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The Rank Group Plc
2025 Annual Report
Delivering growth.
Unlocking opportunity.
Key financial highlights 2025
Organic growth and cash generation
Group underlying LFL NGR
1,2
11%
2024/25
2023/24
£795.3m
£716.3m
Reported NGR
1
8%
2024/25
2023/24
£795.4m
£734.7m
Total Group operating profit
128%
2024/25
2023/24
£67.0m
£29.4m
Profit before taxation
248%
2024/25
2023/24
£53.9m
£15.5m
Profit after taxation
269%
2024/25
2023/24
£44.6m
£12.0m
Net free cash flow
0%
2024/25
2023/24
£27.7m
£27.6m
Net debt
1%
2024/25
2023/24
£(130.8)m
£(132.5)m
Underlying LFL operating profit
1,2
38%
2024/25
2023/24
£63.7m
£46.3m
Underlying earnings per share
2
54%
2024/25
2023/24
9.1p
5.9p
Return on Capital Employed (ROCE)
3
4.2%pts
2024/25
2023/24
14.5%
10.3%
Basic earnings per share
252%
2024/25
2023/24
9.5p
2.7p
Dividend per share
206%
2024/25
2023/24
2.60p
0.85p
Net cash pre IFRS 16
117%
2024/25
2023/24
£45.4m
£20.9m
Venues underlying LFL NGR
1
11%
2024/25
2023/24
£559.6m
£502.2m
Digital underlying LFL NGR
1
10%
2024/25
2023/24
£235.7m
£214.1m
Financial KPIs
Statutory KPIs
1.
On a like-for-like (‘LFL’) basis which removes the
impact of club openings, closures, foreign exchange
movements and discontinued operations.
2.
Excludes separately disclosed items.
3. A newly introduced APM.
2
The Rank Group Plc
2025 Annual Report
2
The Rank Group Plc
2025 Annual Report
Statement from
the Chief Executive
Page 32
Contents
2
Key financial highlights
4
Introduction
6
Investment case
8
Chair’s welcome
Group Overview
12
Business model
14
Our brands
16
Our global teams and culture
18
Market review
21
Gambling Act Review
Strategic Report
32
Statement from the Chief Executive
36
Our strategic pillars
42
Our key performance indicators
44
Business review
58
Section 172 statement
66
Sustainability
94
Improving our risk management approach
104
Alternative performance measures
106
Compliance statements
Governance
112
Chair’s Introduction to Governance
114
Governance at a glance
116
How we are governed
121
Our Board and Executive Committee
128
Our culture and workforce engagement
130
Nominations Committee Report
136
Audit Committee Report
144
ESG & Safer Gambling Committee Report
152
Finance & Disclosure Committee Report
154
Remuneration Committee Report
158
Remuneration at a glance
159
Annual Report on Remuneration
172
Directors’ Report
176
Directors’ Responsibilities
Financial Statements
180
Independent auditor’s report
192
Group income statement
193
Group statement of comprehensive income
194
Balance sheets
196
Statements of changes in equity
198
Statements of cash flow
200
Notes to the financial statements
260
Five-year review
261
Shareholder information
Gambling Act Review
Page 21
Chair’s welcome
Page 8
Business review
Page 44
The Rank Group Plc
2025 Annual Report
3
Who we are
Over the course of more than
three-quarters of a century, Rank
has entertained millions of
customers in Britain and around
the world. The Group’s story is one
of iconic brands and talented
people.
Our Purpose
To deliver exciting and entertaining
experiences in safe, sustainable
and rewarding environments.
We will achieve this through
reflecting the changing needs
and expectations of our customers,
communities and colleagues.
To excite and to entertain.
Introduction
From colleague
to customer
Our business model puts the customer at
the centre of everything we do. Throughout
this report, we’ve shown how the expertise
of our people, combined with the strength
of our products, come together to deliver
experiences that excite and entertain.
Rank Group colleagues:
Debbie, Mecca Dagenham (left);
Deepak, Mauritius (right)
4
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
5
Investment case
Positioned to deliver continued
growth in revenue and profitability
To excite and to entertain our customers
Grosvenor
sustained
growth
Digital
accelerated
growth
Cash
maximisation
in bingo
Gambling
Act Review
Safer gambling
Technology and data
People and culture
Grosvenor sustained
growth
Delivering sustained
underlying growth is the
strategic priority of the
Grosvenor Casinos business.
Applying a consistent focus
on improving our products,
raising our service levels,
and improving our approach
to, and management of, risk,
we have emerged from the
recovery phase that marked
the post-pandemic years
and are delivering strong
underlying growth.
Excluding the benefits
which will be derived from
the Gambling Act Review
we are confident that we can
grow Grosvenor’s weekly Net
Gaming Revenue from £7.3m
(FY 2024/25) to c. £8.0m in
the medium term.
Digital accelerated
growth
There is plenty of runway for
our digital business. 2024/25
has been a year of impressive
progress, showcasing strong
returns on the investments
we have made in our
proprietary platforms. Our
product and customer
experience improvements
continue to resonate with
customers, and our revenue
growth is underscored by our
approach to safer gambling
which benefits from
the proprietary Hawkeye
system we use to monitor
customer behaviour.
We continue to expect to
operate towards the upper
end of our previously stated
guidance of 8-12% NGR
CAGR and 600bps of margin
improvement, despite
headwinds which include
the new statutory levy and
the Gambling Act Review
restrictions on maximum slot
staking limits.
Cash maximisation
in bingo
Our estate of bingo clubs in
the UK and Spain are on an
improving trajectory towards
making a more positive
contribution to Group profit
and cash flow. Our 50 Mecca
venues in the UK have made
solid progress in growing
revenues and in targeting
double digit operating profit
in the medium term, whilst
targeted investments in
our Enracha clubs in Spain
continue to position these
venues as market leaders in
their local communities.
Gambling Act Review
When the land-based casino
reforms in England and
Wales, as set out in the
Government’s Gambling
Act Review, passed onto the
statute book in July 2025,
it heralded a landmark
development for the Group.
To a large extent, what we are
able to offer to our customers
and the extent to which we
are able to make investments,
is determined by decisions
taken in Westminster and
Whitehall. We try to secure
outcomes which will better
meet the needs of our
customers which has been,
and remains, a key strategic
priority.
In spite of some of the
headwinds, most notably in
the UK digital business, and
delays to the implementation
of land-based bingo
reforms, Rank will be net
beneficiaries of the Gambling
Act Review and we look
forward to implementing
the reforms which will help
Grosvenor Casinos better
meet customer demand
and improve the customer
proposition.
6
The Rank Group Plc
2025 Annual Report
Technology and data
Continued investment in
the development of our
technology and in how
we capture, store, analyse
and utilise our data are
generating considerable
customer-facing benefits
and driving operational
efficiencies across our
businesses. AI is enabling
us to develop our technology
at greater speed, to analyse
data in real time and to drive
increasingly relevant and
personlised experiences for
our customers.
Key developments within
our proprietary technology
over the coming year will
further deliver on our goal
of enabling seamless cross-
channel experiences for our
customers.
Safer gambling
Underpinning our work to
excite and entertain our
customers is a commitment
to ensuring they are
playing safely. Developing
sustainable relationships
with our customers supports
our ambitions to deliver long-
term growth for the Group.
By providing excellent
customer service in highly
regulated environments,
we believe that customers
appreciate the protections
we provide and the safe
environments they enjoy.
People and culture
Giving our customers the
best experiences that they
deserve requires talented,
focused and enthusiastic
colleagues.
Creating working
environments in our
venues and support offices
that enable colleagues to
consistently deliver their
goals is vital to the success
of the Group.
Through high quality
recruitment, retention and
reward, we are able to power
Rank’s strategy with the very
best talent.
The Rank Group Plc
2025 Annual Report
7
Another year of strong growth
demonstrates the underlying momentum
across all Rank's businesses; our talented
teams are now moving ahead with the
next chapter in delivering our strategy,
exciting and entertaining our customers
and driving shareholder returns.
Chair’s welcome
Alex Thursby
8
The Rank Group Plc
2025 Annual Report
The strongest revenue and profit growth rates
have come in those parts of the Group where we
have directed our most significant investment,
namely the digital business and our Grosvenor
venues. Our commitment to securing strong
returns on investment is steadfast, and we are
seeing the clear results of this disciplined
approach.
Embedded within our strategy is a non-
negotiable focus on using technology and
data to better meet customer needs, delivering
market-leading safer gambling protections
for our customers, and leveraging our People
and Culture capabilities to power the Group’s
performance. These three focus areas underpin
the operational deliverables in all our businesses
and the strategic report illustrates how we have
continued to refine our approach.
The most significant development in our sector
has been the Government’s Gambling Act
Review which, in the round, we have identified
as a materially net positive outcome for Rank,
in particular the opportunities that will be
offered to our land-based venues businesses.
