best estimate of the likely liability for obligations that exist at the year end date, the maximum potential exposure is not expected to be materially different to the provision made.
Of the total provisions at 31 December 2024, £34.8m (2023: £20.9m) is current and £2.9m (2023: £4.2m) is non-current.
Provisions expected to be settled in greater than one year are discounted at the risk-free rate.
25 Financial risk management objectives and policies
The Group’s treasury function provides a centralised service for the provision of finance and the management and control of liquidity,
foreign exchange rates and interest rates. The function operates as a cost centre and manages the Group’s treasury exposures to reduce
risk in accordance with policies approved by the Board.
The Group’s principal financial instruments comprise term loans, bank facilities, overdrafts, loan notes, bonds, financial guarantee
contracts, and cash and short-term deposits, together with certain derivative financial instruments. The main purpose of these financial
instruments is to raise finance for the Group’s operations. The Group has various other financial instruments such as trade receivables,
trade payables and accruals that arise directly from its operations. Details of derivatives are set out in Note 26.
It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken other
than betting. Activity of this nature is only undertaken by the customer and is not speculative activity of the Group. The Group’s exposure
to ante-post betting and gaming transactions is not significant.
The main financial risks for the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk. The Board reviews and agrees
policies for managing each of these risks and they are summarised below. The Group also monitors the market price risk arising from all
financial instruments.
Interest rate risk
The Group is exposed to interest rate risk on certain of its interest-bearing loans and borrowings and on cash and cash equivalents.
The Group uses derivative financial instruments such as interest rate swaps to hedge its interest rate risk. At 31 December 2024, 58%
(2023: 65%) of the Group’s post-swap gross debt (excluding leases) was at fixed interest rates.
Interest on financial instruments at floating rates is repriced at intervals of less than six months. Interest on financial instruments at fixed
rates is fixed until the maturity of the instrument.
The table below demonstrates the sensitivity to reasonably possible changes in interest rates on income for the year when this movement
is applied to the carrying value of financial liabilities:
Effect on:
Profit before tax
2024
2023
25 basis points decrease
3.8
1.1
100 basis points increase
(15.2)
(4.6)
Foreign currency risk
Given the multi-national nature of the business, the Group is exposed to foreign exchange gains and losses on its trading activities,
the net assets of its overseas subsidiaries and its non-GBP-denominated financing facilities. The primary currencies that the Group is
exposed to fluctuations in are the Euro, Australian Dollar, New Zealand Dollar and US Dollar.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
25 Financial risk management objectives and policies (continued)
Foreign currency risk (continued)
Whilst the Group does not actively hedge the foreign exposure on its trading cash flows, it continuously monitors exposures to
individual currencies, taking remediating actions as necessary to manage any significant risks as they arise. In the event that the Group
anticipates large transactions in currencies other than GBP, forward exchange contracts are taken out to manage the potential foreign
exchange exposure.
The Group’s exposure to the translation of net assets on foreign currency subsidiaries into its reporting currency is partially offset by the
opposite exposure on the Group’s financing facilities providing a natural economic hedge, even though the Group does not apply hedge
accounting. The Group’s policy on borrowings is broadly aligned to the underlying cash flows of the business.
The Group has financing facilities in GBP, Euros and US Dollars. As the Group’s overseas subsidiaries largely report in Euros, the Group
has taken out swap contracts to hedge the US Dollar debt into Euros in order to align the foreign currency exposure on the Group’s
financing facilities with that on the net assets of its subsidiaries. The Group has also taken out swap contracts to hedge US Dollar debt
into GBP and Australian Dollars.
A 5% weakening in the Euro would reduce Group operating profit by £29.1m (2023: £21.6m) and net assets by £31.9m (2023: £22.0m)
when applied to the results of the year in question.
A 5% weakening in the Australian Dollar would reduce Group operating profit by £2.5m (2023: £3.4m) and net assets by £6.6m
(2023: £7.1m) when applied to the results of the year in question.
A 5% weakening in the US Dollar would increase Group operating profit by £5.0m (2023: £2.0m) arising from the share of loss of joint
venture. There are no material net assets held in US Dollar as at 31 December 2024 and 31 December 2023.
Credit risk
The Group is not subject to significant concentration of credit risk, with exposure spread across a large number of counterparties
and customers.
Receivable balances are monitored on an ongoing basis. Any changes to credit terms are assessed and authorised by senior
management on an individual basis.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s
exposure to credit risk arises from default of the counterparty, with a primary exposure equal to the carrying amount of these instruments.
Credit risk in respect of cash and cash equivalents is managed by restricting those transactions to banks that have a defined minimum
credit rating and by setting an exposure ceiling per bank.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a range of
maturities. The Group’s policy on liquidity is to ensure that there are sufficient medium-term and long-term committed borrowing facilities
to meet the medium-term funding requirements. At 31 December 2024, there were undrawn committed borrowing facilities of £560.0m
(2023: £220.0m). Total committed facilities had an average maturity of 3.5 years (2023: 4.5 years).
The total gross contractual undiscounted cash flows of financial liabilities, including interest payments, fall due as follows. Cash flows in
respect of financial guarantee contracts reflect the probability weighted cash flows.
2024
On demand
or within
1 year
£m
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
Interest-bearing loans and borrowings
265.5
1,341.5
3,027.1
–
4,634.1
Other financial liabilities
223.7
107.6
848.3
2,354.4
3,534.0
Trade and other payables
618.9
151.3
151.3
–
921.5
Lease liabilities
91.6
75.7
145.5
78.8
391.6
Total
1,199.7
1,676.1
4,172.2
2,433.2
9,481.2
2023
On demand
or within
1 year
£m
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
Interest-bearing loans and borrowings
573.7
558.1
1,223.1
1,401.9
3,756.8
Other financial liabilities
252.7
692.4
378.5
2,855.8
4,179.4
Trade and other payables
681.0
151.3
302.5
–
1,134.8
Lease liabilities
77.5
66.8
122.9
54.0
321.2
Total
1,584.9
1,468.6
2,027.0
4,311.7
9,392.2
Details of discounted contractual cash flows of leasing liabilities are set out in Note 22.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
25 Financial risk management objectives and policies (continued)
Capital risk management
The primary objective of the Group’s capital management is to ensure that it maintains a credit quality that enables the Group to raise
funds at an economic interest rate and to maintain healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, adjust borrowings, return capital to shareholders or issue
new shares.
The Group monitors capital using an adjusted net debt to underlying EBITDA ratio. The ratio at 31 December 2024 was 3.1 times
(2023: 3.3 times). See Note 27 for further details.
The Group’s funding policy is to raise funds centrally to meet the Group’s anticipated requirements. These are planned so as to mature at
different stages in order to reduce refinancing risk. The Board reviews the Group’s capital structure and liquidity periodically.
26 Financial instruments and fair value disclosures
The table below analyses the Group’s financial instruments into their relevant categories:
31 December 2024
Amortised
cost
£m
Assets/
(liabilities)
at fair value
through
profit and loss
£m
Assets at
fair value
through other
comprehensive
income
£m
Total
£m
Assets
Non-current:
Other investments (Note 17)
1.1
2.8
7.2
11.1
Derivative financial instruments
–
19.1
–
19.1
Trade and other receivables
27.1
–
–
27.1
Current:
Trade and other receivables
468.3
–
–
468.3
Derivative financial instruments
–
67.3
–
67.3
Cash and short-term investments (including customer funds)
588.9
–
–
588.9
Total
1,085.4
89.2
7.2
1,181.8
Liabilities
Current:
Customer balances
(196.6)
–
–
(196.6)
Interest-bearing loans and borrowings1
(25.3)
–
–
(25.3)
Trade and other payables
(854.8)
–
–
(854.8)
Derivative financial instruments
–
(8.5)
–
(8.5)
Deferred and contingent consideration
(78.9)
(120.3)
–
(199.2)
Other financial liabilities2
–
(15.9)
–
(15.9)
Lease liabilities (Note 22)
(77.2)
–
–
(77.2)
Non-current:
Interest-bearing loans and borrowings
(3,605.9)
–
–
(3,605.9)
Trade and other payables
(286.4)
–
–
(286.4)
Derivative financial instruments
–
(11.1)
–
(11.1)
Deferred and contingent consideration
(195.4)
(766.3)
–
(961.7)
Other financial liabilities2
(512.9)
–
–
(512.9)
Lease liabilities (Note 22)
(247.3)
–
–
(247.3)
Total
(6,080.7)
(922.1)
–
(7,002.8)
Net financial (liabilities)/assets
(4,995.3)
(832.9)
7.2
(5,821.0)
1. The fair value of interest-bearing loans and borrowings at 31 December 2024 and 31 December 2023 is not materially different to their original cost.
2. Other financial liabilities include a put liability of £509.1m (2023: £536.3m), £3.8m of other financial liabilities (2023: £9.6m) and £15.9m of ante-post liabilities (2023: £17.1m).
1
Overview
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Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
199
Notes to the consolidated
financial statements
for the year ended
31 December 2024
26 Financial instruments and fair value disclosures (continued)
31 December 2023
Amortised
cost
£m
Assets/
(liabilities)
at fair value
through
profit and loss
£m
Assets at
fair value
through other
comprehensive
income
£m
Total
£m
Assets
Non-current:
Other investments (Note 17)
1.3
10.9
7.2
19.4
Current:
Trade and other receivables
443.9
–
–
443.9
Derivative financial instruments
–
31.9
–
31.9
Cash and short-term investments (including customer funds)
400.6
–
–
400.6
Total
845.8
42.8
7.2
895.8
Liabilities
Current:
Customer balances
(196.8)
–
–
(196.8)
Interest-bearing loans and borrowings1
(319.2)
–
–
(319.2)
Trade and other payables
(681.0)
–
–
(681.0)
Derivative financial instruments
–
(117.5)
–
(117.5)
Other financial liabilities3
–
(157.0)
–
(157.0)
Lease liabilities (Note 22)
(65.7)
–
–
(65.7)
Non-current:
Interest-bearing loans and borrowings
(3,038.8)
–
–
(3,038.8)
Trade and other payables
(433.8)
–
–
(433.8)
Other financial liabilities3
(905.7)
(835.8)
–
(1,741.5)
Lease liabilities (Note 22)
(210.2)
–
–
(210.2)
Total
(5,851.2)
(1,110.3)
–
(6,961.5)
Net financial (liabilities)/assets
(5,005.4)
(1,067.5)
7.2
(6,065.7)
3. Prior year other financial liabilities include £1,335.5m deferred and contingent consideration, a put liability of £536.3m, £9.6m of other financial liabilities and £17.1m of
ante-post liabilities.
Fair value hierarchy
IFRS 13 requires financial assets and liabilities recorded at fair value to be categorised in three levels according to the inputs used in the
calculation of their fair value:
– Level 1 – uses quoted prices as the input to fair value calculations
– Level 2 – uses inputs other than quoted prices, that are observable either directly or indirectly
– Level 3 – uses inputs that are not observable
The following tables illustrate the Group’s financial assets and liabilities measured at fair value after initial recognition at 31 December
2024 and 31 December 2023:
2024
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Assets measured at fair value
Derivative financial instruments
–
86.4
–
86.4
Other investments
2.1
2.7
5.2
10.0
2.1
89.1
5.2
96.4
Liabilities measured at fair value
Derivative financial instruments
–
(19.6)
–
(19.6)
Deferred and contingent consideration
–
–
(886.6)
(886.6)
Other financial liabilities
–
–
(15.9)
(15.9)
–
(19.6)
(902.5)
(922.1)
Net assets/(liabilities) measured at fair value
2.1
69.5
(897.3)
(825.7)
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Strategic report
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Entain plc Annual Report 2024
200
Notes to the consolidated
financial statements
for the year ended
31 December 2024
26 Financial instruments and fair value disclosures (continued)
2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Assets measured at fair value
Derivative financial instruments
–
31.9
–
31.9
Other investments
7.1
2.5
8.5
18.1
7.1
34.4
8.5
50.0
Liabilities measured at fair value
Derivative financial instruments
–
(117.5)
–
(117.5)
Other financial liabilities
–
–
(992.8)
(992.8)
–
(117.5)
(992.8)
(1,110.3)
Net assets/(liabilities) measured at fair value
7.1
(83.1)
(984.3)
(1,060.3)
There have been no transfers of assets or liabilities recorded at fair value between the levels of the fair value hierarchy.