We were pleased to see the Government’s
critical statutory instruments for land-based
casino reforms pass through Parliament and
into law over the summer, and we are now
looking forward to realising the benefits of
these modernisations.
Dear Stakeholder,
Our commitment
to securing
strong returns
on investment
is steadfast and
we are seeing
the clear results
of this disciplined
approach.
I am pleased to share the Rank Group Plc's 2025
Annual Report and Accounts which showcases our
financial, operational and sustainability performance,
and the progress we have made in each of those
areas. Across our land-based venues, digital
businesses and support offices, our commitment to
delivering a first-rate, customer-centric offering has
been rewarded with Group LFL net gaming revenue
(‘NGR’) increasing by 11% and operating profit
increasing by 38% on the prior year.
2022/23
2023/24
2024/25
£671.4m
£734.7m
£795.4m
Underlying
1
net gaming
revenue (‘NGR’)
Leveraging these reforms, along with the
operational and product improvements that
are clearly delivering strong underlying growth,
will be key to building on the 11.8m visits to
our casinos and bingo venues this year from
customers who continue to be excited and
entertained by what we offer.
Governance Report
In our Governance Report, we look at how our
Board oversees the strategic management and
progress of the Group. Ensuring that shareholder
and stakeholder interests are properly
represented is at the heart of how the Board
operates, and this report provides the detail
behind that work, as well as explaining how we
fulfil our regulatory obligations and effectively
manage risk.
In particular, the Report addresses how we
have been advancing our culture and ED&I
frameworks; our response to legislative and
regulatory change; the mitigation of risk
and our assurance of the effectiveness of
our internal controls.
Disclosure strategy
We continue to develop our disclosures in line
with regulatory requirements and best practice,
fully committed to ensuring transparency
at all times.
I hope this Annual Report and Accounts
provides clear and comprehensive insight
into the Group’s performance and culture and
demonstrates the reasons why we are confident
in the outlook for Rank. As ever, I welcome your
feedback on the contents and look forward to
your engagement.
Alex Thursby
Chair
1.
Underlying measures exclude the impact of amortisation of acquired intangibles; profit or loss on disposal of businesses; acquisition and disposal
costs including changes to deferred or contingent consideration; impairment charges; reversal of impairment charges; restructuring costs as part
of an announced programme and discontinued operations, should they occur in the period. Collectively these items are referred to as separately
disclosed items.
The Rank Group Plc
2025 Annual Report
9
Group
Overview
In this section
12
Business model
14
Our brands
16
Our global teams and culture
18
Market review
21
Gambling Act Review
Group
Overview
From colleague
to customer
Rank Group colleague:
Chiara, The Victoria, London
As one of our skilled croupiers at The Victoria, London,
Chiara truly reflects Grosvenor’s commitment to
creating unforgettable experiences in a highly regulated
environment. Her expertise ensures every customer has
a great time, every time – from classic table games
to the thrill of our growing sports betting offer.
Group underlying LFL net gaming revenue
2024/25
£795.3m
2023/24
£716.3m
Change from previous year
11%
FIND OUT MORE ABOUT THE PROGRESS
OF GROSVENOR CASINOS IN
THE STRATEGIC REPORT
PAGES 44 TO 47
10
The Rank Group Plc
2025 Annual Report
The Rank
Group Plc
2025 Annual Report
11
Group Overview
Operating
model
Delivering seamless, cross-channel customer
experiences which excite and entertain is our
aim. With leading brands, supported by our
proprietary technology and talented teams,
we are committed to operating in a
sustainable way that promotes safer
gambling.
Venues
Technology
Platform
Technology
Platform
Brands
Brands
Seamless
Customer
Experience
Venues
Digital
Digital
United Kingdom
International
Business model
A customer-centric, brand-led engagement approach
Opportunities
The Group is well positioned to
benefit from a number
of advantageous dynamics
which present a range of
organic and transformational
growth drivers.
Regulatory changes, delivered through the
Gambling Act Review, will provide better
opportunities for us to meet and exceed
the expectations of our customers in our
Grosvenor Casinos.
A programme of estate refurbishment
and modernisation will ensure our venues
continue to appeal to our loyal customers
and will attract new customers seeking
exciting and entertaining experiences.
Technology and data increasingly provides
us with real time player insights which
will improve the quality of our customer
interactions and optimise marketing
initiatives.
Our approach and commitment to
sustainability, including our journey to a
Net Zero Pathway, ensures we are focused
on securing long-term benefits across
the Group.
A pipeline of exciting product development
initiatives, in our venues and across our
digital brands, will drive loyalty and broaden
our customer base.
Expanding into new territories and
leveraging the competitive advantage of
our scale in delivering seamless cross-
channel experiences demands that we
continually scan horizons for opportunities.
12
The Rank Group Plc
2025 Annual Report
Competitive
advantages
Grosvenor, Mecca and
Enracha are market-
leading brands, with
large estates to support
our casino and bingo-
led cross-channel
capabilities.
Market-leading brands and high
customer recognition in the UK
and Spain provide strong brand
equity and an enviable platform
for marketing initiatives.
Our casinos and bingo clubs enjoy
prime locations in major towns and
cities across the UK and Spain. Most
of our casinos are large enough
to ensure we will benefit from the
Gambling Act casino reforms.
Our proprietary technology in
digital puts the roadmap for
improvements and initiatives in our
own hands. We are agile, ambitious
and leveraging the benefits of our
platform across our brands.
Engaged teams are the bedrock of
hospitality businesses like ours. We
attract and retain colleagues who
excite and entertain our customers
with first-rate service and a non-
negotiable commitment to ensuring
safer gambling.
Dedicated and agile support teams
are geared towards ensuring our
customer-facing colleagues are
able to do their brilliant best. We
are a 24/7 business and our teams
benefit from the expertise provided
by support specialists.
Value
created
Revenue and profit
growth underpin
strong and sustainable
financial outcomes for
the Group.
Investors
Underlying LFL operating profit
£63.7m
Underlying EPS
9.1p
Dividend
2.60p
Customers
Customer NPS
54
Colleagues
Employee engagement score
8.3/10
(Upper quartile)
Regulators
Good working relationship
Breaches/fines
Zero
Communities
Charitable funds raised
£401k
Suppliers
Suppliers where supply chain
management is implemented
154
Environment
Absolute carbon emissions
16,498 tCO
2
e
Revenue
streams
We generate most
of our revenue
through casino-led
and bingo-led
betting in our
venues and online.
Our casinos derive most
of their revenue from table
gaming, electronic gaming,
gaming machines and,
in some venues, poker.
Our Mecca clubs offer
mainstage bingo, interval
games, gaming machines
and an increasingly broad
range of live entertainment to
appeal to broad audiences
and drive revenue streams.
Our Enracha clubs are much
more than bingo venues:
they combine bingo with
a sports betting offering,
gaming machines and live
entertainment to generate
revenues.
Our clubs offer Food &
Beverage options to suit
the local market and the
venue, including fine dining
in a number of our London
casinos.
Our digital brands are
casino-led and bingo-led
and we offer a full suite of
leading slots games and
sports betting via Grosvenor
Sports.
UK and Spanish digital
portfolio covering casino,
bingo, slots and sports.
The Rank Group Plc
2025 Annual Report
13
Group Overview
Grosvenor
Casinos
The UK’s largest multi-channel
casino operator with 50 venues.
The brand offers a range of
casino table games, including
roulette, blackjack, baccarat
and poker as well as electronic
roulette and gaming machines
alongside bars, restaurants
and broader entertainment
experiences.
Mecca
Mecca is Rank’s community-
gaming brand – and a
household name – in the
UK market. A national portfolio
of 50 venues offering bingo,
gaming machines, great
value food and drink and
live entertainment.
Enracha
Enracha is Rank’s community-
gaming business for the Spanish
market. Nine venues offering
a range of popular games
including bingo, electronic
casino and slots, sports betting,
great value food and drink
and live entertainment.
Our brands
Leveraging our brands to excite and to entertain
14
The Rank Group Plc
2025 Annual Report
Digital
Our digital portfolio includes
our established market leading
brands, Mecca and Grosvenor
for the UK market and Yo and
Enracha for the Spanish market.
The Group also operates nine
UK digital-only brands, all
delivered to the consumer on
Rank’s proprietary technology
platforms.
Total net gaming revenue
8%
2024/25
£795.4m
2023/24
£734.7m
LFL net gaming revenue
11%
2024/25
£795.3m
2023/24
£716.3m
Grosvenor Venues
14%
2024/25
£378.4m
2023/24
£331.3m
Mecca Venues
5%
2024/25
£140.3m
2023/24
£133.3m
Enracha Venues
9%
2024/25
£40.9m
2023/24
£37.6m
Digital
10%
2024/25
£235.7m
2023/24
£214.1m
Net gaming revenue
The Rank Group Plc
2025 Annual Report
15
Group Overview
Total colleagues
7,700+
Venues colleagues
6,500
Digital colleagues
500
Technology colleagues
300
Corporate colleagues
400+
Our global teams
To support the
seamless delivery
of our brands across
our land-based
and digital channels,
the Group operates
its technology
development,
delivery and
operations teams
in a number
of geographic
locations.