Movements in the Group’s level 3 financial assets and liabilities were as follows:
2024
£m
2023
£m
Net liabilities at the start of the year
(984.3)
(273.5)
Settlements
39.9
228.9
Business combinations – contingent consideration
–
(867.9)
Business combinations – other
–
(7.0)
Purchase of investment
–
3.1
Transfers to liabilities
6.4
6.4
Other
1.2
0.1
Profit and loss account – realised losses
(3.2)
(13.8)
Profit and loss account – unrealised losses
(39.8)
(46.9)
Other comprehensive income - unrealised gains/(losses) on foreign exchange
82.5
(13.7)
Net liabilities at the end of the year
(897.3)
(984.3)
Included within other financial assets and derivative financial instruments measured at fair value are: the Group’s currency swaps held
against debt instruments as an asset of £86.4m (2023: asset of £31.9m) and a liability of £19.6m (2023: £117.5m), investment in RAS
Technology, designated as fair value through other comprehensive income for £2.1m (2023: £2.1m), an investment in Scout Gaming of
£0.1m (2023: £0.3m), convertible equity instruments with Visa Inc. for £2.7m (2023: £2.5m) and Greenrun Inc. for £nil (2023: £3.1m),and
an investment fund of £nil (2023:£5.0m), all designated as fair value through profit and loss. During the prior year, the Group disposed of
its investment in Hui10 as a share-for-share exchange with Intuitive Investment Group plc (“IIG”) at a £nil profit or loss. The investment in
IIG of £5.1m is designated as fair value through other comprehensive income. The fair value of the investments at 31 December 2024 and
31 December 2023 is not materially different to their original cost.
Contingent and deferred consideration
Contingent and deferred consideration arises through business combinations, the fair value for which is reassessed at each reporting
date using updated inputs and assumptions based on the latest financial forecasts of each respective business. As at 31 December 2024
contingent and deferred consideration included within other financial liabilities was £1,161.0m (2023: £1,335.5m), including £1,056.8m
on Tab NZ as well as from the Group’s acquisitions of SuperSport, ASF Limited and 365 Scores in the prior years.
The valuation of the contingent element of consideration is subject to estimation uncertainty as the amount payable is based on various
factors, including future profitability. With the exception of Tab NZ, based on the current profit forecast and reasonable upside and
downside sensitivities, the range of potential valuations is not expected to be materially different from that provided for in the financial
statements. For Tab NZ the range of potential outcomes could be materially different from the amounts provided as it is subject to the
future performance of the business over a 25-year time period. The fair value of contingent consideration for Tab NZ at 31 December
2024 was £782.4m (2023: £788.3m). The valuation technique used for calculating the contingent consideration was a discounted cash
flow model. The key unobservable inputs for this calculation are revenue growth rates, adjusted gross profit margin and discount rate.
A 5% movement in forecast cash flows, both positive and negative, would impact the contingent consideration liability by approximately
£35m, whereas the 0.5pp movement in the discount rate would affect the liability by approximately £40m.
During the year, the Group paid £120.5m (2023: £266.7m) of deferred and contingent consideration in relation to the
aforementioned acquisitions.
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201
Notes to the consolidated
financial statements
for the year ended
31 December 2024
26 Financial instruments and fair value disclosures (continued)
Put option liability
Put option liabilities are recognised for potential cash payments related to put options issued by the Group over the equity of subsidiary
companies with changes in the value being recorded in the separately disclosed items. As at 31 December 2024 a put option liability of
£509.1m was included within financial liabilities in relation to the minority holding in Entain CEE (2023: £536.3m).
Put option liabilities are recorded at amortised cost.
The valuation of the put option liability is subject to estimation uncertainty as the amount payable is based on various factors, including
future profitability, timing of payments and market conditions.
The valuation technique used for calculating the value of the put option liability was a discounted cashflow model with a weighted
average probability of a number of scenarios relating to the various inputs. There are a number of key unobservable inputs used for the
valuation with the most sensitive being comparable company EBITDA multiples. Other key inputs include profit growth forecast, discount
rates and estimated timing of payments.
A 0.5pp movement in the discount rate, either way, would affect the liability by approximately £7m, where as a 1.0x change in the
EBITDA multiple would impact the liability by approximately £48m. A 5% adjustment to profit, in both directions, would result in a
movement in the put option liability of approximately £20m. Estimating the timing of payments is judgemental and could have various
outcomes as the put option has no expiry date but current views model scenarios between 2025 and 2027.
The amortised cost of the put option liability recognised is not materially different to fair value.
Ante-post
Ante-post liabilities are valued using methods and inputs that are not based upon observable market data. The principal assumptions
relate to anticipated gross win margins on unsettled bets. There are no reasonably probable changes to assumptions or inputs that would
lead to material changes in the fair value determined, although the final value will be determined by future sporting results.
27 Net debt
The components of the Group’s adjusted net debt are as follows:
2024
£m
2023
£m
Current assets
Cash and short-term deposits
588.9
400.6
Current liabilities
Interest-bearing loans and borrowings
(25.3)
(319.2)
Non-current liabilities
Interest-bearing loans and borrowings
(3,605.9)
(3,038.8)
Net debt
(3,042.3)
(2,957.4)
Cash held on behalf of customers
(196.6)
(196.8)
Fair value swaps held against debt instruments (derivative financial asset/(liability))
66.8
(85.6)
Deposits
20.7
48.8
Balances held with payment service providers
136.8
176.0
Sub-total
(3,014.6)
(3,015.0)
Lease liabilities
(324.5)
(275.9)
Adjusted net debt including lease liabilities
(3,339.1)
(3,290.9)
Cash held on behalf of customers represents the outstanding balance due to customers in respect of their online gaming wallets.
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Governance
144 Financial statements
Entain plc Annual Report 2024
202
Notes to the consolidated
financial statements
for the year ended
31 December 2024
28 Share capital
Number of
€0.01
ordinary
shares
Total
€m
Total
£m
Authorised:
At 31 December 2023 and 31 December 2024
773,000,000
7.7
6.4
Issued and fully paid:
At 1 January 2023
588,846,842
5.9
4.8
Allotment of shares
48,827,271
0.5
0.4
Exercise of share options
1,125,778
–
–
At 31 December 2023
638,799,891
6.4
5.2
Exercise of share options1
507,119
–
–
At 31 December 2024
639,307,010
6.4
5.2
1. Share options exercised in the year included 43,416 exercised from an existing share issue within share options disclosures in Note 31.
The Company’s share capital consists entirely of ordinary shares, accordingly all shares rank pari passu in all respects.
In the prior year, the Company issued an additional 48,827,271 of ordinary shares for net proceeds of £589.8m.
See Note 31 for further information on terms and amounts of shares reserved for issue under options.
29 Notes to the statement of cash flows
29.1 Reconciliation of loss to net cash inflow from operating activities:
2024
£m
2023
£m
Loss before tax from continuing operations
(357.4)
(842.6)
Net finance expense
107.3
197.9
Loss before tax and net finance expense from continuing operations
(250.1)
(644.7)
Loss before tax and net finance expense from discontinued operations
–
(57.8)
Loss before tax and net finance expense including discontinued operations
(250.1)
(702.5)
Adjustments for:
Impairment
457.4
289.0
Loss on disposal
–
1.0
Depreciation of property, plant and equipment
146.4
141.0
Amortisation of intangible assets
485.4
415.1
Share-based payments charge
13.3
23.6
(Increase)/decrease in trade and other receivables
(78.2)
42.2
Increase in other financial liabilities
50.7
62.7
Increase in trade and other payables
36.9
506.0
Increase/(decrease) in provisions
12.6
(1.9)
Share of results from joint venture and associate
114.2
42.9
Other
(12.4)
(9.1)
Cash generated by operations
976.2
810.0
29.2 Cash flows arising from discontinued operations:
2024
£m
2023
£m
Cash used in operating activities
–
(57.8)
Cash used in investing activities
–
–
Net cash outflow arising from discontinued operations
–
(57.8)
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Entain plc Annual Report 2024
203
Notes to the consolidated
financial statements
for the year ended
31 December 2024
29 Notes to the statement of cash flows (continued)
29.3 Reconciliation of movements of liabilities to cash flows arising from financing activities:
2024
2023
Other
loans and
borrowings
£m
Lease
liabilities
£m
Other
financial
liabilities
£m
Total
£m
Other
loans and
borrowings
£m
Lease
liabilities
£m
Other
financial
liabilities
£m
Total
£m
Balance at 1 January
3,358.0
275.9
1,898.5
5,532.4
3,114.0
280.9
462.2
3,857.1
Changes from financing cash flows
Proceeds from borrowings, net of issue costs
591.7
–
–
591.7
1,780.3
–
–
1,780.3
Repayments
(315.9)
–
(101.3)
(417.2)
(1,419.2)
–
(266.7)
(1,685.9)
Repayment of borrowings on acquisition
–
–
–
–
(9.4)
–
–
(9.4)
Repayment of lease liabilities1
–
(68.0)
–
(68.0)
–
(68.5)
–
(68.5)
Total changes from financing cash flows
275.8
(68.0)
(101.3)
106.5
351.7
(68.5)
(266.7)
16.5
Other changes
Business combination consideration (Note 32)
–
–
–
–
–
–
1,254.4
1,254.4
Recognition of put option liability (Note 32)
–
–
–
–
–
–
350.5
350.5
Interest expense/discount unwind
264.6
15.7
141.1
421.4
229.2
12.8
70.4
312.4
Interest paid2
(255.3)
(15.7)
–
(271.0)
(224.2)
(12.8)
–
(237.0)
New lease liabilities
–
132.4
–
132.4
–
45.6
–
45.6
Finance fees (Note 6)
9.1
–
–
9.1
1.0
–
–
1.0
Re-measurement adjustments and disposals
–
(11.0)
(109.7)
(120.7)
–
(7.4)
1.4
(6.0)
Total other changes
18.4
121.4
31.4
171.2
6.0
38.2
1,676.7
1,720.9
Arising on business combinations
–
–
–
–
9.4
26.9
7.0
43.3
The effect of changes in foreign exchange
(21.0)
(4.8)
(138.9)
(164.7)
(123.1)
(1.6)
19.3
(105.4)
Balance at 31 December
3,631.2
324.5
1,689.7
5,645.4
3,358.0
275.9
1,898.5
5,532.4
1. In addition to the above, the Group received £1.0m (2023: £0.2m) in respect of lease receivables resulting in a net repayment of finance leases of £67.0m (2023: £68.3m).
2. In addition to the above, the Group received £16.1m (2023: £12.4m) of interest income resulting in a net finance expense paid of £254.9m (2023: £224.6m).
Non-cash movements include amounts acquired as a result of business combinations and the amortisation of issue costs incurred in
respect of debt instruments.
30 Retirement benefit schemes
Defined contribution schemes
During the year the Group charged £20.3m of contributions (2023: £23.1m) to the consolidated income statement in relation to the
defined contribution pension schemes.
Defined benefit plans
Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that are
recognised in the consolidated balance sheet.
Following the buy-out of the Ladbrokes Pension Plan, the Group now only has one pension scheme, the Gala Coral Pension Plan, which is
a final salary pension plan for UK employees and closed to new employees and future accrual.
At retirement each member’s pension is related to their "career average earnings" for the Gala Coral Pension Plan. The weighted average
duration of the expected benefit payments from the plan is around 13 years (2023: 15 years).
The plan’s assets are held separately from those of the Group. The plan is approved by HMRC for tax purposes, and is managed by
independent Trustees. The plan is subject to UK regulations, which require the Group and Trustees to agree a funding strategy and
contribution schedule at least every three years. Under the current contribution schedule in place, the Group does not pay contributions to
Gala Coral Pension Plan but is paying the administrative costs.
There is a risk to the Group that adverse circumstances, such as a disconnect between changes in asset investment values and required
funding obligations, could lead to a requirement for the Group to make additional contributions to fund any deficit that arises. As at the
date of signing the financial statements no such event has arisen.
The results of the latest formal actuarial valuation 30 June 2022 for the Gala Coral Pension Plan was updated to 31 December 2024 by
an independent qualified actuary in accordance with IAS 19 (Revised) Employee Benefits. The value of the defined benefit obligation and
current service cost have been measured using the projected unit credit method, as required by IAS 19 (Revised). Actuarial gains and
losses are recognised immediately through other comprehensive income.