1
2
3
4
5
UK
1
2
Corporate
Venues leadership and support teams
Venues product and customer support
Venues and technology support
Digital customer support
Spain
3
Corporate
Venues leadership and support teams
Venues product and customer support
Venues and technology support
Gibraltar
4
Digital leadership and delivery
Digital product support
Ceuta
5
Digital leadership and delivery
Digital product and customer support
Malta
6
Digital product and customer support
Mauritius
7
Technology and customer support
Group operational support
South Africa
8
Technology development
8
16
The Rank Group Plc
2025 Annual Report
Our culture
Rank’s culture encourages colleagues
to take ownership of their roles and
promotes collaborative working to
create supportive work environments.
Upholding our core values of
Service, Teamwork,
Ambition, Responsibility and Solutions (‘STARS’)
,
our colleagues are empowered to play an active role
in driving Rank’s culture and influencing the
organisational behaviours. This extends to creating
healthy interpersonal dynamics which impact
the Group’s performance, our strategic ambitions,
sustainable growth and drive profitability.
Our values
Service
We start with the customer. We do
everything in our power to deliver
special service every time.
Teamwork
We pull together across brands, channels
and locations to perform at our very best.
Ambition
We challenge the way we do things and
explore new ways to excite and entertain our
customers, and outshine the competition.
Responsibility
We understand our responsibility to all of
our communities. We act with the highest
integrity and honesty in everything we do.
Solutions
We act positively to get to the heart of
problems quickly and find ways to solve
them.
6
7
The Rank Group Plc
2025 Annual Report
17
Group Overview
Our geographies
In the UK and Spain our brands enjoy leading market
positions. Our scale allows us to withstand variations in
consumer behaviours and macro-economic changes, and
to take advantage of the impacts that these changes have
on competitors in the wider industry. The strength of our
brands, in both the UK and Spain, is a key competitive
advantage and we are confident that we have considerable
opportunity to deliver continued strong growth. We will,
therefore, only consider entering other geographies where
we identify perceived competitive strength and opportunity.
In the coming year, we expect to enter Portugal with
YoBingo, which will be the first bingo brand in the
Portuguese market.
Regulation
Gambling is very tightly regulated with the regulations
established by legislation. In order to meet the
expectations of today’s consumers, we seek to ensure that
the sectors in which we operate are well understood by
parliamentarians, ministers, officials, and our regulator.
In the UK, the passage of the Government’s Gambling
Act Review has resulted in very significant changes in
legislation and regulation and we will see further changes
over the coming year as Government policy is further
reviewed, subject to public consultations and, where
appropriate, implemented.
Our approach is to seek a correct balance between
ensuring important customer protections are in place
alongside regulation that enables our businesses to meet
the demands of our customers which will, in turn, enable
Rank to grow responsibly.
Customer behaviours
Our customers rightly expect us to provide exciting and
entertaining experiences when they choose to play with us,
and the way in which we deliver these experiences must
evolve to account for changing behaviours. Our venues
help us to showcase our values, with exceptional customer
service a pre-requisite across all our teams. In our venues
and online, our data teams look to provide high-quality
insight into trends and expectations as we look to anticipate
customer change and positively respond to it in an agile
and authentic way.
Economic pressures
We are a large-scale operator in both the UK and Spain
and that enables us to identify mitigations in inflationary
environments. Employment costs remain the most
significant operating cost, and changes announced in
the Autumn 2024 UK Budget have impacted profitability.
However, we continually seek to deploy our key resources
across the Group to maximise efficiencies and address the
economic pressures that exist within our supply chains.
Macro trends
Market review
Customer and industry trends are always evolving
We recognise and account for external factors to
ensure we are able to deliver our investment case
18
The Rank Group Plc
2025 Annual Report
Land-based casinos
Grosvenor is the largest land-based casino operator in the
UK with 50 venues in most of the largest towns and cities
across the UK. The total number of operating casinos in the
UK is 111, giving Grosvenor a 45% share of the UK market
in terms of venue numbers.
The Gambling Act Review reforms will deliver material
benefits to the Grosvenor business. Additional gaming
machines will be rolled out in our venues, commencing in
Q1 2025/26. We also plan to offer sports betting in 38 of
our casinos.
In recent years, the UK market has been constrained by the
maximum limit of 20 gaming machines per casino licence
which, all too often, has resulted in demand for machines
exceeding supply. The modernisations will address that
imbalance and will also provide a welcome stimulus to
international gaming machine manufacturers for whom the
UK market has hitherto been unappealing. More suppliers
will create more competition and customers will ultimately
benefit from a more vibrant gaming machine experience
as part of the wider casino appeal. Larger casinos will be
able to benefit from higher machine numbers than smaller
venues, according to a sliding scale of machine allocations
and, over time, this has the potential to lead to larger
venues.
We currently utilise 70 licences across our 50 venues,
using two and, in our Nottingham and Glasgow Merchant
City casinos, three licences to better meet our customers’
expectations, specifically in terms of gaming machine
supply. We currently have seven unused/dormant licences.
As we roll out more gaming machines across our estate in
the coming months and years, as a result of the changes
enabled by the Gambling Act Review, we are likely to see an
increase in the number of dormant licences as a result of
the removal of second and third licences in our casinos.
There are considerable barriers to entry in the UK casino
sector, with the number and location of licences tightly
controlled by legislation. The extra provision of dormant
licences, however, will provide us with opportunities for
new openings within permitted areas, subject to local
authority planning permission.
Land-based bingo
There are 247 operating bingo venues in the UK, of which
Mecca operates 50.
Ultimately, bingo is a liquidity game and the over-supply
of bingo clubs has now been largely addressed, with
remaining clubs increasingly vibrant with strong liquidity
and, consequently, strong prize boards which sustain the
liquidity.
The mainstage game of bingo remains the primary driver
of customer visits, but customers also enjoy good value
food and drink and a gaming machine offering that we
have invested in significantly over the course of the year.
Alongside this, we provide live entertainment in clubs as
part of the rounded Mecca experience.
In Spain, the landscape is different. More clubs operate and
there are many more operators compared to the UK.
Our nine Enracha clubs are high quality, flagship venues in
the towns and cities where they are located. Bingo remains
popular across a wide demographic in Spain and the
growing popularity of gaming machine arcades and sports
betting has offset some of the traditional bingo decline.
Spanish venues are often less bingo-centric with a
‘multi-game’ proposition increasingly popular, which is
particularly relevant to a younger demographic in Spanish
venues. We are confident that our flagship Enracha venues,
with the scale and ability to flex the customer proposition,
will continue to enjoy competitive advantage.
Venues
The Rank Group Plc
2025 Annual Report
19
Group Overview
UK
The UK digital gambling market is a world-leading,
technology-powered industry which has experienced
significant growth over the course of the past two decades,
in particular, since the passage of the 2005 Gambling
Act. It is highly regulated but presents structurally
appealing opportunities for operators to drive growth
through continued innovation. Our ambition is to deliver
accelerated growth and increase our scale in digital, and
we have made strong progress.
Digital customers are seeking personalised, authentic
digital experiences in a safe and trusted environment.
Intuitive gaming experiences that reflect individual choice
and preferences have replaced a one-size-fits-all approach,
and real time interactions with frictionless banking and
payouts are critical as operators seek to meet and exceed
customer expectations.
We have significant competitive advantage courtesy of our
50 Mecca bingo clubs and our 50 Grosvenor Casinos, being
the largest bingo and casino brands respectively, which
provide us with a clear journey towards offering seamless,
cross-channel experiences in a way that competitors
cannot replicate.
For Mecca, more chances to win, and an experience
that seamlessly reflects the bingo club proposition,
are important drivers of differentiation. Online casino
players will also seek digital experiences that mirror the
excitement and entertainment found in their favourite
venues, and will rightly expect to find the newest games,
best functionality and smoothest player journey from
Grosvenor. Loyalty must be cherished and rewarded and,
at all times, the security of playing with licensed, regulated
operators is important in terms of ensuring suitable player
protection.
International
The Spanish digital gambling market is highly competitive.
Legislative changes in 2024, enabling more advertising
and promotion within the market, increased the extent of
competition, particularly in terms of new market entrants.
YoBingo, our core brand in the Spanish digital market, has
a c. 50% share of the bingo market, and provides a platform
on which to promote its sister sites, YoCasino and YoSports.
We are looking forward to launching in Portugal. YoBingo
is in the final phase of the homologation process with an
expectation that the brand will go live during 2025/26,
becoming the first online bingo operator in Portugal.
Digital
Market review
20
The Rank Group Plc
2025 Annual Report
Gambling
Act
Review
An inflection point for
the Group as significant
land-based casino
reforms become law
The Rank Group Plc
2025 Annual Report
21
Group Overview
In December 2020, the UK Government
embarked upon a review of gambling
legislation and regulation. Prior
to this date, and since the process
commenced, Rank has clearly
identified that a once in a generation
Gambling Act Review will be net
positive for the Group, enabling us
to better meet customer expectations,
as a result of the opportunities
provided by legislative reforms
for land-based venues.
Gambling Act Review
Overview
22
The Rank Group Plc
2025 Annual Report
The Gambling Act Review
began with a Call For Evidence,
published in December 2020.
It was the first industry-wide
review of legislation and
regulation since the passage
of the 2005 Gambling Act. The
Government published its White
Paper in April 2023, setting out
the public policies which, subject
to a number of consultations,
it intended to deliver through
a combination of legislative
changes and regulatory
requirements.
A consultation looking at the
delivery of the much-needed
land-based reforms began
later in 2023, concluding with
the publication, in May 2024, of
the Government’s response. In
May and June 2025, statutory
instruments were published
enabling casinos to benefit from
the reforms. These passed into
law on 1 July 2025 and came
into force on 22 July 2025.
The Rank Group Plc
2025 Annual Report
23
Group Overview
Gambling Act Review
Legislative changes secured
Gaming machine
allocations in
casinos
Of the 50 Grosvenor Casinos
across our estate, 49 are
licensed according to the 1968
Gaming Act with one casino,
in Luton, licensed under the
2005 Act. Prior to the current
Gambling Act Review, casinos
(1968 Act) were constrained by
a restriction of no more than
20 B1 gaming machines per
licence. In 2005 Act (Small)
casinos, a maximum of 80 B1
machines are permitted.
Prior to the launch of the
Gambling Act Review in
December 2020, we recognised
that one of the most significant
opportunities for the Group
would be the reform of
gaming machine allocations.
Harmonising the entitlements of
the legislation to enable up to
80 machines in all casinos on
a 5:1 gaming machine-to-table
game ratio was the original
intention of the 2005 Act but,
until now, that intention had not
been delivered.
The laying of the necessary
Statutory Instruments, in early
summer 2025, to enable the
gaming machine allocations to
be amended was a significant
milestone. Legislation passed
in early July with a Coming Into
Force date for the reforms of
22 July, at which point we have
been able to apply to local
authorities to vary our licences
in line with the Government’s
reforms.
This is materially good news for
casino customers who have
been inadequately served by
the archaic constraints on
products, the supply of which
has failed to meet demand. We
are looking forward to the rollout
of additional machines, starting
in late Summer 2025, subject to
local authorities completing the
approval.
By Christmas 2025, we expect
to have increased our gaming
machine numbers by c. 800
from our current estate size of
1392. This will be followed by
the addition of a further c. 700
machines over the next couple
of years as the second phase
of our casino gaming machine
investment in England and
Wales progresses with learnings
from the first phase. Currently,
the reforms do not apply in
Scotland and we are working to
determine the likelihood of these
changes being applied north
of the border, so that Scotland
is included in our investment
plans. If and when the Scottish
Government passes legislation
to align with the reforms in
England and Wales, we will look
to add another c. 175 machines
across our five casinos in
Scotland.
The legislative changes will
make the UK more attractive
for global machine suppliers
who, until now, have been
underwhelmed by the
commercial appeal of a
constrained market. We plan to
increase the current number of
suppliers from four to six, and
look forward to introducing a
greater variety of machines and
game packs into the Grosvenor
estate.
24
The Rank Group Plc
2025 Annual Report
Sports betting
in casinos
Prior to the Gambling Act
Review, only 2005 Act casinos
have been permitted to offer
sports betting in their venues.
The legislative changes now
enable sports betting to be
available in all casinos.
We know that not all sports
bettors use casinos, but the vast
majority of casino players enjoy
a sports bet. In our one 2005 Act
casino, we have spent the year
developing the proposition in
terms of product, service and
customer journey with a view
to rolling out a sports betting
service more extensively across
the Grosvenor estate in the
coming months. This will see 38
Grosvenor venues offer sports
betting, with 356 Self Service
Betting Terminals (SSBTs) being
introduced across the estate.
Our casinos vary in terms of size
and customer demographics,
so a club-by-club approach to
sports betting is required. We
are planning to test different
concepts in a number of venues
ahead of further refinement
of the various ways in which
we can offer sports betting
to different audiences in our
casinos.
The provision of sports betting in
casinos will broaden the appeal
of Grosvenor venues to a wider
customer base.
The Rank Group Plc
2025 Annual Report
25
Group Overview
Gambling Act Review
Public policies: ongoing process
26
The Rank Group Plc
2025 Annual Report
Cashless
payments on
gaming machines
We live in an increasingly
cashless society and venues,
including casinos and bingo
clubs, which rely on the use of
cash are unable to fully optimise
a modern, customer-oriented
proposition.
The prohibition on the use
of debit cards in venues for
gaming is addressed in the
public policies in the White
Paper with the Government
looking to remove the
prohibition, subject to the
introduction of appropriate
player protections.
When this policy is delivered,
it will further meet the
expectations of customers
whilst, at the same time,
enabling stronger player
protection.
Provision of credit
for High Net Worth
overseas customers
in casinos
High Net Worth (HNW) visitors
to the UK do not, in general,
have UK bank accounts, but
have been able to facilitate
their spending in UK casinos
via a Gambling Commission
accepted process of a ‘Cheque
Cashing Facility’ (CCF).
This is problematic insofar
as cheques are increasingly
obsolete in the digital age and
the UK is the only country which
serves the HNW customer base
that cannot provide credit. The
provision of a regulated short-
term customer credit facility,
for HNW visitors in UK casinos,
requires primary legislation and
we continue to work with the
Government to identify a vehicle
for progressing this public policy.
Modernisations
in bingo clubs
The Government has confirmed
that delivery of the public
policies relating to bingo clubs
in the 2023 White Paper will not
be delivered before 2026.
These policies include the
allowance of a 2:1 ratio of
Category B3:Category C gaming
machines, replacing the current
20:80 ratio which limits the more
popular B3 machines to just
20% of the gaming machine
bingo club allowance. Similarly,
the opportunity to provide side
bets on the game of bingo will
be progressed no sooner than
2026.
We expect, in the autumn
of 2025, the publication of a
consultation to explore how
the Government can ensure it
provides targeted support for
bingo clubs which it recognises
are valued assets within local
communities.
The Rank Group Plc
2025 Annual Report
27
Group Overview
‘The right balance’
In its White Paper, the UK
Government set out its ambition
of “[making] sure that we have
the balance right between
consumer freedoms and choice
on the one hand, and protection
from harm on the other” (‘High
Stakes: Gambling Reform for the
Digital Age’; April 2023; DCMS).
A number of policies aimed
at addressing gambling-
related harm, particularly in
the Digital environment, have
been published. Some of these
changes have already been
delivered, others are currently
in consultation stage via
either DCMS or the Gambling
Commission, and some remain
as policies but are yet to be
consulted on.
Statutory levy
A statutory levy to fund research,
prevention and treatment (‘RPT’)
of gambling-related harm was
effective from April 2025 at the
following rates: 0.2% of Gross
Gambling Yield (GGY) for land-
based bingo; 0.5% of GGY for
land-based casinos; 1.1% of GGY
for UK digital operations.
Maximum staking
limits for online slots
A maximum staking limit of £5
per spin for online slots play,
was effective from April 2025,
with a maximum limit of £2
for customers aged under 25,
effective from May 2025.
Improving
consumer choice
on direct marketing
From May 2025, opted-in digital
customers have been required
to reconfirm their marketing
preferences by product and
channel.
Socially Responsible
Incentives
In January 2026, operators will
be unable to provide mixed
product promotional offers
and will adhere to new bonus
wagering requirements.
Financial Risk
Assessments
An industry Pilot commenced
in August 2024 - with work
continuing - with the aim of
identifying frictionless ways of
identifying potential financial
harm, using Credit Reference
Agencies. Also in August 2024,
Financial Vulnerability Checks
(FVCs) were mandated by the
Gambling Commission.
Financial limits and
pre-commitment
tools
Providing customers with
pre-commitment tools, such
as deposit limits, will be a
requirement of operators
from 31 October 2025.
Gambling Act Review
A focus on player protection
28
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
29
Group Overview
Strategic
Report
In this section
32
Statement from the Chief Executive
36
Our strategic pillars
42
Our key performance indicators
44
Business review
58
Section 172 statement
66
Sustainability
94
Improving our risk management approach
104
Alternative performance measures
106
Compliance statements
From colleague
to customer
Rank Group colleagues:
Matt, Maidenhead; Krittika, Mauritius
Matt, a Talent Acquisition Manager based in Maidenhead,
and Krittika, our Talent Acquisition Specialist in Mauritius,
work to recruit the right people, with the right skills,
to drive innovation and deliver personalised and
seamless cross-channel experiences across
our digital brands.