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204
Notes to the consolidated
financial statements
for the year ended
31 December 2024
30 Retirement benefit schemes (continued)
The amounts recognised in the balance sheet are as follows:
2024
£m
2023
£m
Present value of funded obligations
(235.6)
(262.6)
Fair value of plan assets
290.7
324.4
Net asset
55.1
61.8
Disclosed in the balance sheet as: Retirement benefit asset
55.1
61.8
The Group has considered the appropriate accounting treatment in respect of the pension plan surplus, considering the current
agreement with the Trustees, and concluded the recognition of the surplus is appropriate. Whilst the Trustees have discretionary rights
over the use of any surplus, the nature of the plan means that any surplus that exists once all liabilities have been settled is for the benefit
of the Group.
The amounts recognised in the income statement are as follows:
2024
£m
2023
£m
Analysis of amounts charged to the income statement
Other administrative expenses
1.4
1.3
Net interest on net asset
(2.8)
(3.0)
Total credit recognised in the income statement
(1.4)
(1.7)
The actual return on plan assets including interest over the year was a £19.5m loss (2023: £14.5m gain).
The amounts recognised in the statement of comprehensive income are as follows:
2024
£m
2023
£m
Actual return on assets less interest on plan assets
(34.1)
(0.7)
Actuarial (losses)/gains on defined benefit obligation due to changes in demographic assumptions
(0.6)
3.8
Actuarial gains/(losses) on defined benefit obligation due to changes in financial assumptions
27.0
(3.2)
Experience adjustments on benefit obligation
(0.4)
(3.6)
Actuarial losses recognised in the statement of comprehensive income
(8.1)
(3.7)
Changes in the present value of the defined benefit obligation are as follows:
2024
£m
2023
£m
At 1 January
(262.6)
(259.4)
Interest on obligation
(11.8)
(12.2)
Actuarial losses due to changes in demographic assumptions
(0.6)
3.8
Actuarial gains due to changes in financial assumptions
27.0
(3.2)
Experience adjustments on obligations
(0.4)
(3.6)
Benefits paid
12.8
12.0
At 31 December
(235.6)
(262.6)
Changes in the fair value of plan assets are as follows:
2024
£m
2023
£m
At 1 January
324.4
323.2
Interest on plan assets
14.6
15.2
Administrative expenses
(1.4)
(1.3)
Actual return less interest on plan assets
(34.1)
(0.7)
Benefits paid
(12.8)
(12.0)
At 31 December
290.7
324.4
The Group did not contribute to the plan in 2024 and does not expect to in 2025. The Group will however continue to meet the
administrative expenses of the Gala Coral Pension Plan scheme.
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Strategic report
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Governance
144 Financial statements
Entain plc Annual Report 2024
205
Notes to the consolidated
financial statements
for the year ended
31 December 2024
30 Retirement benefit schemes (continued)
The major categories of plan assets as a percentage of total plan assets are as follows:
2024
%
2023
%
Equities
3.0
2.0
Diversified growth funds
5.0
5.0
Liability-driven investment
47.0
48.0
Multi-asset credit
0.0
3.0
Corporate bonds
37.0
34.0
Private credit
7.0
8.0
Cash and cash equivalents
1.0
–
100.0
100.0
At 31 December 2024, the plan assets were categorised as Level 1 of £1.6m, Level 2 of £268.1m (2023: £297.5m) and as Level 3 of
£21.0m (2023: £26.9m). Definition of fair value level categories are set out in Note 26.
The plan does not invest directly in property occupied by the Group or in financial securities issued by the Group. Although, as the plan
holds pooled investment vehicles, there may at times be indirect employer-related investment. At 31 December 2024 there were no
employer-related investments (2023: 0.1%) in the plan’s total assets.
The investment strategy is set by the Trustees of the plans in consultation with the Group. For the Gala Coral Plan the current long-term
strategy is to invest in a low-risk matching bond portfolio with a relatively small investment in return seeking funds.
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages where appropriate):
2024
% p.a.
2023
% p.a.
Discount rate
5.4
4.6
Price inflation (CPI)
2.2
2.0
Price inflation (RPI)
3.1
3.0
Future pension increases
– LPI 5% (CPI)
3.0
2.9
– LPI 2.5% (CPI)
2.1
2.0
Post-retirement mortality assumed for most members is based on the standard SAPS mortality table with the CMI 2023 projections
which considers future improvements, adjusted to reflect plan-specific experience.
The assumption used implies that the expected lifetime of members for the scheme is:
2024
2023
Male aged 45 for year ended
87.0
87.0
Female aged 45 for year ended
89.6
89.5
Male aged 65 for year ended
85.8
85.8
Female aged 65 for year ended
88.2
88.1
Changes to the assumptions will impact the amounts recognised in the consolidated balance sheet and the consolidated statement of
comprehensive income in respect of the plan. For the significant assumptions, the following sensitivity analysis provides an indication of
the impact on the defined benefit obligation for the year ended 31 December 2024:
2024
%
2023
%
– 0.5% p.a. decrease in the discount rate
6.5
7.1
– 0.5% p.a. increase in price inflation
4.4
5.0
– One-year increase in life expectancy
3.3
3.4
These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assuming no other
changes in market conditions at the accounting date. This is unlikely in practice, for example, a change in discount rate is unlikely to occur
without any movement in the value of the assets held by the plan.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others
relating to the validity of certain historical pension changes due to the lack of actuarial confirmation required by law. In July 2024, the
Court of Appeal dismissed the appeal brought by Virgin Media Ltd against aspects of the June 2023 decision. This case may have
implications for other UK defined benefit plans. The Company and pension scheme trustees’ advisors are reviewing the potential
implications of the case for the Pension and Life Assurance Scheme. The defined benefit obligation has been calculated on the basis of
the pension benefits currently being administered, and at this stage we do not consider it necessary to make any adjustments as a result
of the Virgin Media case.
1
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Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
206
Notes to the consolidated
financial statements
for the year ended
31 December 2024
31 Share-based payments
The following options to purchase €0.01 ordinary shares in the Group were granted, exercised, forfeited or existing at the year end:
Date of grant
Exercise price
Existing at
1 January
20241
Granted
in the year
Cancelled
or forfeited
in the year
Exercised
in the year
Existing at
31 December
2024
Exercisable at
31 December
2024
Vesting
criteria
16-Dec-2016
422p
339,338
–
–
–
339,338
339,338
Note a
28-Dec-2017
0p
3,392
–
–
–
3,392
3,392
Note b
26-Mar-2019
0p
20,405
–
–
–
20,405
20,405
Note c
10-Jun-2020
0p
38,486
–
–
(31,894)
6,592
6,592
Note d
24-Mar-2021
0p
834,975
–
(691,198)
(133,695)
10,082
10,082
Note e
04-May-2021
1264p
521,415
–
(205,415)
–
316,000
316,000
Note f
18-Mar-2022
0p
1,038,214
–
(124,956)
–
913,258
–
Note g
18-Mar-2022
0p
95,463
–
–
–
95,463
–
Note h
26-Apr-2022
1333p
540,185
–
(182,667)
(157)
357,361
–
Note f
28-Jun-2022
0p
385,466
–
(32,476)
(342,958)
10,032
10,032
Note i
21-Mar-2023
0p
74,699
–
–
–
74,699
–
Note h
25-Apr-2023
1008p
885,545
–
(219,054)
(16)
666,475
–
Note f
04-May-2023
0p
729,406
–
(145,346)
–
584,060
–
Note j
16-Jun-2023
0p
1,275,465
–
(193,177)
–
1,082,288
–
Note j
11-Mar-2024
0p
–
3,734,019
(207,607)
–
3,526,412
–
Note k
11-Mar-2024
0p
–
39,346
–
–
39,346
–
Note h
25-Apr-2024
607p
–
1,986,695
(192,278)
(41,815)
1,752,602
–
Note f
08-Jul-2024
0p
–
27,670
–
–
27,670
–
Note k
10-Sept-2024
0p
–
584,893
–
–
584.893
–
Note k
Total Schemes
6,782,454
6,372,623
(2,194,174)
(550,535)
10,410,368
705,841
1. Prior year numbers have been adjusted to include the Deferred Bonus Plans previously excluded.
Note a:
2016 MIP Plan – These equity settled awards were issued on completion of the acquisition of bwin.party. The options vest and became exercisable, subject to the
satisfaction of a performance condition, over 30 months, with one-ninth vesting six months after the date of grant and a further ninth vesting at each subsequent quarter.
The options lapse, if not exercised, on 2 February 2026. The performance condition is comparator total shareholder return (“TSR”) of the Group against the FTSE 250.
Each ninth of the shares will have its TSR condition reviewed from the date of grant until the relevant testing date. To the extent the TSR is not met at that time, it is tested
again the following quarter and, if necessary, at the end of the 30-month vesting period. In order to vest, the TSR of the Group must rank at median or above against the
FTSE 250.
Note b:
2017 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative Earnings Per Share (“EPS”) exceeding 180 Euro cents, with a pro-rata increase in the amount vesting between 180 cents
and 214 cents, and TSR performance conditions being met which are split with equal weighting.
Note c:
2019 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards that vested was conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 184p, with a pro-rata increase in the amount vesting between
184p and 214p, and TSR performance conditions being met which are split with equal weighting.
Note d:
2020 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 267p, with a pro-rata increase in the amount vesting between 267p
and 295p, and certain TSR performance conditions being met which are split with the weighting of one third based on EPS and two thirds relating to TSR conditions. There
were also a number of restricted share plan shares issued during 2020 against which service conditions apply.
Note e:
2021 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 255p, with a pro-rata increase in the amount vesting between 255p
and 296p, and certain TSR performance conditions being met which are split with the weighting of one-third based on EPS and two-thirds relating to TSR conditions.
Note f:
Employee Sharesave Plan – From 2021 onwards, the Group set up annual Employee Sharesave plans. Under these plans employees of the Group can subscribe up to a
maximum of £100 a month per plan to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The
vesting period is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.
Note g:
2022 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on certain TSR performance conditions being met.
Note h:
Deferred Bonus Plan – 50% of the Executive Director’s annual bonus is deferred into shares. These awards normally vest at the end of three years, subject to continued
employment or approval of good leaver treatment. Further details are provided in the Directors’ Renumeration Report.
Note i:
2022 Employee Free Share Plan – During 2022 the Group set up an Employee Free Share plan. Under this plan each employee of the Group has been granted 22 free shares
for a vesting period of two years. The shares will vest conditional upon continued employment at the end of the two years.
Note j:
2023 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on certain TSR performance conditions being met.
Note k:
2024 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on certain TSR performance conditions being met.
The charge to share-based payments within the consolidated income statement in respect of these options in 2024 was £13.3m
(2023: £21.7m) which related entirely to equity settled options.
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207
Notes to the consolidated
financial statements
for the year ended
31 December 2024
31 Share-based payments (continued)
Weighted average exercise price of options
The number and weighted average exercise prices of share options are as follows:
Weighted
average
exercise price
31 December
2024
Number
of options
31 December
2024
Weighted
average
exercise price
31 December
20231
Number
of options
31 December
20231
Outstanding at the beginning of the year
356p
6,782,454
323p
5,657,008
Granted during the year
189p
6,372,623
312p
3,260,512
Exercised during the year
47p
(550,535)
11p
(1,069,251)
Cancelled or forfeited in the year
383p
(2,194,174)
393p
(1,065,815)
Outstanding at the end of the year
265p
10,410,368
356p
6,782,454
Exercisable at the end of the year
769p
705,841
357p
401,621
1. Prior year numbers have been adjusted to include the Deferred Bonus Plans previously excluded.
The options outstanding at 31 December 2024 have a weighted average contractual life of 1.6 years (31 December 2023: 1.5 years).
Valuation of options
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted.
The Group engaged third-party valuation specialists to provide a fair value for the options.
All LTIP plans are valued using both a Black Scholes valuation model and Monte Carlo valuation for the cumulative EPS and TSR
conditions respectively.
Fair value of share options and assumptions:
Date of grant
Share price at
date of grant
(£)
Exercise price
(£)
Expected
volatility
%
Exercise
multiple
Expected
dividend yield
Risk-free rate
%
Fair value at
measurement
date
(£)
Dec-16
6.48
4.22
28%–30%
n/a
n/a
–
1.43–1.94
Dec-17
9.34
–
26.6%
n/a
n/a
0.40%
7.39–9.34
Mar-19
4.96
–
31.5%
n/a
n/a
0.70%
1.90–4.96
Jun-20
7.86
–
33.2%
n/a
n/a
0.30%
3.54–7.86
Mar-21
15.25
–
52.8%
n/a
2.0%
0.01%
10.03–11.27
May-21
16.46
12.64
51.3%
n/a
2.0%
0.02%
6.75
Mar-22
16.66
–
51.5%
n/a
1.2%
1.4%
10.77–12.35
Apr-22
14.74
13.33
50.1%
n/a
1.3%
1.60%
5.66
Jun-22
13.04
–
n/a
n/a
n/a
n/a
13.04
Mar-23
12.38
–
41.0%
n/a
1.7%
4.68%
5.48
Apr-23
14.39
10.08
41.3%
n/a
1.4%
3.59%
6.39
May-23
14.70
–
41.0%
n/a
1.7%
4.68%
5.48
Jun-23
12.21
–
41.0%
n/a
1.7%
4.68%
5.48
Mar-24
7.35
–
38.2%
n/a
2.6%
3.92%
3.04
Apr-24
8.09
6.07
38.9%
n/a
2.4%
4.25%
3.11
Jul-24
6.32
–
38.2%
n/a
2.6%
3.92%
3.04
Sep-24
6.79
–
38.2%
n/a
2.6%
3.92%
3.04
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208
Notes to the consolidated
financial statements
for the year ended
31 December 2024
32 Business combinations
There have been no business combinations during the year or adjustments to valuations on business combinations from prior years.
Summary of acquisitions in the prior year:
Acquisitions during the prior year relate primarily to online gaming activities. Tab NZ and STS also have retail estates. Fair values were
determined on the basis of an initial assessment performed by an independent professional expert.
NZ Ent Limited (trading as Tab NZ)
On 1 June 2023, the Group completed the acquisition of a business (NZ Ent Limited) which entitles them to the exclusive license to
operate and run the brand of Tab NZ in New Zealand for 25 years for an initial payment of £85.3m with a further £10.6m paid following
acquisition. As part of the acquisition, the Group has also committed to make minimum guaranteed funding payments to Tab NZ (the
seller) in the first five years post completion, with further contingent payments due up to and including year 25. As there are no ongoing
obligations or service requirements on the selling party, these payments have been deemed to form part of consideration under IFRS
3 rather than ongoing deductions on profits. As such, based on forecast performance for the Group’s New Zealand business and the
estimated returns on the potential introduction of geo-blocking, which could be significant, the discounted estimate of consideration for
the Tab NZ acquisition was £1,208.7m, which was considered to be equal to the fair value.
In accordance with IFRS 3, as control had been obtained, the business was consolidated from the point of acquisition.
Details of the purchase consideration, and the values of net assets acquired and goodwill are as follows:
Fair value
£m
Intangible assets (excluding goodwill)
894.6
Property, plant and equipment
17.4
Trade and other receivables
24.6
Cash and cash equivalents
10.2
Deferred tax asset
309.8
Deferred tax liability
(242.6)
Trade and other payables
(45.3)
Lease liabilities
(10.5)
Total
958.2
Net assets acquired
958.2
Goodwill
250.5
Total net assets acquired
1,208.7
Consideration:
Cash
96.6
Deferred consideration
386.5
Contingent consideration
725.6
Total consideration
1,208.7
STS Holdings SA
On 23 August 2023, a Group subsidiary, Entain CEE, acquired 99.28% of STS Holdings S.A. (“STS”) at a purchase price of PLN 24.80
per share. As part of the acquisition and the funding of Entain CEE’s purchase of STS, the majority shareholder in STS acquired a 10%
economic stake in the enlarged Entain CEE business for cash with the existing minority shareholder, EMMA Capital, also subscribing for
additional equity in Entain CEE for cash to fund their economic proportion of the acquisition. Total consideration for the acquisition of STS
was £748.6m, with minority holdings, including the remaining 0.72% of shares not acquired as part of the initial purchase, contributing
£313.5m of the consideration. As the former majority shareholder in STS and EMMA Capital have put options on their equity stake in
Entain CEE, the Group has recognised an equivalent financial liability for these two put options (see Note 26).
Post the acquisition, the remaining 0.72% of equity in STS has been acquired by Entain CEE, with each parent contributing in line with
their economic interest in Entain CEE.
In accordance with IFRS 3, as the Entain Group exercises control of CEE and therefore indirectly controls STS, the business was
consolidated from the point of acquisition.
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209
Notes to the consolidated
financial statements
for the year ended
31 December 2024
32 Business combinations (continued)
Details of the purchase consideration, and the values of net assets acquired and the goodwill are as follows:
Fair value
£m
Intangible assets (excluding goodwill)
401.3
Property, plant and equipment
22.6
Trade and other receivables
5.6
Cash and cash equivalents
56.7
Deferred tax liability
(74.8)
Trade and other payables
(21.5)
Lease liabilities
(15.4)
Total
374.5
Net assets acquired
374.5
Goodwill
374.1
Total net assets acquired
748.6
Consideration:
Cash
435.1
Non-controlling interest
313.5
Total consideration
748.6
Other business combinations
BetCity
On 11 January 2023, the Group acquired 100% of the share capital of BetCity for initial consideration of €305m, including working capital
adjustments, with further contingent amounts payable in 2024 and beyond subject to financial performance. Based on financial forecasts
at the point of acquisition, total discounted consideration has been assessed as €362m. Amounts payable are capped at €550m.
In accordance with IFRS 3, as control had been obtained, the business was consolidated from the point of acquisition.
365Scores
On 30 March 2023, the Group acquired 100% of the share capital of 365Scores for $157m including working capital adjustments,
with further contingent payments payable subject to the achievement of certain financial targets capped at $10m. Based on financial
forecasts at the point of acquisition, total discounted consideration has been assessed as $161m.
In accordance with IFRS 3, as control had been obtained, the business was consolidated from the point of acquisition.
Tiidal Gaming
On 9 June 2023, the Group acquired 100% of the share capital of Tiidal Gaming for £7.8m. There are no contingent consideration elements
in the acquisition.
In accordance with IFRS 3, as control had been obtained, the business was consolidated from the point of acquisition.
ASF Limited (trading as Angstrom)
On 29 September 2023, the Group completed the acquisition of ASF Ltd, acquiring 100% of the share capital of the business for
initial consideration of $93.5m with up to an additional $65.0m ($82.7m undiscounted) payable subject to the achievement of certain
milestones. Based on forecasts for the business’ performance post acquisition, total discounted consideration has been assessed as
$138.5m.
In accordance with IFRS 3, as control had been obtained, the business was consolidated from the point of acquisition.
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210
Notes to the consolidated
financial statements
for the year ended
31 December 2024
32 Business combinations (continued)
Details of the total purchase consideration, and the values of net assets acquired and goodwill on the acquisition of BetCity, 365Scores,
Tiidal Gaming, and Angstrom are as follows:
Fair value
£m
Intangible assets (excluding goodwill)
216.7
Property, plant and equipment
2.1
Trade and other receivables
26.2
Cash and cash equivalents
21.0
Deferred tax liability
(51.5)
Loans and borrowings
(9.4)
Trade and other payables
(49.3)
Lease liability
(1.0)
Total
154.8
Net assets acquired
154.8
Goodwill
442.9
Total net assets acquired
597.7
Consideration:
Cash
455.4
Deferred consideration
142.3
Total consideration
597.7
All of the acquired businesses contributed revenues in 2023 of £357.6m and underlying profit before tax of £34.9m.
Had the acquisitions occurred on the first day of 2023, the prior year revenue for the Group would have been £4,990.2m with an
underlying profit before tax of £493.4m.
Included in the valuation of goodwill is the value attributed to acquired workforce, and the benefit of future trading potential including
synergies arising as part of the acquisition.
33 Commitments and contingencies
AUSTRAC
On 16 December 2024, the Australian Transaction Reports and Analysis Centre ("AUSTRAC") commenced civil penalty proceedings in
the Federal Court of Australia against Entain Group Pty Ltd, the Group's subsidiary in Australia ("Entain Australia").
The proceedings against Entain Australia relate to alleged contraventions of the Australian Anti-Money Laundering and Counter-
Terrorism Financing Act 2006 (the "Act"), identified as part of AUSTRAC's enforcement investigation of Entain Australia (the
“Investigation”). As the Group has previously disclosed, the Investigation was announced by AUSTRAC in September 2022. The
Investigation has now concluded, with the only outcome being the civil penalty proceedings.
A Statement of Claim regarding the proceedings has not been issued as at the date of approval of the annual report and accounts and
a provision has not been recognised as it is not possible to reliably estimate the quantum or timing of any fine. Previous penalties in
AUSTRAC proceedings in the gaming sector have been material, ranging from AU$45m to AU$450m. Therefore, it is possible that the
proceedings may result in a penalty being levied which could potentially be material. All cases are different and there is inherent risk in
drawing conclusions from previously settled cases. The level of any penalty is ultimately a matter for the Federal Court of Australia.
It is expected that the Statement of Claim will be issued in mid-March and, in other cases settled with AUSTRAC, it has taken between 10
and 20 months after the issuance of the Statement of Claim for the proceedings to conclude. Another set of proceedings against another
entity has been ongoing for 26 months and is still unresolved. It is therefore difficult to predict how long the proceedings against Entain
Australia will last.
Greek Tax
In November 2021, the Athens Administrative Court of Appeal ruled in favour of the Group’s appeal against the tax assessments raised
by the Greek tax authorities in respect of alleged unpaid taxes and penalties for the years 2010 and 2011. In February 2022, the Greek
tax authorities appealed against the judgements to the Greek Supreme Administrative Court. While the Group expects to be successful
in defending the appeals by the Greek tax authorities, should the Greek Supreme Administrative Court rule in favour of the Greek tax
authorities, then the Group could become liable for the full 2010 and 2011 assessments plus interest, an estimated total of €300m at
31 December 2024.
The appeals were due to be heard before the Greek Supreme Administrative Court at various dates in 2024 but have been deferred to
30 April 2025 and 14 May 2025.
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211
Notes to the consolidated
financial statements
for the year ended
31 December 2024
33 Commitments and contingencies (continued)
Shareholder Litigation
On 30 November 2024 and 2 December 2024, Entain plc was served with two claims brought by two groups of shareholders which
arise from the circumstances and disclosures relating to GVC’s legacy Turkish-facing business and the investigation by HMRC into those
operations. The investigation was concluded upon the entry by Entain plc into a Deferred Prosecution Agreement with the UK Crown
Prosecution Service on 5 December 2023.
Provision has not been made against these claims as they are not considered probable to result in an economic outflow, nor is it possible
to estimate the likely quantum and timing of any possible outflow given their early stage. Consistent with any claims of this nature, there
is inherent uncertainty in the final outcome which could be material.
Player Claims
Germany
As with other operators in the industry, companies in the Group face claims initiated in Germany by German customers for a period
relating to before the Group held a German local gambling licence. In brief, the claimants seek the return of their gambling losses alleging
that the relevant underlying contracts between the claimant and the applicable Group companies are not enforceable due to the
companies not holding a local gambling licence at the relevant time. The Group’s position is that it held Gibraltarian and Maltese licences
at the relevant time that entitled it to offer its services into Germany in compliance with EU law. In addition, certain German Courts have
established that the contracts are enforceable.
The claims made against the Group amount to €101.8m (£84.4m) as at 31 December 2024. The Group has not made any provision for
these claims as it does not consider that the law is established in this area. Consequently, these claims are not considered to result in a
probable economic outflow and, as such, no provision has been made in the Income Statement. Consistent with any claims of this nature,
there can be uncertainty surrounding the final outcome.
Austria
As with other operators in the industry, companies in the Group face claims initiated in Austria by Austrian customers. In brief, the
claimants seek the return of their casino and poker losses, alleging that the relevant underlying contracts between the claimant and the
applicable Group companies are not enforceable because the companies do not hold a local gambling licence. The Group’s position is
that it holds a Maltese licence that entitles it to offer its services into Austria and that it is compliant with EU law. The Group’s approach
is to manage the claims against it as efficiently as possible, including entering into settlements where appropriate. The cost of these
settlements are not material to the Group.