FIND OUT MORE ABOUT OUR
DIGITAL PLATFORMS IN THE
STRATEGIC REPORT,
PAGES 54 TO 57
Underlying LFL operating profit
2024/25
£63.7m
2023/24
£46.3m
Change from previous year
38%
30
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
31
Strategic Report
Delivering growth.
Unlocking opportunity.
Growth in all divisions
The year was marked by continued strong momentum,
with revenue growth across all businesses, and profit
growth supported by strong returns on investment. We
have delivered against our strategic priorities of sustained
growth in our Grosvenor venues; accelerating growth and
driving scale in digital; and maximising cash in our bingo
businesses. In particular, we have seen strong growth in
our Grosvenor venues and UK digital business, the two
businesses where significant investment has been targeted.
Across the Group, like-for-like (‘LFL’) net gaming revenue
(‘NGR’) of £795.3m was an increase of 11% on the prior
year.
In Grosvenor venues, where the ambition has been to
deliver sustained growth, LFL NGR grew 14% on prior
year with very strong growth of 17% outside London
and a 9% growth in London, with the flagship Victoria
Casino (The Vic) on Edgware Road affected by major
refurbishment works throughout most of the year.
Customer visits across the Grosvenor estate grew
3% and spend per visit grew 11%.
Mecca Bingo grew LFL NGR by 5% as we continue to
focus on growing revenue, driving cost efficiencies and
maximising the medium-term cash returns from the
business. Visitor numbers were flat year on year with
spend per visit increasing 5%.
Our UK venues businesses Grosvenor (4,359 employees)
and Mecca (1,556 employees) faced material pressures
from higher national minimum wage and employer
national insurance costs. LFL employment costs rose from
£244.7m in 2023/24 to £271.1m in 2024/25, in line with the
expectations set out in our 2024/25 Interim Results. Unlike
many other hospitality businesses, gambling companies
cannot readily pass these cost increases on to the
consumer in the form of higher prices.
Statement from the Chief Executive
John O’Reilly
Key financial highlights
2024/25
£m
2023/24
£m
Change
%
Total net gaming revenue
795.4
734.7
8%
LFL net gaming revenue
795.3
716.3
11%
Grosvenor Venues
378.4
331.3
14%
Mecca Venues
140.3
133.3
5%
Enracha Venues
40.9
37.6
9%
Digital
235.7
214.1
10%
Underlying operating profit
63.7
46.3
38%
Underlying LFL operating profit
63.7
46.3
38%
Grosvenor Venues
32.0
23.7
35%
Mecca Venues
3.4
3.6
(6)%
Enracha Venues
10.8
9.4
15%
Digital
33.3
23.7
41%
Corporate costs
(15.8)
(14.1)
(12%)
Separately disclosed items
2.5
(18.0)
-
Underlying net financing charge
(12.3)
(12.8)
4%
Statutory profit before taxation
53.9
15.5
248%
Taxation
(9.3)
(3.5)
(166%)
Statutory profit after taxation
44.6
12.0
272%
Underlying earnings per share
9.1p
5.9p
54%
Final dividend per share
2.60p
0.85p
206%
Net debt
130.8
132.5
1%
Net cash pre IFRS16
45.4
20.9
117%
Net free cash flow
27.7
27.6
(4)%
Capital expenditure
58.5
46.7
(25)%
We have had another successful
year, delivering revenue growth and
profit ahead of our expectations.
32
The Rank Group Plc
2025 Annual Report
Our Enracha venues in Spain delivered another strong
performance, with LFL NGR growth of 9% secured through
a 3% growth in visitor numbers and a 6% increase in spend
per visit.
In Digital, where we continue to pursue accelerated growth
as a cornerstone of the Group’s investment case, LFL
NGR grew 10%. Digital growth of 12% in the UK reflects
continued strong performance from the Grosvenor and
Mecca cross-channel brands. In Spain revenue was flat
year on year with key developments underway to return
the business to growth in the first half of 2025/26. In
December 2024 we disposed of the UK digital non-
proprietary (‘multi-brands’) business. All of the Group’s
digital brands are now utilising our proprietary platform
technology.
Enabling priorities underpin the strong
performance
The strong revenue growth has been underpinned by
our three enabling priorities: technology and data; safer
gambling, and people and culture.
Our technology roadmap continues to focus on delivering
a seamless cross-channel experience for our customers,
leveraging the competitive sweet-spot that we enjoy over
competitors with our casino-first and bingo-first offering
with leading brands, supported by our nationwide estate
of venues. Meeting the changing needs and exceeding
the expectations of our customers is the driver of our
investment in technology, as we increasingly focus on
personalising experiences across our brands. This year,
we have successfully migrated our proprietary technology
to the cloud, enhancing our scalability, improving our
technical reliability and securing operational efficiencies.
The delivery of a single cross-channel membership system
for Mecca in the coming months will complete a step-
change in how we utilise data to significantly improve the
cross-channel customer experience.
Safer gambling remains at the heart of what we do and how
we generate sustainable growth. Ongoing improvements
to the capabilities and training of our dedicated safer
gambling teams and wider customer-facing colleagues
alongside our proprietary monitoring technology help us to
make continued progress. This ensures that our teams are
identifying potential harmful play and providing early, and
high quality, customer interactions.
Talented and committed people are essential in a service-
orientated hospitality business, and our investment
in colleagues is evidenced by an overall employee
engagement score of 8.3, up from 7.9, placing Rank in
the top quartile of the consumer industry benchmark.
Customer Net Promoter Score (NPS) across Rank’s
businesses increased from 52 to 54 over the course of the
year, a further endorsement of the service quality being
delivered by colleagues.
Operating profit
The NGR growth across all our businesses has converted to
a strong profit performance, ahead of our expectations.
Underlying LFL operating profit for the Group increased to
£63.7m, up 38% from £46.3m in 2023/24, which was itself
more than double the £19.7m profit outturn in 2022/23.
We are now delivering consistently strong growth numbers
with a clear path towards Rank’s target of at least £100m
annual operating profit in the medium term.
The Group’s underlying LFL operating margin of 8.0%, up
from 6.5% in 2023/24, is primarily a result of improved
revenues, partially offset by increased employment costs
and higher depreciation costs, reflecting the increase in
capital investment.
Statutory total Group operating profit for the period was
£67.0m (2023/24: £29.4m).
Separately disclosed items (‘SDIs’)
Separately disclosed items in the period totalled a £2.5m
credit, (2023/24: £18.0m charge) including the profit on
the sale of the UK digital non-proprietary business in H1
and credits associated with the historic closure of venues.
These were offset by the amortisation of intangible assets
and property related provisions.
Underlying net financing charge
The £12.3m underlying net financing charge for the year
was lower than the prior period’s charge of £12.8m, due
to lower facility drawings through the year and lower loan
amortisation costs. The underlying net financing charge
includes £8.6m of lease interest calculated under IFRS 16.
Taxation
The underlying effective corporation tax rate for 2024/25 was
18.1% (2023/24: 18.8%). We expect the underlying effective
tax rate for 2025/26 to be between 20% and 22%, being
below the UK statutory tax rate, on account of international
profits being taxed at lower rates than in the UK.
On a statutory basis, the Group had an effective tax rate of
17.3% (2023/24: 22.6%). This is lower than the effective
tax rate on underlying profit due to some of the separately
disclosed items not attracting a tax charge.
The Group had an effective cash tax rate of (2.2)% (2023/24:
(15.5)%. The cash tax rate differs from the standard rate of
UK tax due to tax refunds, brought forward tax losses and
dividend refund claims in Malta.
The Group is expected to have a cash tax rate of
approximately 7-9% for the year ended 30 June 2026. The
cash tax rate is driven by the utilisation of brought forward
tax losses to offset taxable profits arising in the UK.
The Rank Group Plc
2025 Annual Report
33
Strategic Report
Earnings per share (‘EPS’)
Underlying EPS increased to 9.1p from 5.9p in the prior
year, driven by the improvement in underlying LFL
operating profit and lower net financing charges. Total EPS
increased to 9.5p from 2.7p in 2023/24.
Cash flow and net debt
As at 30 June 2025, the Group had a closing net cash
balance (excluding lease liabilities) of £45.4m.
Net debt was £130.8m. Debt comprised £30.0m of term
loan and £176.2m in finance leases, offset by cash at bank
of £75.4m.
On 9 January 2025, the Group extended £100.0m of its
£120.0m total bank facilities for a further 12 months,
ensuring appropriate financing is in place until January
2028. We have significant headroom against all the
financial covenants associated with our bank facilities.