Bet MGM loan guarantee
BetMGM, the Group's joint venture, took out a $150m revolving credit facility in December 2024. It was secured and undrawn as at the
year end. 50% of this facility is guaranteed by Entain Group. The likelihood of this being called upon is considered remote.
34 Related party disclosures
Other than its associates and joint venture, the related parties of the Group are the Executive Directors, Non-Executive Directors and
members of the Executive Committee of the Group.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between the Group and its associates and joint venture and other related parties are disclosed below.
During the year, Group companies entered into the following transactions with related parties who are not members of the Group:
2024
£m
2023
£m
Equity investment
– Joint venture1
19.8
40.7
Sundry expenditure
– Associates2
(50.7)
(51.4)
– Joint venture3
(10.8)
–
Sundry income
– Associates2
–
21.5
– Joint venture3
17.3
–
1. Equity investment in BetMGM.
2. Payments in the normal course of business made to Sports Information Services (Holdings) Limited.
3. Payments in the normal course of business made to Premier Greyhound Racing Limited.
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212
Notes to the consolidated
financial statements
for the year ended
31 December 2024
34 Related party disclosures (continued)
Details of related party outstanding balances
2024
£m
2023
£m
Other amounts outstanding
– Joint venture receivables
89.6
54.7
– Joint venture payables
(10.8)
–
– Associates receivables
–
3.2
– Associates payables
(0.4)
(0.1)
Terms and conditions of transactions with related parties
Sales to, and purchases from, related parties are made at market prices and in the ordinary course of business. Outstanding balances
at 31 December 2024 are unsecured and settlement occurs in cash. For the year ended 31 December 2024, the Group has not raised
any provision (2023: £nil) for doubtful debts relating to amounts owed by related parties as the payment history has been good.
This assessment is undertaken each financial year through examining the financial position of the related party and the market in which
the related party operates.
Transactions with Directors and key management personnel of the Group
For details of Directors’ remuneration please refer to the Directors’ remuneration table included on pages 123 to 126 of this report.
The remuneration of key management personnel is set out below in aggregate for each of the categories specified in IAS 24 Related
Party Disclosures. Key management personnel comprise Executive Directors and members of the Executive Management Team.
Further information about the remuneration of individual Directors is provided in the Directors’ remuneration report.
2024
£m
2023
£m
Short-term employee benefits
10.2
7.3
Redundancy/loss of office
–
1.6
Pension-related costs
0.2
0.3
Share-based payments
5.2
10.7
Total compensation paid to key management personnel
15.6
19.9
The consolidated financial statements include the financial statements of Entain plc and its subsidiaries. The companies listed below are
those which were part of the Group at 31 December and therefore the results, cash flows and balance sheets of all subsidiaries listed are
consolidated into the Group financial statements, furthermore the results of joint ventures and associates are accounted for in accordance
with the policy set out in Note 4.
Subsidiaries based in the United Kingdom
Registered address
Company
% equity interest
2024
2023
7th Floor,
One Stratford Place,
Westfield Stratford City,
Montfichet Road,
London,
United Kingdom,
E20 1EJ
Arthur Prince (Turf Accountants) Limited5
100.0
100.0
Bartletts Limited5
100.0
100.0
Birchgree Limited4
100.0
100.0
Bloxhams Bookmakers Limited5
100.0
100.0
Brickagent Limited5
100.0
100.0
ASF Limited
100.0
100.0
Cashcade Limited
100.0
100.0
CE Acquisition 1 Limited4
100.0
100.0
Chas Kendall (Turf Accountant) Limited5
100.0
100.0
Choicebet Limited5
100.0
100.0
C L Jennings (1995) Limited5
100.0
100.0
Competition Management Services Co. Limited5
97.5
97.5
Coral (Holdings) Limited4
100.0
100.0
Coral (Stoke) Limited5
100.0
100.0
Coral Estates Limited
100.0
100.0
Coral Eurobet Limited
100.0
100.0
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213
Notes to the consolidated
financial statements
for the year ended
31 December 2024
34 Related party disclosures (continued)
Registered address
Company
% equity interest
2024
2023
Coral Eurobet Holdings Limited4
100.0
100.0
Coral Group Limited4
100.0
100.0
Coral Group Trading Limited4
100.0
100.0
Coral Limited4
100.0
100.0
Coral Racing Limited
100.0
100.0
Coral Stadia Limited4
100.0
100.0
E.F. Politt & Son Limited5
100.0
100.0
Electraworks Maple Limited3
100.0
100.0
Entain Holdings (UK) Limited1,2,4
100.0
100.0
Entain Marketing (UK) Limited4
100.0
100.0
Entain Services Limited5
100.0
100.0
Entain Wave Limited5
100.0
100.0
Gable House Estates Limited5
100.0
100.0
Ganton House Investments Limited
100.0
100.0
Greatmark Limited
100.0
100.0
Hillford Estates Limited5
75.0
75.0
Hindwain Limited5
100.0
100.0
Impala Digital Limited4
100.0
100.0
Interactive Sports Limited5
100.0
100.0
J. Ward Hill & Company5
100.0
100.0
Jack Brown (Bookmaker) Limited5
100.0
100.0
Jerusalem Development (Mamilla) Co. Limited5
100.0
100.0
Jerusalem Development Corporation (Holdings) Limited4,5
100.0
100.0
Joe Jennings Limited5
100.0
100.0
Krullind Limited5
100.0
100.0
Ladbroke & Co., Limited5
100.0
100.0
Ladbroke (Rentals) Limited5
100.0
100.0
Ladbroke City & County Land Company Limited5
100.0
100.0
Ladbroke Dormant Holding Company Limited4,5
100.0
100.0
Ladbroke Entertainments Limited
100.0
100.0
Ladbroke Group4
100.0
100.0
Ladbroke Group Homes Limited5
100.0
100.0
Ladbroke Group Properties Limited4,5
100.0
100.0
Ladbroke Land Limited5
100.0
100.0
Ladbroke US Investments Limited4
100.0
100.0
Ladbrokes Betting & Gaming Limited2,3,4
100.0
100.0
Ladbrokes Coral Corporate Director Limited5
100.0
100.0
Ladbrokes Coral Corporate Secretaries Limited5
100.0
100.0
Ladbrokes Coral Group Life Benefits Trustee Limited5
100.0
100.0
Ladbrokes Coral Group Limited2,4
100.0
100.0
Ladbrokes Coral Group Pension Trustee Limited5
100.0
100.0
Ladbrokes E-Gaming Limited5
100.0
100.0
Ladbrokes Group Finance plc2
100.0
100.0
Ladbrokes Investments Holdings Limited4
100.0
100.0
Ladbrokes IT & Shared Services Limited5
100.0
100.0
Ladbrokes Trustee Company Limited5
100.0
100.0
Lightworld Limited4,5
100.0
100.0
London & Leeds Estates Limited5
100.0
100.0
Margolis and Ridley Limited5
100.0
100.0
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
214
Notes to the consolidated
financial statements
for the year ended
31 December 2024
Registered address
Company
% equity interest
2024
2023
New Angel Court Limited5
100.0
100.0
Reg. Boyle Limited
100.0
100.0
Reuben Page Limited5
100.0
100.0
Romford Stadium Limited
100.0
100.0
Rousset Capital Limited5
100.0
100.0
Sponsio Limited5
100.0
100.0
Sporting Odds Limited2,3
100.0
100.0
Sportingbet (IT Services) Limited5
100.0
100.0
Sportingbet (Management Services) Limited5
100.0
100.0
Sportingbet Holdings Limited4
100.0
100.0
Sportingbet Limited4
100.0
100.0
Sports (Bookmakers) Limited5
100.0
100.0
Techno Land Improvements Limited5
100.0
100.0
Town and County Factors Limited
100.0
100.0
Vegas Betting Limited5
100.0
100.0
Ventmear Limited4
100.0
100.0
Vernon Sports Data5
100.0
100.0
1 Bartholomew Lane,
London, United Kingdom
EC2N 2AX
Techno Limited
84.0
84.0
77A Andersonstown Road,
Belfast, United Kingdom
BT11 9AH
Ladbrokes (Northern Ireland) (Holdings) Limited4
100.0
100.0
Ladbrokes (Northern Ireland) Limited5
100.0
100.0
North West Bookmakers Limited2,3
100.0
100.0
Subsidiaries based overseas
Registered address
Company
% equity interest
2024
2023
East Tower, Level 2,
25 Montpelier Road,
Bowen Hills,
QLD 4006
Australia
Ennovate Investments Pty Limited
100.0
100.0
Ennovate Labs Pty Limited
100.0
100.0
Entain Group Pty Limited2,3
100.0
100.0
Gaming Investments Pty Limited4
100.0
100.0
Ladbrokes Racing Club Pty Limited
100.0
100.0
LB Australia Holdings Pty Limited4
100.0
100.0
Neds International Pty Limited4
100.0
100.0
Neds.com.au Pty Limited4
100.0
100.0
17 Atlantic Dr, Keysborough,
VIC 3173 Australia
Full House Group Pty Limited3
100.0
33.3
2 Kosmala Close, Newington,
NSW 2127, Australia
Innquizitive Pty Limited
100.0
100.0
Suite 902, Level 9,
146 Arthur Street, North Sydney,
NSW 2060, Australia
Angstrom Sports Australia Pty Ltd
100.0
100.0
Marxergasse 1b,
1030 Vienna,
Austria
Entain Services Australia GmbH
100.0
100.0
100.0
100.0
100.0
100.0
Chaussée de Wavre 1100 Box 3,
1160 Auderghem,
Belgium
Ladbroke Belgium SA4
100.0
100.0
Pari Mutuel Management Services S.A.
100.0
100.0
N.V. Derby S.A.2,3,4
100.0
100.0
Redsports.be SRL/BV
100.0
100.0
Tiercé Ladbroke S.A.3
100.0
100.0
Tilt SRL/BV
100.0
100.0
34 Related party disclosures (continued)
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
215
Notes to the consolidated
financial statements
for the year ended
31 December 2024
Registered address
Company
% equity interest
2024
2023
Alameda Rio Negro 111 1030,
Andar 2 Conj 206 Torre Stadium Corpor, Alphaville
Industrial Barueri; Sao Paulo, 06454911, Brazil
365 Scores Midia Ltda
100.0
100.0
Belmont Chambers,
Road Town,
Tortola,
British Virgin Islands
Creative Trend Limited5
CTL Holdings International Limited5
SRL Holdings International Limited5
Sunrise Resources Limited5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Jayla Place, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
Westman Holdings Limited5
100.0
100.0
55 Nikola Vaptsarov Blvd, Office Park Expo 2000,
Building Phase 4, Floor 3, Lozenets Area, Sofia
1407, Bulgaria
Entain Services (Bulgaria) EOOD
100.0
100.0
1565 Carling Avenue, Suite 400, Ottawa,
Ontario K1Z 8R1, Canada
Entain Operations Canada Limited
100.0
100.0
100-2006 Old Malone Road, Kahnawake, Quebec
J0L1B0, Canada
Kahnawake Management Services Inc
100.0
100.0
1500 Royal Centre, 1055 West Georgia Street,
Vancouver
BC V6E 4N7, Canada
Angstrom Sports Canada Inc.
100.0
100.0
5B, First Floor, St Anne’s House, Victoria
Street, Alderney, GY9 3UF, Channel Islands
Interactive Sports (C.I.) Limited4
100.0
100.0
Quay House, South Esplanade
St, Peter Port, Guernsey, GY1 4EJ,
PO Box 132, Channel Islands
Longfrie Limited5
100.0
100.0
1st Floor, Liberation House,
Castle Street, St. Helier, JE1 1GL,
Jersey, Channel Islands
Ladbroke (Channel Islands) Limited3
Maple Court Investments (Jersey) Limited5
100.0
100.0
Block 3, The Forum, Grenville Street,
St. Helier JE2 4UF, Jersey
Avid International Limited
100.0
100.0
13/F, Gloucester Tower, The Landmark,
15 Queen’s Road, Central Hong Kong, China
GVC Technology Consulting (Asia) Co Limited
100.0
100.0
CR 15 # 106 32 Of P H 3,
BOGOTA D.C., Colombia
Bwin Latam S.A.S.
100.0
100.0
Krcka Ulica 18d 10000
Zagreb, Croatia
Emma Gamma Adriatic d.o.o.
67.5
67.5
Puni Broj d.o.o.
67.5
67.5
SuperSport d.o.o.2,3
67.5
67.5
SuperSport marketing d.o.o.
67.5
67.5
Ulica Josipa Marohnića 1/1, Zagreb, Croatia
minus5 d.o.o
75.0
75.0
Emancipatie Boulevard Dominico F. “Don” Martina
29, Curaçao
GVC Services B.V.5
100.0
100.0
Heelsumstraat 51 E-Commerce Park , Curaçao P.O
Box 422
Best Global N.V.5
100.0
100.0
Kaya Richard J. Beaujon Z/N Landhuls Joonchi II ,
Curaçao PO Box 6248
Elec Games N.V.5
100.0
100.0
15 Agion Omologiton, Nicosia, 1080, Cyprus
Bellingrath Enterprises Limited4
100.0
100.0
Na Zatorka, 672/24, Bubeneÿ
Prague, 18600, Czech Republic
Sporticon Development s.r.o.
67.5
67.5
Karolinská 650/1, Kralín,
Prague, 18600, Czech Republic
Betsys, s.r.o.4
67.5
50.0
Fruebjergvej 3, Copenhagen, 2100, Denmark
Interactive Sports (Denmark) ApS
100.0
100.0
Lootsa tn 1°, Lasnamae Linnaosa,
11415, Estonia
Ninja Global OU5
100.0
100.0
Optiwin OU3
100.0
100.0
Unioninkatu 24, Helsinki, 00130, Finland
Finnplay Technologies Oy
100.0
100.0
19 Boulevard Malesherbes, 75008,
Paris, France
B.E.S. S.A.S.
100.0
100.0
34 Related party disclosures (continued)
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
216
Notes to the consolidated
financial statements
for the year ended
31 December 2024
34 Related party disclosures (continued)
Registered address
Company
% equity interest
2024
2023
Linden Palais, Unter den Linden 40, 10117
Berlin, Germany
Entain (Germany) GmbH
100.0
100.0
Apt. 48, N19, Vake District, Kavtaradze Str.,
Tbilisi, Georgia
Entain Georgia LLC4
100.0
100.0
Vake District, Kavtaradze Str., No 5, Entrance 2,
Floor 2, Office Space No 2, Tbilisi, Georgia
MARS LLC2,3
100.0
100.0
Suite 6, Atlantic Suites,
Europort Avenue, Gibraltar
Bingo Marketing Limited5
100.0
100.0
bwin.party holdings Limited4
100.0
100.0
bwin.party services (Gibraltar) Limited5
100.0
100.0
Coral Interactive (Gibraltar) Limited5
100.0
100.0
ElectraGames Limited4
100.0
100.0
ElectraWorks Limited2,3,4
100.0
100.0
Gala Coral Interactive (Gibraltar) Limited4,5
100.0
100.0
Gala Interactive (Gibraltar) Limited4,5
100.0
100.0
Greyjoy Limited
100.0
100.0
Entain Corporate Services Limited
100.0
100.0
Entain Holdings (Gibraltar) Limited1,2,4
100.0
100.0
Entain Operations Limited2,3,4
100.0
100.0
Entain Trustees Limited
100.0
100.0
Fusionex Limited
100.0
100.0
IGM Domain Name Services Limited
100.0
100.0
ISG (Gibraltar) Limited5
100.0
100.0
LC International Limited2,3,4
100.0
100.0
PartyGaming IA Limited5
100.0
100.0
7th Floor, Madison building, Midtown,
Queensway, GX11 1AA, Gibraltar
The Entain Foundation
100.0
100.0
Messene Enterprises Limited
100.0
100.0
1st Floor Otter House,
Naas Road,
Dublin 22 Ireland
Avid Ecom Solutions Limited
100.0
100.0
Avid Studios Limited
100.0
100.0
Ladbroke (Ireland) Limited2,3,4
100.0
100.0
3 Dublin Landings, North Wall Quay,
D01 C4EO Ireland
Fort Anne Limited1,5
100.0
100.0
M.L.B. Limited
100.0
100.0
5th Floor, Divyasree Omega Block – B,
Hitec City Road, Kondapur, Hyderabad
Andhra Pradesh, 500081, India
IVY Comptech Private Limited
IVY Software Development Services Private Limited
IVY Foundation Limited
Ivy Mobitech Services Private Limited
IVY Global Shared Services Private Limited
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
32 Athol Street, Douglas, IM1 1JB, Isle of Man
Entain (IOM) Limited1,4
100.0
100.0
Menachem Begin Road 152,
Tel Aviv – Jaffa, Israel
Gala Interactive (Services) Limited
100.0
100.0
GVC Impala R&D Limited
100.0
100.0
2 Nahalat Yitchak, Tel-Aviv Yaffo,
6744801, Israel
365 Scores Limited
100.0
100.0
Via Lungotevere Arnaldo da Brescia 12,
00196 Rome, Italy
Entain Holding S.R.L.4
100.0
100.0
Entain Italia S.R.L.2,3
100.0
100.0
ALN House Eldama Ravine Close,
Off Eldama Ravine Road, Westlands,
Nairobi, PO Box 200, Kenya
Wave Operations (Kenya) Limited
100.0
100.0
Wave Online (Kenya) Limited
100.0
100.0
Setekles iela,
Riga LV-1050
Latvia
SIA Klondaika
100.0
100.0
SIA Klondaika Café
100.0
100.0
SIA Laimz3
100.0
100.0
SIA Optibet3
100.0
100.0
Orsos g. 4-101, Vilnius, Lithuania
UAB Baltic Bet3
100.0
100.0
UAB Party Casino3
100.0
100.0
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
217
Notes to the consolidated
financial statements
for the year ended
31 December 2024
Registered address
Company
% equity interest
2024
2023
Unit 6 ST Business Centre,
120 The Strand,
Gzira GZR 1027
Malta
bwin (Deutschland) Limited
100.0
100.0
bwin.gr Limited2
100.0
100.0
bwin Holdings (Malta) Limited1,4
100.0
100.0
bwin.party services (Malta) Limited
100.0
100.0
Online-Wetten (Austria) Limited
100.0
100.0
Deis Limited4
100.0
100.0
ElectraWorks (France) Limited
100.0
100.0
ElectraWorks (Kiel) Limited
100.0
100.0
ElectraWorks (Svenska) Limited
100.0
100.0
ElectraWorks Europe Ltd
100.0
100.0
Entain Holdings (Malta) Limited5
100.0
100.0
Entertainments Technologies Group Limited4
100.0
100.0
Gaming VC Corporation Limited5
100.0
100.0
Ladbrokes (Deutschland) Limited
100.0
100.0
Martingale Europe Limited
100.0
100.0
Martingale Malta 2 Limited
100.0
100.0
Sportingbet (Deutschland) Limited
100.0
100.0
Scandic Bookmakers Limited5
100.0
100.0
Spread Your Wings Bravo Limited
100.0
100.0
STS Gaming Group Limited
67.5
67.5
STS.Bet Limited
67.5
67.5
Entain (Romania) Limited
100.0
100.0
VistaBet Limited2
100.0
100.0
120 The Strand, Unit 6,
Trig Ix-Xatt,
Gzira GZR 1027
Malta
BestBet Limited3
100.0
100.0
Elec Games C1 Limited3
100.0
100.0
Elec Games Holdings Limited4
100.0
100.0
Elec Games Limited3
100.0
100.0
Evora International Limited
100.0
100.0
Future Domain Lead Generation Limited
100.0
100.0
Future Lead Generation Limited4
100.0
100.0
Lifland Holdings Limited4
100.0
100.0
Ninja Global Limited3
100.0
100.0
Entain Holdings (CEE) Limited4
67.5
67.5
West African Gaming Limited5
100.0
100.0
San Francisco 1005, Dolonia Del Valle,
Alcaldía Benito Juárez, Mexico City,
C.P. 03100, Mexico
Bwin Operations Mexico, S.A. de C.V.isr5
100.0
100.0
Entain Mexico, S.A. de C.V.5
100.0
100.0
Johan Cruijff Boulevard 61, Amsterdam
1101DL Netherlands
Entain Holdings (Netherlands) B.V.4
100.0
100.0
Keurenplein 4, Unit D1442, 1069CD,
Amsterdam, Netherlands
Betent B.V.3
100.0
100.0
106-110 Jackson Street, Petone, Lower Hutt,
5012, New Zealand
Entain New Zealand Limited2,3
100.0
100.0
Floor 6 Exchange Place, 5 Willeston Street,
Wellington Central, Wellington, 6011,
New Zealand
TIIDAL GAMING NZ LIMITED
100.0
100.0
6F Tower 3 Double Dragon Plaza EDSA
Ext. cor. Macapagal Avenue, Pasay City
Philippines
InteractiveSports Asia Limited Inc.
100.0
100.0
NCH Customer Support Services, Inc
100.0
100.0
Porcelanowa 8, 40-246 Katowice, Poland
BetSys Poland Sp. Z.o.o.
67.5
50.0
STS S.A.2,3,4
67.5
67.5
34 Related party disclosures (continued)
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
218
Notes to the consolidated
financial statements
for the year ended
31 December 2024
Registered address
Company
% equity interest
2024
2023
UI. Taneczna 18A, 02-829 Warsaw, Poland
bwin Poland S.A.
100.0
100.0
Praceta António Gedeão, 1 B, Paiões,
2635 – 002 Sintra, Portugal
Infield – Servicos de Consultoria Marketing Unipessoal
LDA.
100.0
100.0
Avenida D João II, Lote 1.07.2.1, 5ºA,
Parque das Nações
1990-096 Lisbon, Portugal
Gobet – Entretenimento SA3
100.0
100.0
Entain Operations Portugal SA
100.0
100.0
1 Harbourfront Avenue, Keppel Bay Tower
14-03/07, 098632, Singapore
Florent Pte Limited5
100.0
100.0
Calle Amador de los Ríos n°1, 6 planta
28010 Madrid, Spain
bwin Interactive Marketing Espana S.L.
100.0
100.0
Calle Josep Plá, número 2, planta 5ªD
Edificio Torre Diagonal Litoral, 08019
Barcelona, Spain
Entain Services Iberia S.L
100.0
100.0
Calle Real Numero 74, 51001 Ceuta, Spain
Electraworks (Ceuta) S.A.2,3
100.0
100.0
Avenida de Fuencarral 44, Edificio Tribeca 1,
Modulo B, CP 28108, Alcobendas Madrid, Spain
Winners Apuestas SA
100.0
100.0
CL Conde de Aranda 20, 28001
Madrid, Spain
Sportingbet Spain S.A.5
100.0
100.0
San Justo Desvern, calle de la Constitución 1,
5º planta, local 3, 08960, Barcelona, Spain
Atlantic Version 2014 SLU5
100.0
100.0
Suite 4 Constantia House, Steenbert Office Park,
Constantia, 7800, South Africa
SBT Software Operations (SA) (Pty)
100.0
100.0
24A 18th Street, Menlo Park, Pretoria,
0081, South Africa
Ladbrokes (SA) (Pty) Limited
100.0
100.0
Office 519, Spaces, Dock Road Junction,
Corner of Stanley & Dock Road, Waterfront,
Cape Town, 8001, South Africa
Wave SA (Pty) Limited
85.0
85.0
Stora Gatan 46, Sigtuna
Kommun, 19330, Sweden
Enlabs AB4
100.0
100.0
Entraction AB
100.0
100.0
Score24 AB3
100.0
100.0
Royal Park Serviced Office,
Frosundaviks alle 15, 16903 Solna, Sweden
Scout Gaming AB3
100.0
100.0
c/o The Corporation Trust Company,
1209 Orange Street, Country of New Castle,
Wilmington DE 19891, United States
GVC Finance LLC1
100.0
100.0
GVC Holdings (USA) Inc
100.0
100.0
Ladbrokes Holdco. Inc.4
100.0
100.0
7251 Amigo Street, Suite 100, Las Vegas,
NV 89119, United States
Stadium Technology Group, LLC3
100.0
100.0
1013 Centre Road, Suite 403-B, Wilmington,
DE 19805, United Estates
Angstrom Sports Inc
100.0
100.0
4445 Corporation Ln Ste 264, Virginia Beach,
VA 23462-3262, United States
Angstrom Sports Virginia LLC
100.0
100.0
Five Greentree Centre, 525 Route 72 North, STE
104 Marlton, New Jersey 08053, United States
Angstrom Sports NJ LLC
100.0
100.0
701 S.Carson Street, Suite 200,
Carson City, NV 90801,
United States
bwin.party (USA) Inc
100.0
100.0
bwin.party entertainment (NJ) LLC
100.0
100.0
bwin.party services (NJ) Inc
100.0
100.0
Ladbrokes Subco LLC
100.0
100.0
c/o Saiber LLC, 18 Columbia Turnpike,
Suite 200, Florham Park, New Jersey,
United States
The Entain Foundation US, Inc
100.0
100.0
2 Mykoly Solovtsova St, Office 38/1,
01014 Kyiv, Ukraine
Entain (Ukraine) LLC5
100.0
100.0
Office 13, 39 Dzhona Makkeina,
Steer 01042 Kyiv, Ukraine
LLC Bwin5
100.0
100.0
34 Related party disclosures (continued)
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
219
Notes to the consolidated
financial statements
for the year ended
31 December 2024
Registered address
Company
% equity interest
2024
2023
Dr Luis Bonavita, 1294, Torre 2 WTC
Free Zone, Oficina 631, Montevideo,
Uruguay
Gomifer S.A.