2024/25
£m
2023/24
£m
Operating profit from continuing
operations
63.7
46.3
Depreciation and amortisation
52.8
47.7
Working capital and others
10.9
25.1
Cash inflow from operations
127.4
119.1
Capital expenditure
(58.5)
(46.7)
Net interest and tax
(2.0)
(5.7)
Lease payments
(39.7)
(39.0)
Cashflows in relation to SDIs
0.5
(0.1)
Net free cash flow
27.7
27.6
Business disposal
3.8
(0.8)
Dividend paid
(7.0)
-
Total cash inflow
24.5
26.8
Opening net cash / (debt) pre IFRS 16
20.9
(5.9)
Closing net cash pre IFRS 16
45.4
20.9
IFRS 16 lease liabilities
(176.2)
(153.4)
Closing net debt post IFRS 16
(130.8)
(132.5)
Whilst still an inflow, working capital was lower in 2024/25
due to the reinstatement of employee bonuses in the prior
year.
Capital allocation policy and dividend
It is the Board’s primary intention to ensure the Group
maintains a strong balance sheet position and has
appropriate financing in place to manage operational
requirements.
We have introduced return on capital employed (ROCE)
as an alternative performance measure on which we
will regularly report and which will form part of senior
management remuneration. In 2024/25, ROCE was 14.5%,
up from 10.3% in 2023/24 and 4.0% in 2022/23.
The Group will continue to invest capital in a disciplined
manner to generate attractive returns by improving the
customer proposition and maximising the opportunity
presented by the forthcoming land-based casino reforms.
This includes addressing the historical backlog of
infrastructure investment that is required to ensure our
venues are operating effectively, an area in which we have
made good progress over the last two years.
Growth capital expenditure is subject to strict hurdle
rates, typically with a payback of three years or less. We
will prioritise investment in venues based on the clearest
growth opportunities, the competitive potential in local
markets, and investments that allow us to quickly assess
the impacts of the land-based casino reforms.
The Group will make returns to shareholders by way of an
ordinary dividend, operating a progressive dividend policy,
with a payout ratio that is expected to grow to over 35% in
the medium term.
After consideration of inorganic growth opportunities that
align with the Group’s strategic plan, any surplus capital
will be returned to shareholders through supplementary
returns at the Board’s discretion.
In line with the above dividend policy, the Board is
recommending a final dividend of 1.95 pence per share.
Subject to shareholder approval, the final dividend will
be paid on 24 October 2025 to shareholders on the register
as at 19 September 2025. The total dividend declared
for 2024/25 is 2.60 pence per share, up from 0.85 pence
in 2023/24.
Statement from the Chief Executive
John O’Reilly
34
The Rank Group Plc
2025 Annual Report
Sustainability update
Rank’s approach and commitment to sustainability
continues to revolve around four focus areas:
Customers
,
Colleagues
,
Environment
and
Communities
.
Customers
We are dedicated to the safe play of our Customers, with
safer gambling being at the heart of everything we do.
Through promotion of messaging and the availability of
tools to support safe play, we empower our customers to bet
and play responsibly across all products and all channels.
We continue to refine our approach, introducing additional
ways of raising awareness and new methods to detect
at-risk play. This year, we commenced a pilot exercise to
enhance safer gambling awareness for online customers
through the use of display messaging while they are
logged in and active. We were also particularly proud to
receive the European Safer Gambling Initiative Award for
our development and use of Hawkeye, our in-house live
customer monitoring platform.
We have retained a safer gambling customer feedback
score of 84% this year and, while we are pleased with this,
we are targeting an improvement through the continued
progression of our player protection approach. We
recorded an above-target Customer Net Promoter Score
(NPS) of 54, which reflects the significant enhancements
we have implemented in our product and service offering,
including the introduction of new customer service portals
for our digital brands.
Our colleagues play a vital role in how effectively we
deliver safer gambling. We provide regular training,
including in our Spanish business where we have
developed programmes for our colleagues in partnership
with organisations that address gambling addiction. A
three-point increase in our safer gambling eNPS (which
measures colleague sentiment on how Rank performs on
safer gambling) to 72, underlines the progress we continue
to make and exceeded our target for the year.
Colleagues
For our Colleagues, our employee value proposition, ‘Work.
Win. Grow.’, continues to be reflected across the colleague
experience, enabling our teams to thrive in an inclusive
working environment through engaging work. We have
evolved our talent and learning strategy, introduced more
places on our mentoring programme, launched in-person
strategy days for our UK digital business, and advanced
Grosvenor’s Like to Love programme. The success of
these efforts is evident in the four-point increase in
our employee engagement score to 8.3. We continue to
promote equality, diversity, and inclusion across the Group.
Our representation of women in senior roles stands at
32%, with further progress to be made, and we are pleased
to report an improved mean gender pay gap with a mean
gender pay gap of 11.7%, below the UK average of 13.1%
(source: ons.gov.uk, 2024 data).
Environment
In terms of Environment, we have made significant
progress on our journey towards a Net Zero Pathway.
This year, we achieved an above-target reduction of 5,520
tCO
2
e in absolute carbon emissions. We also formally
launched our Environmental Policy, which enshrines our
commitment to reducing our carbon emissions across
our operations and reaching net zero by 2050, alongside
new waste management and water stewardship policies.
Regarding Scope 2 emissions, all our purchased electricity
in the UK and Spain is now sourced from renewable
energy. We have completed our Scope 3 emissions
baselining exercise for our UK portfolio, having finished
the exercise for the Spanish venues in 2023/24. We have
now transitioned to in-house carbon emissions accounting,
providing greater visibility and ownership of this crucial
data.
Communities
Our commitment to the Communities in which we operate
remains steadfast. Our colleagues have close ties to
their localities and a strong desire to make a positive
difference. Our Mecca venues, in particular, are much
more than bingo clubs. They are places of entertainment
where customers meet and socialise, and we are proud
of the role they continue to play bringing communities
together. Throughout the year, our teams have actively
fundraised and volunteered for a wide range of charities
and organisations. Our Group-wide partnership with Carers
Trust has been particularly impactful; we surpassed our
fundraising target for the year, raising over £400k, and
have now collectively raised over £4 million for the charity
since 2014.
Governance
Underpinning everything we do is a best practice approach
to Governance. Through the right training, policies, and
procedures, we ensure that all our operations adhere to
the highest standards of business ethics. We have also
reviewed the Double Materiality Assessment conducted
last year, completing a validation exercise with external
stakeholders to confirm that our focus areas remain
relevant and impactful.
John O’Reilly
Chief Executive
The Rank Group Plc
2025 Annual Report
35
Strategic Report
For many years our purpose
has been to excite and
entertain customers.
Across all our brands and channels,
that purpose is underpinned by our
five strategic pillars which ensure
our colleagues remain relentlessly
focused on delivering an
experience that delights our
customers at all times.
This, in turn, secures customer loyalty and
positions the Group well for growth, allowing
us to deliver sustainable long-term returns that
drive shareholder value.
Our strategic pillars dovetail with our investment
case as we strive to deliver sustained growth
in our Grosvenor venues, accelerate growth
across our digital brands, maximise cash in
Bingo and ready ourselves for the benefits of
the Gambling Act Review. These priorities align
with our strategic intent to improve our cash
generation profile: we have invested for growth
over the course of the year with significant
capital expenditure projects, such as the £15m
refurbishment of our flagship casino, The Vic,
on London’s Edgware Road, the completion
of our investment in our Grosvenor Leicester
Casino and targeted investment in some Mecca
and Enracha venues.
Our operating profit increased to £63.7m, up
38% on the prior year. The year ahead will see us
sustain relatively elevated levels of investment
as we maximise the opportunities available to
us from the Gambling Act Review whilst also
continuing to grow our operating profit and
improve cash generation. Beyond the year
ahead, we look forward to the third phase of our
plan, where we will be strongly cash generative,
having further increased profitability and with
capital expenditure having returned to normal
levels.
Strategic pillars
36
The Rank Group Plc
2025 Annual Report
What we said
What we did
What’s next
Single membership
system for Mecca
customers
In H2 2024/25, Mecca Visits, a new entry
system that provides real time information
on customers when they visit our venues,
was introduced.
Delivery of the final phase of our single
membership project to provide a fully
unified, holisitic profile of the cross-channel
customer.
New joint liquidity
Mecca game across
venues and online
Mega Money Live was launched in June
2025, a joint liquidity game live streamed
from one of our venues and available to all
customers.
Further enhancements to the customer
experience with weekly games and
‘follow-on’ calling functionality to enable
continued play in venues.
Enracha brand to be
standardised cross-
channel
Unification of the enracha.es platform
using Enracha venues’ brand identity and
imagery.
Update of the Enracha brand in our venues
with bespoke variations on the theme for
each venue.
In-house developed
Mecca app
Both the Grosvenor and Mecca apps were
launched in H1 2024/25 with increased app
penetration across both brands.
Improved customer journey for our
venues customers to showcase our digital
products.
Ongoing technology
developments to
support our single view
of the customer
Integration of core marketing and
customer services onto the Group’s
centralised engagement platform.
Retirement of legacy data environments
and decentralisation of data storage.