100.0
100.0
34972 Longacres, Lusaka
Lusaka Province, Zambia
Wave Digital Zambia Limited
100.0
100.0
1. Company that is directly owned by Entain plc.
2. Company that forms part of the Group as at 31 December 2024 and which, principally affected the Group’s reported results for the year.
3. Trading entity engaged in activity associated with betting and gaming.
4. Holding company.
5. Dormant company.
Joint ventures
Registered address
Company
% equity interest
2024
2023
Corporation Service Company,
251 Little Falls Drive,
Wilmington,
Delaware 19808, United States
BetMGM, LLC
50.0
50.0
4th Floor, Millbank Tower, 21-24 Millbank,
London, United Kingdom, SW1P 4QP
Premier Greyhound Racing Limited
50.0
–
Associates
Country of incorporation
Company
% equity interest
2024
2023
China
Asia Gaming Technologies (Beijing) Co., Ltd1
49.0
49.0
Asia Gaming Technologies Limited
49.0
49.0
Germany
bwin E.K. Neugersdorf
–
50.0
Belgium
Gran Casino de Dinant SA
20.0
20.0
Infiniti Casino Oostende NV
20.0
20.0
Leaderbet NV
20.0
20.0
Professional Gaming Services SRL/BV
19.0
19.0
United Kingdom
Draw & Code Limited
41.6
40.0
Games For Good Causes PLC
36.3
36.3
Sports Information Services (Holdings) Limited
23.4
23.4
1. Subsidiary of Asia Gaming Technologies Limited.
34 Related party disclosures (continued)
1
Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
220
Notes to the consolidated
financial statements
for the year ended
31 December 2024
35 Non-controlling interests
The principal non-controlling interests at 31 December 2024 held investments in Entain Holdings (CEE) Limited (32.5%). Details of the
business combinations resulting in the recognition of these non-controlling interests are set out in Note 32.
The total assets relating to subsidiaries with a non-controlling interest were £1,667.0m (2023: £2,024.0m) of which there were related
liabilities of £219.7m (2023: £412.2m).
The loss attributable to non-controlling interests was £8.3m (2023: loss of £7.9m).
The balance attributable to non-controlling interest is disclosed in the table below:
Total
£m
As at January 2023
183.8
Profit attributable to non-controlling interests – underlying items
35.0
Separately disclosed items attributable to non-controlling interests
(42.9)
Minority interest contribution to SuperSport earnout (Note 32)
42.6
Minority interest in STS acquisition (Note 32)
313.5
Dividends paid
(7.4)
Other
(6.2)
Foreign exchange
6.3
As at January 2024
524.7
Profit attributable to non-controlling interests – underlying items
43.9
Separately disclosed items attributable to non-controlling interests
(52.2)
New minority interest
1.4
Purchase of minority interest
(7.6)
Dividends paid
(12.5)
Foreign exchange
(24.0)
As at 31 December 2024
473.7
36 Subsequent events
On 11th February 2025 it was announced by mutual agreement that Gavin Isaacs, Chief Executive Officer, was stepping down with
immediate effect.
Stella David, who was in the role of Entain's non-executive Chair, again assumed the role of Chief Executive Officer (CEO) on an interim
basis until a permanent replacement has been found. Pierre Bouchut, who was in the role of Senior Independent Director, became non-
executive Chair on an interim basis.
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Notes to the consolidated
financial statements
for the year ended
31 December 2024
For the year ended 31 December
Note
2024
£m
2023
£m
Other operating income
9.8
13.0
Dividends received
0.1
–
Operating expense
(21.6)
(22.7)
Operating loss before separately disclosed items
6
(11.7)
(9.7)
Administrative costs - separately disclosed items
7
(14.9)
(645.5)
Loss before tax and net finance expense
(26.6)
(655.2)
Finance expense
8
(102.3)
(88.6)
Finance income
8
56.2
90.1
Gains/(losses) arising from change in fair value of financial instruments
8
1.7
(75.7)
Losses arising from foreign exchange on debt instruments
8
(1.1)
(0.1)
Loss before tax
(72.1)
(729.5)
Income tax
9
(2.8)
–
Loss for the year
(74.9)
(729.5)
All items included above relate to continuing operations.
There were no other items of comprehensive income in the year.
The notes on pages 225 to 229 are an integral part of these financial statements.
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Company
income statement
for the year ended
31 December 2024
Note
2024
£m
2023
£m
Assets
Non-current assets
Investments
11
5,644.6
5,635.2
Trade and other receivables
12
68.4
297.9
Interest-bearing loans and borrowings
0.7
7.0
5,713.7
5,940.1
Current assets
Trade and other receivables
12
314.6
371.3
Interest-bearing loans and borrowings
1.0
0.1
Derivative financial assets
–
33.4
Cash and cash equivalents
0.1
0.1
315.7
404.9
Total assets
6,029.4
6,345.0
Liabilities
Current liabilities
Trade and other payables
13
(145.4)
(202.1)
Interest-bearing loans and borrowings
(0.9)
(0.4)
(146.3)
(202.5)
Net current assets
169.4
202.4
Non-current liabilities
Trade and other payables
13
(2,346.6)
(2,411.6)
Other financial liabilities
–
(15.2)
(2,346.6)
(2,426.8)
Net assets
3,536.5
3,715.7
Shareholders’ equity
Called up share capital
16
5.2
5.2
Share premium account
1,796.7
1,796.7
Merger reserve
2,527.4
2,527.4
Retained earnings
(792.8)
(613.6)
Total shareholders’ equity
3,536.5
3,715.7
Under the Companies Act 2006 section 49 (Isle of Man), the Directors are satisfied that the Company satisfies the solvency test for
distributions to be made.
The notes on pages 225 to 229 are an integral part of these financial statements.
The financial statements on pages 222 to 229 were approved by the Board of Directors on 6 March 2025 and signed on its behalf by
S David
RM Wood
Interim Chief Executive Officer
Deputy Chief Executive Officer/Chief Financial Officer
(Company number 4685V)
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Company
balance sheet
at 31 December 2024
Called
up share
capital
£m
Share
premium
account
£m
Merger
reserve
account
£m
Retained
earnings
£m
Total
£m
At January 2023
4.8
1,207.3
2,527.4
199.2
3,938.7
Loss for the year
–
–
–
(729.5)
(729.5)
Total comprehensive expense
–
–
–
(729.5)
(729.5)
Issue of shares (Note 16)
0.4
589.4
–
–
589.8
Share-based payments charge
–
–
–
23.6
23.6
Equity dividends
–
–
–
(106.9)
(106.9)
At 31 December 2023
5.2
1,796.7
2,527.4
(613.6)
3,715.7
Loss for the year
–
–
–
(74.9)
(74.9)
Total comprehensive expense
–
–
–
(74.9)
(74.9)
Share-based payments charge
–
–
–
12.0
12.0
Equity dividends
–
–
–
(116.3)
(116.3)
At 31 December 2024
5.2
1,796.7
2,527.4
(792.8)
3,536.5
The notes on pages 225 to 229 form an integral part of these financial statements.
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Company statement
of changes in equity
for the year ended
31 December 2024
1 General information
Entain plc (“the Company”) is a limited company incorporated and domiciled in the Isle of Man. The address of its registered office and
principal place of business is disclosed in the Directors’ report.
The financial statements of the Company for the year ended 31 December 2024 were authorised for issue in accordance with a resolution
of the Directors on 6 March 2025.
The Company has taken advantage of the exemption from preparing a cash flow statement under paragraph 8(g) of the disclosure
exemptions from UK-adopted IFRS for qualifying entities included in Financial Reporting Standard 101 Reduced Disclosure Framework (FRS
101). The Entain plc consolidated financial statements for the year ended 31 December 2024 contain a consolidated statement of cash flows.
The Company is exempt under paragraph 8(k) of the disclosure exemptions from UK-adopted IFRS included in FRS 101 for qualifying
entities from disclosing related party transactions with entities that form part of the Entain plc Group of which Entain plc is the ultimate
parent undertaking.
The Company’s financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place
except where otherwise indicated. The Company’s financial statements are individual entity financial statements.
2 Basis of preparation
These financial statements were prepared in accordance with FRS 101 and Isle of Man Companies Act 2006. The financial statements
are prepared on a going concern basis under the historical cost convention except for certain financial liabilities measured at fair value.
For details on the going concern considerations made, see Note 2 of the consolidated financial statements.
The accounting policies which follow in Note 3 set out those policies which apply in preparing the financial statements for the year ended
31 December 2024 and have been applied consistently to all years presented.
The Company has taken advantage of the following disclosure exemptions under FRS 101 in respect of:
(a)
IFRS 2 Share-based Payments;
(b)
IFRS 3 Business Combinations;
(c)
IFRS 5 Non-current Assets Held for Sale;
(d)
IFRS 7 Financial Instruments: Disclosure;
(e)
IFRS 13 Fair Value Measurement;
(f)
IFRS 15 Revenue from Contracts with Customers;
(g)
IFRS 16 Leases;
(h)
IAS 1 Presentation of Financial Statements;
(i)
IAS 7 Statement of Cash Flows;
(j)
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(k)
IAS 16 Property, Plant and Equipment;
(l)
IAS 24 Related party transactions; and
(m)
IAS 36 Impairment of Assets.
For details of audit fees, see Note 7 of the consolidated financial statements.
3 Summary of significant accounting policies
Investments
Investments comprise interests in subsidiary companies and are held as non-current assets stated at cost less provision for impairment.
The values used in any impairment review are based on the same principles and methods as described in the Group accounting policies
and in Note 14 of the consolidated financial statements.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised.
The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying value
of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable
amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written
down to its recoverable amount. An impairment loss is recognised immediately in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet consist of cash at banks and in hand, short-term deposits with an original maturity of
less than three months.
Financial assets
Financial assets are recognised when the Company becomes party to the contracts that give rise to them.
The Company classifies financial assets at inception as either financial assets at fair value or loans and receivables. Financial assets
at fair value through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement.
Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.
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Notes to the Company
financial statements
for the year ended
31 December 2024
3 Summary of significant accounting policies (continued)
Financial assets (continued)
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
On initial recognition, loans and receivables are measured at fair value plus directly attributable transaction costs. Subsequently, such
assets are measured at amortised cost, using the effective interest (“EIR”) method, less any allowance for impairment.
Financial liabilities
Financial liabilities comprise predominantly amounts due to other Group companies. On initial recognition, financial liabilities are measured
at fair value plus transaction costs where they are not categorised as financial liabilities at fair value through profit or loss. Financial liabilities
at fair value through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement.
Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.
Derecognition of financial assets and liabilities
Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Company has transferred
its contractual right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full
without material delay to a third party, and either:
– Substantially all the risks and rewards of ownership have been transferred; or
– Substantially all the risks and rewards have neither been retained nor transferred but control is not retained.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Derivative financial instruments
The Group policy and disclosure of financial risk are set out in the Notes 4.3 and Note 25 of the consolidated financial statements.
Current and deferred income tax
The Company is tax resident in the United Kingdom.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that
it relates to items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in
other comprehensive income or directly in shareholders’ funds, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the
countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of
goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is recognised using the tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax
assets are only recognised to the extent it is probable that there will be suitable taxable profits from which they can be recovered.