Ongoing product
development to
drive distinctiveness
through offering
popular venue games
online
Mecca Cash Dash launched online in H2
2024/25, a first-to-market, popular fixed-
odds venues game. Mecca Cash Strike, a
branded cross-channel exclusive game,
also launched in H2.
Launch of streamed baccarat, live from our
Grosvenor venues, to diversify the product
for our cross-channel customers.
Strategic pillar 1
Provide a seamless and tailored experience
for customers across venues and online
Percentage of venue customers that play with us online
Grosvenor
5%
Mecca
10%
Percentage of digital NGR from cross-channel customers
Grosvenor
27%
Mecca
18%
The Rank Group Plc
2025 Annual Report
37
Strategic Report
What we said
What we did
What’s next
Through our Next
Gen project we will
deliver more tailored
customer experiences,
promotions and
functionality
The platform modernisation programme
has progressed with a substantial re-write
of our player management system,
rollout of enhanced wallet systems and
significant infrastructure improvements
to deliver customer-facing performance
improvements.
Enhanced bonus functionality will be
delivered along with tailored experiences
and promotions to personalise customer
journeys more effectively.
Launch live streams
and chat for sports
through YoSports.es
YoSports TV successfully launched with
growing engagement levels and celebrity
collaborations.
We will grow the Yo community by
partnering with journalists and influencers
to enhance the strength of the brand;
casino tournaments will be enhanced
with live streaming and chat.
Develop our Spanish
bingo platform to
further improve its
resilience and ability to
scale
Testing environment established to
improve capacity and stability of Spanish
online bingo rooms. Performance testing is
underway and expected to conclude in Q1
2025/26.
Spanish online bingo customers will
benefit from much improved platform
capability and stability with rollout of new
enhancements in H1 2025/26, improving
the proposition and allowing for bigger
prize pools.
Complete the licensing
process to launch Yo
Bingo in Portugal
Ongoing preparation for the platform
upgrade as homologation process
completes.
Progression to final phase of homologation
process in Portugal with customer launch
in 2025/26.
Strategic pillar 2
Drive digital growth powered by our proprietary
technology and live play credentials
Digital NGR
UK
£208.8m
Change from previous year
+12%
International
£26.9m
Change from previous year
0%
Digital customer numbers
UK
720k
Change from previous year
-6%
International
65k
Change from previous year
-17%
Strategic pillars
38
The Rank Group Plc
2025 Annual Report
What we said
What we did
What’s next
Major refurbishment
programmes at three
Grosvenor venues,
including The Victoria
Casino in London
Completed investments at three
Grosvenor venues, including Rank’s biggest
investment project, the £15m refurbishment
of The Vic.
Major refurbishments planned at five more
Grosvenor venues with smaller capital
expenditure spend as preparations for
casino reforms accelerate.
Upgrade of 200 gaming
machines in Grosvenor
325 new gaming machines and 545
electronic gaming terminals rolled out
across the estate, along with the launch of
sports betting in Grosvenor Luton, our only
2005 Act licence.
Roll out of c. 800 additional gaming
machines in H1 2025/26 as a result of the
casino reforms.
Refurbishment of a
further eight Mecca
gaming machine areas
Five Mecca venues benefitted from
gaming machine capex improvements
with three further venues delayed to allow
prioritisation of a larger programme of
improvements at Mecca Leeds Crossgates.
Twelve more Mecca venues will receive
further improvements to gaming machine
areas.
External upgrades
to an additional five
Mecca venues
Four external upgrades completed in
Beeston, Southend, Blyth and Leeds
Crossgates, with one scheme delayed
until 2025/26.
Ten further Mecca venues will benefit from
improvements to external upgrades.
Investments in new
bingo display screen
in a number of Mecca
venues to support
a more experiential
gaming experience
Mecca Thanet and Mecca Leeds
Crossgates both benefitted from new
bingo display screens with positive
customer reactions, and we launched a
new £100K game.
Extra content will be rolled out across the
Mecca estate to refine and improve the
modern bingo experience, with our £100k
big bingo game becoming a quarterly
event. We will invest in external gaming
terraces to improve customer experience.
Additional 1,000 new
gaming machines
rolled out across the
Mecca estate
We completed the rollout of 1,000 new
gaming machines during the year
including 850 Equinox cabinets from
Light & Wonder.
With the core of the gaming machine
investment in Mecca complete, attention
will focus on smaller scale gaming
machine product modernisation in
2025/26.
Strategic pillar 3
Continuously evolve our venues estate with
ongoing propositions that appeal to both existing
and new customers
Venues’ LFL NGR
Grosvenor
£378.4m
Change from previous year
+14%
Mecca
£140.3m
Change from previous year
+5%
Enracha
£40.9m
Change from previous year
+9%
Venues’ strategic investment
Grosvenor
£23.9m
Change from previous year
+71%
Mecca
£4.5m
Change from previous year
-10%
Enracha
£1.0m
Change from previous year
+0%
Venues’ NPS
Grosvenor
69
Change from previous year
-3%
Mecca
77
Change from previous year
-1%
Enracha
63
Change from previous year
+13%
The Rank Group Plc
2025 Annual Report
39
Strategic Report
Strategic pillar 4
Be passionate about the development and
wellbeing of our colleagues and the contribution
they make to their communities
What we said
What we did
What’s next
Continue the
development of our
people systems
ensuring we
drive operational
efficiencies through
payroll optimisation
UK payroll controls, governance and
reporting have been strengthened
with adoption of Dayforce Workforce
Management as a single data source
resulting in better stability and increased
efficiencies.
Streamline recruitment and onboarding
with Dayforce Recruit, along with enabling
complementary AI technology. Automation
of AI-led self-service for managers and
colleagues.
Rollout a Group-
wide volunteering
policy aimed at
offering volunteering
opportunities to help
our local communities
and our charity
partner, Carers Trust
Platform scoping work for volunteering
has reached its final stage ahead of the
onboarding of our platform partner of
choice in Q1 2025/26.
The volunteering platform will be launched
with the rollout of an accompanying
community strategy to drive colleague
engagement and take-up.
Baselining of Group-
wide Scope 3 emissions
to be completed with
an approved reduction
action plan
The Group baseline has been completed.
We achieved an above-target reduction of
5,520 tCO
2
e in absolute carbon emissions.
We will begin a supplier engagement
programme and data improvement
programme in 2025/26.
Employee engagement score
8.3
Change from previous year
+5%
Women in senior
management
32%
Change from previous year
-3%
Carbon emissions tCO
2
e
16,498
Change from previous year
-25%
Total charitable funds raised
£401k
Change from previous year
+24%
Strategic pillars
40
The Rank Group Plc
2025 Annual Report
Strategic pillar 5
Build sustainable relationships with our customers by
providing them with safe environments in which to play
What we said
What we did
What’s next
Upon receiving
clarification regarding
the implementation
of the Gambling Act
Review, the Group
will complete the
delivery of the required
changes, specifically
regarding customer
affordability, slots
staking limits and
marketing preferences
Financial Vulnerability Checks were
introduced in August 2024 with reduced
thresholds applied in February 2025.
We implemented the maximum online
slots staking limit in early April 2025 with
a £5 maximum limit (£2 for U25s). The
statutory levy for Research, Prevention and
Treatment of gambling harm became
effective in April 2025. In May, we adhered
to the new requirements on customer
choice for direct marketing online.
We anticipate changes will be required
to the customer journey as a result of
deposit limit requirements set out by the UK
Gambling Commission in H1 2025/26.
We will prepare for the restriction on
offering cross-product bonuses later in
FY2025/26 and the x10 cap on wagering
requirements.
We will also continue to work closely with
industry peers to ensure proposals and
consultations are responded to effectively
with evidence provided pointing to
customer and operator impact.
Continue to develop
Grosvenor’s approach
to safer gambling with
more personalised
customer journeys
based on individual
risk and affordability
We’ve upgraded our safer gambling
systems to enable greater personalisation
and tailored risk assessments with
enhanced risk management processes
and the further development of colleague
skillsets. All data points for our proprietary
safer gambling tool, Hawkeye, are now
sourced from our Central Engagement
Platform.
Further player protection training will be
rolled out to over 500 managers across the
Grosvenor estate as our focus on honing
the skillsets of colleagues continues.
Continue our focus
on delivering safer
gambling interactions
Hawkeye was awarded EGR’s ‘Safer
Gambling Operator of the Year’ in H1
2024/25. In Mecca venues, we have
introduced handheld devices to colleagues
to monitor live gaming machine data and
play. In Grosvenor, our Safer Gambling
Employee Net Promoter Score (eNPS), which
measures how likely our colleagues are to
recommend Grosvenor’s approach to safer
gambling practices, increased from 64 to
72 over the year.
We will expand our Hawkeye reporting
suite and introduce positive play indicators
to build a more detailed risk score. We
will continue to make refinements and
improvements to the Risk App used in
venues.