Deferred tax balances are not discounted.
Foreign currency translation
Transactions in foreign currencies are initially recorded in Pounds Sterling (£) at the foreign currency rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into Pounds Sterling (£) at the rates of
exchange ruling at the balance sheet date (the closing rate).
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date
of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the
date when the fair value was determined.
Dividends
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they
have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.
Equity instruments
Equity instruments issued by the Company are recorded as the proceeds received net of direct issue costs.
Share-based payments
The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they are granted
(see Note 31 of the consolidated financial statements for further details).
Separately disclosed items
To assist in understanding its underlying performance, the Company has defined the following items of pre-tax income and expense as
separately disclosed items as they reflect items which are exceptional in nature or size.
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Notes to the Company
financial statements
for the year ended
31 December 2024
3 Summary of significant accounting policies (continued)
Separately disclosed items (continued)
The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable
basis, together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of
the Company.
The separately disclosed items have been included within the appropriate classifications in the income statement. Further details are
given in Note 6.
Finance expense and income
Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the income
statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the
effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount
initially recognised and the redemption price. All finance expenses are recognised over the availability period.
4 Judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make assumptions, estimates and judgements that affect the amounts
reported as assets and liabilities as at the balance sheet date and the amounts reported as revenues and expenses during the year.
Use of available information and application of judgement are inherent in the formation of estimates. Actual results in the future may
differ from those reported. Judgement applied to separately disclosed items is set out in Note 4.2 of the consolidated financial statements.
5 Future accounting developments
The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, are not
expected to have a material impact on the parent Company financial statements. The Company intends to adopt these standards, if
applicable, when they become effective as set out in Note 4.4 of the consolidated financial statements.
6 Operating profit before separately disclosed items
This is stated after crediting/(charging):
2024
£m
2023
£m
Management fees
9.8
13.0
Audit fees
(0.9)
(0.6)
7 Separately disclosed items
2024
£m
2023
£m
Legal and onerous contract costs
11.0
54.7
Corporate transaction costs
–
5.8
Legal settlement (see Note 6 of the consolidated financial statements)
3.9
585.0
14.9
645.5
8 Finance expense and income
2024
£m
2023
£m
Loan interest income
5.7
38.7
Gains arising from change in fair value of financial instruments
1.7
–
Intercompany foreign exchange gain
50.5
51.4
Total finance income
57.9
90.1
Intercompany interest expense
(99.1)
(82.3)
Losses arising from change in fair value of financial instruments
–
(75.7)
Losses arising from foreign exchange on debt instruments
(1.1)
(0.1)
Loan interest expense
(3.2)
(6.3)
Net finance expense
(45.5)
(74.3)
The Group manages currency exposure through a number of derivative financial instruments, some of which are taken out in the name of
Entain plc as well as other Group companies. The financial instruments taken out in the name of Entain plc are used to swap the foreign
exchange risk on intercompany loans, which are back-to-back with the Group’s external debt held in other Group companies. The net
change in fair value of financial instruments during the year was £1.7m gain (2023: £75.7m loss).
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Notes to the Company
financial statements
for the year ended
31 December 2024
9 Income tax
The tax charge for the year presented is £2.8m (2023: tax charge of £nil).
A reconciliation of income tax applicable to loss (2023: loss) before tax at the UK statutory income tax rate to the income tax for the years
ended 31 December 2024 and 31 December 2023 is as follows:
2024
£m
2023
£m
Loss before tax
(72.1)
(729.5)
Corporate tax credit thereon at 25% (2023: 23.52%)
(18.0)
(171.4)
Adjusted for the effects of:
– Adjustment in respect of prior years
2.5
–
– Non-deductible (income)/expenses
(5.4)
14.4
– Non-deductible legal settlement
1.0
137.6
– Group relief surrendered
22.4
19.4
– Overseas tax charge
0.3
–
Income tax charge
2.8
–
There is no deferred tax present on the balance sheet for either periods presented.
10 Dividends
Please see Note 11 of the consolidated financial statements.
11 Investments
Total
£m
Cost and net book value
At 1 January 2023
4,845.6
Additions
789.6
At 31 December 2023
5,635.2
Cost and net book value
At 1 January 2024
5,635.2
Additions
9.4
At 31 December 2024
5,644.6
Subsidiaries and other related entities are listed in Note 34 of the consolidated financial statements.
Additions in the year predominantly relate to additional equity subscribed for in subsidiary companies.
12 Trade and other receivables
2024
£m
2023
£m
Amounts due from Group companies
381.7
666.6
Other debtors
0.4
1.2
Prepayments
0.9
1.4
383.0
669.2
Amounts of £68.4m (2023: £297.9m) are not expected to be called upon within the next 12 months following the approval of these
financial statements and have therefore been classified as non-current assets within the balance sheet.
Other amounts owed by other Group undertakings are included under amounts falling due within one year as they are repayable on
demand, unsecured, and accumulate interest in a range between 0% and 4% plus IBOR.
The expected credit losses arising from receivables are not considered to be significant.
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Notes to the Company
financial statements
for the year ended
31 December 2024
13 Trade and other payables
2024
£m
2023
£m
Current
Other payables
145.4
202.1
145.4
202.1
Non-current
Amounts due to Group companies
2,052.4
1,977.8
Other payables
294.2
433.8
2,346.6
2,411.6
Amounts owed to certain Group undertakings are included under amounts falling due within one year as they are repayable on demand,
unsecured, and accumulate interest in a range between 0% and 4% plus IBOR.
Other payables include the HMRC settlement liability (see Note 20 of the consolidated financial statements).
14 Interest-bearing loans and borrowings
The Company has prepaid costs of £1.7m (2023: £7.0m) in respect of committed bank facilities.
The Company is part of the revolving credit facility. As at 31 December 2024 there were £560.0m (2023: £515.0m) of committed bank
facilities of which £nil (2023: £295.0m) were drawn down by the Company and £7.6m (2023: £5.2m) of facilities which have been utilised
for letters of credit. Fees incurred by the Company in the year relating to the undrawn facility were £3.0m (2023: £2.3m).
15 Financial risk management objectives and policies
The financial risk management objectives and policies applied by the Company are in line with those of the Group as disclosed in Note 25
to the consolidated financial statements.
16 Called-up share capital
Details of the share capital of the Company are given in Note 28 of the consolidated financial statements.
17 Contingent liabilities and guarantees
Contingent liabilities
Refer to Note 33 of the consolidated financial statements.
Guarantees
The Company has entered into financial guarantee contracts to guarantee indebtedness held on the balance sheets of Group
undertakings amounting to £3,681.9m (2023: £3,038.8m).
The Company has also guaranteed derivative agreements of Group undertakings, of which those in a net liability at the reporting date
total £19.6m (2023: £119.0m).
The likelihood of the above items being called upon is considered remote. Consequently, no additional liability has been recognised in
respect of the financial guarantee contracts noted above.
18 Related party transactions
The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-
owned subsidiaries. See Note 34 of the consolidated financial statements for disclosure of remuneration of key management personnel.
19 Subsequent events
For details of subsequent events affecting the Company, see Note 36 of the consolidated financial statements.
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Notes to the Company
financial statements
for the year ended
31 December 2024
Definition of terms
AAMS
Automated accounts management systems
Adjusted fully diluted EPS cents Fully diluted earnings per share based on adjusted PBT
Adjusted PBT
Profit before exceptional items, amortisation associated with acquisition, dividends from previously
sold businesses
AML
Anti-Money-Laundering
ARC™
Advanced Responsibility and Care™, the Group’s safer betting and gaming technology programme
B2B
Business-to-business
B2C
Business-to-consumer
BI
Business intelligence
CAGR
Compound annual growth rate
CC
Constant currency
CGUs
Cash-generating units
CMS
Customer marketing services
Constant currency basis
Each month in the prior period re-translated at the current period’s exchange rate
Contribution
Revenue less betting taxes, payment service provider fees, software royalties, affiliate commissions,
revenue share and marketing costs
Contribution margin
Contribution as a percentage of NGR
CRM
Customer relationship management
CS
Customer services
DE&I
Diversity, Equality and Inclusion
DPA
Deferred Prosecution Agreement the Group reached with the Crown Prosecution Service December
2023.
DTR
Disclosure and transparency rules
EPS
Earnings per share
ESG
Environmental, social and governance
GGY
Gross gaming revenue
GHG
Greenhouse gas
GVC/GVC Holdings PLC
The Group’s former name before becoming Entain plc in December 2021
H2GC
H2 Gambling Capital – independent providers of betting and gaming market data and estimates
IA
Internal audit and risk management
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
IOT
Internet of things
KPIs
Key performance indicators
KYC
Know your customer – customer verification tools
Ladbrokes Coral
Ladbrokes Coral Group Plc
LTIP
Long-term incentive plan
MIP
Management incentive plan
Net debt
Cash and cash equivalents (including amounts recorded as assets in disposal groups classified as held
for sale), less customer liabilities less interest-bearing loans and borrowings
Net Gaming Revenue (“NGR”)
Revenue before deducting VAT
NGR YTD
Net Gaming Revenue in the year to date
RET
Research, education and treatment associated with responsible gambling
Revenue
Net Gaming Revenue less VAT (imposed by certain EU jurisdictions on either sports or gaming revenue)
RMG
Real money gaming
SASW
Single Account Single Wallet functionality, enabling BetMGM customers with cross-state-access to
their accounts.
Sports Gross Win Margin
Sports wagers less payouts
Sports Gross Win Margin %
Sports Gross Win Margin divided by Sports wagers
Sports Net Gaming Revenue
(“Sports NGR”)
Sports Gross Win Margin less free bets and promotional bonuses
Sports Wagers
Gross bets placed by customers on sporting events
TCFD
Taskforce for Climate-related Financial Disclosures
Underlying EBITDA
Stated pre separately disclosed items
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Glossary
Definition of terms
Annual General Meeting
The Company’s 2025 AGM will be held on Wednesday 23 April 2025 at 10:00am (BST). Details of the location, each resolution to
be considered at the meeting and voting instructions are in the Notice of Meeting which is available on the Company’s website at
entaingroup.com/investor-relations. The voting results of the 2025 AGM will be available on the Company’s website at entaingroup.
com/news-insights shortly after the meeting.
Communications
Information about the Company, including financial results and details of the current share price, is available on the website,
entaingroup.com.
Shareholding contacts
For any queries regarding your shareholding, please contact our Registrar, MUFG Corporate Markets.
Share fraud warning
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be
worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you
buy or sell shares in this way you will probably lose your money. Should you receive any unsolicited calls or documents to this effect,
you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised
by the UK Financial Conduct Authority (“FCA”) and undertaking further research.
If you are unsure or you think you have been targeted, you should report the organisation to the FCA. For further information, please
visit the FCA’s website at www.fca.org.uk, email consumer.queries@fca.org.uk or call the FCA consumer helpline on 0800 111 6768
(freephone), 0300 500 8082 (from the UK) or +44 20 7066 1000 (if calling from outside the UK).
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Shareholder
Information
Company name
Entain plc
Company number
004685V
Secretary and registered office
James Morris
Entain plc
2a Lord Street
Douglas
Isle of Man
IM1 2BD
Telephone: +350 200 78700
www.entaingroup.com
UK Corporate Office
25 Charterhouse Square
London
EC1M 6AE
Registrars
MUFG Corporate Markets (Isle of Man) Limited
PO Box 227
Peveril Buildings
Peveril Square
Douglas
Isle of Man
IM99 IRZ
Transfer Agent:
MUFG Pension & Market Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.eu.mpms.mufg.com/get-in-touch/
shareholders-in-uk-companies
Telephone: 0371 664 0300 from the UK or +44 (0)371 664 0300
from outside the UK
Email: shareholderenquiries@cm.mpms.mufg.com
Auditors
KPMG LLP
EastWest
Tollhouse Hill
Nottingham
NG1 5FS
Legal advisors
Slaughter & May
Clifford Chance LLP
DQ Advocates
Principal UK Bankers
Barclays Bank PLC
National Westminster Bank plc
Future trading updates and financial calendar
29 April 2025
Q1 trading update
12 August 2025
Interim results
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Overview
8
Strategic report
89
Governance
144 Financial statements
Entain plc Annual Report 2024
232
Company Information
CBP00019082504183028
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