Safer gambling eNPS
72
Change from previous year
+4%
Customer safer gambling
feedback score
84%
No change from previous year
UK digital customers using
safer gambling tools
30%
Change from previous year
-3%
The Rank Group Plc
2025 Annual Report
41
Strategic Report
Underlying
1
net gaming revenue (‘NGR’)
Underlying NGR is an indicator of the Group’s top-line
growth. It is revenue retained from the amounts staked
after paying out customer winnings and deducting
customer incentives. Underlying NGR increased by 8% in
the year with all business units in growth.
2024/25
£795.4m
2023/24
734.7m
2022/23
£681.9m
Underlying
1
operating profit/(loss)
Underlying operating profit provides a picture of the
underlying performance and is a key indicator of the
Group’s success in delivering top-line growth while
controlling costs. Underlying operating profit increased
131% in the year with all business units in growth.
2024/25
£63.7
2023/24
£46.3m
2022/23
£18.5m
Net debt
Net debt is calculated as total borrowings less cash and
short-term deposits. Net debt decreased in the year due to
improvements in cash generated from operations.
2024/25
£130.8m
2023/24
£132.5m
2022/23
£174.9m
Underlying
1,2
EPS
Underlying EPS is a key indicator of the Group’s growth
before allowing for separately disclosed items. Underlying
EPS increased to 5.9p.
2024/25
9.1p
2023/24
5.9p
2022/23
1.1p
Financial KPIs
Key performance indicators 2024/25
Strong performance in key metrics
42
The Rank Group Plc
2025 Annual Report
Stakeholder KPIs
Customer Net Promoter Score (‘NPS’)
NPS is a key indicator of customer loyalty by looking at
their likelihood of recommending our offer. Customer NPS
increased to 54 from 52 in the prior year.
2024/25
+54
2023/24
+52
2022/23
+43
Employee engagement score
Employee engagement score serves as our key
performance indicator for employee satisfaction and
is linked to executive remuneration. Achieving a score
of 8.3 this year, we exceeded our target of 8.1 and
achieved a four-point increase on last year’s score of 7.9.
2024/25
8.3
2023/24
7.9
2022/23
N/A
Dividend per share
Dividend per share is the sum of declared dividends issued
by the Company for every ordinary share outstanding.
The continuing recovery in profitability combined with
the Group’s balance sheet strength gives the Board the
confidence to propose a resumption of ordinary dividend
payments.
2024/25
2.60p
2023/24
0.85p
2022/23
0p
1.
Underlying measures exclude the impact of amortisation of acquired intangibles;
profit or loss on disposal of businesses; acquisition and disposal costs including
changes to deferred or contingent consideration; impairment charges; reversal of
impairment charges; restructuring costs as part of an announced programme and
discontinued operations, should they occur in the period. Collectively these items
are referred to as separately disclosed items. For the reconciliation of these KPIs to
the reported measures of the Group’s continuing operations, refer to the APM section
on page 105
2. Before discontinued operations.
The Rank Group Plc
2025 Annual Report
43
Strategic Report
Business Review
Grosvenor Venues
Sustained underlying improved performance,
with casino reforms set to provide a step-
change for customers and Grosvenor
profitability.
44
The Rank Group Plc
2025 Annual Report
The Grosvenor Casinos business has
delivered another year of very strong
revenue and earnings growth.
Underlying LFL NGR grew 14% compared to the prior year,
and at a higher rate than the 9% growth seen in 2023/24.
The average weekly NGR for the year was £7.3m per week,
up from £6.3m in the prior year and ahead of the target of
achieving average weekly revenues of £7m per week. In
the interim results we increased our expectations that,
excluding the legislative reforms in the Gambling Act
Review, we would grow Grosvenor’s average weekly NGR to
at least £8.0m per week in the medium term. The success of
2024/25 positions the business firmly on this pathway.
The revenue growth was delivered through visitor numbers
growing 3% and an increase of 11% in spend per visit.
The business saw an improvement in table margin of 1.7
percentage points in the year, the result of continued
benefits from the investment in both table equipment
and the table management system being progressively
rolled out across the estate. London venues grew NGR
9% with the rest of the UK growing 17%. The relative
underperformance of our London venues is largely the result
of the major refurbishment works at the Grosvenor Victoria
Casino (The Vic) on London’s Edgware Road, which took
place from October 2024 and successfully concluded in July
2025. Excluding The Vic, LFL NGR grew 21% in London.
The revenue growth being delivered in the Grosvenor
business is the result of the significant and targeted
investments that we have made in our venues, an
improved product offering, improvements to customer risk
management, and our people and culture. They are an
encouraging prelude to the growth that we anticipate as a
result of the land-based casino reforms of higher machine
allocations and sports betting which came into force on 22
July 2025.
Key financial performance indicators
2024/25
£m
2023/24
£m
Change
LFL
1
NGR
378.4
331.3
14%
London
117.5
108.1
9%
Rest of the UK
260.9
223.2
17%
Total NGR
378.4
331.3
14%
Underlying
2
LFL
1
operating profit
32.0
23.7
35%
Total operating profit
29.8
16.5
81%
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact
of club openings, club closures, foreign exchange movements and discontinued
operations.
2.
Before the impact of separately disclosed items.
The Rank Group Plc
2025 Annual Report
45
Strategic Report
At a product level, table gaming revenues grew 18% on the
prior year, benefitting from the 1.7 percentage point increase
in the table gaming margin and growth in stakes/handle.
Electronic gaming revenues grew 21% on the prior year. In
total, 726 electronic roulette terminals have been upgraded
since January 2022, at a cost of £10.7m, with 545 new
terminals upgraded in the past year. Blackjack and baccarat
have also been added to the electronic offering to broaden
the customer appeal.
Increasingly, our customers enjoy the appeal of gaming
machines, but legislation has hitherto constrained the
supply of machines resulting in unmet customer demand.
LFL growth in the year has, therefore, been relatively modest
at 8%. We expect this will be transformed with the rollout
of new gaming machines, permitted by the increase in
machine allocations from 22 July 2025. As well as increasing
the number of machines, we are working to introduce
a greater variety of machines and game packs into the
Grosvenor estate. We will increase the number of suppliers
with whom we partner from four to six over the course of the
next year.
We have used the past year to research and refine the sports
betting proposition, currently available only in Grosvenor’s
2005 Act casino in Luton, with a view to rolling out a
sports betting offer to 38 Grosvenor venues over the next
12 months. These will take the form of dedicated premium
sports betting lounges in a small number of casinos with
access to sports betting terminals in sports viewing areas
in other venues. Approximately, 350 self-service betting
terminals are expected to be installed in 2025/26.
Our investment in venues in 2024/25 has included two
significant capex projects, including the conclusion of the
work in Grosvenor Leicester and in the Grosvenor Victoria
(The Vic) in London. The refurbishment of Grosvenor
Leicester completed at a total cost of £4m and we have
been delighted with the initial return on investment, with
NGR up 19% and visits up 10% since the refurbishment
against the same period in the prior year. We anticipate
further improvements with the benefit of the casino
reforms. The Vic refurbishment is one of the largest single
capital investments in Rank’s history at a cost of c. £15m.
Work began in October 2024 and completed in July 2025,
transforming our flagship Grosvenor Casino. During
the 10-month long renovation works, we remained open
for business, closing areas of the venue in sequence and
reopening when work was complete. Weekly NGR during
this period was down c. £0.12m on the prior year.
Elsewhere, smaller scale investments in our venues have
been focused on preparations for the legislative reforms
which are now being rolled out. Grosvenor casinos in Stoke,
Cardiff, Stockton, Thanet, Luton, Didsbury and Plymouth
have all received modest investments during the year.
Business Review
Grosvenor Venues
46
The Rank Group Plc
2025 Annual Report
The current estate of 1,367 machines will increase by
around 850 in 2025/26, providing the approval process
of local authorities in England and Wales is in line with
our expectations. We have built flexibility into this plan,
recognising the likelihood that local authorities will not
approve all licence variation applications at the same time.
Broadly, however, we expect customers to be enjoying the
first extra machines during Q1. Casinos in the first phase
of investment for which we expect to be able to install the
maximum 80 machines per venue will be The Vic, Blackpool,
Bolton, Leeds, Leicester, Luton and Reading South.
The first phase of the rollout of additional gaming machines
will provide rich data to inform a ‘test and learn’ approach
to the precise phasing and rollout of a further c. 650
machines over the two and a half years to end of 2027/28.
These updated machine numbers exclude Scotland which
requires the legislative reforms to be adopted by the Scottish
Government. When we are able to offer additional machines
in Scotland, a further 188 machines will be rolled out,
bringing the total machine estate to 3,066 for the current
Grosvenor Casinos estate.
The strong revenue growth performance and the confidence
in the outlook for the Grosvenor business are underpinned
by our commitment to safer gambling and the approach we
take to customer risk management. Our aim is the successful
early identification of potentially harmful play, triggering
timely and appropriate customer interactions which protect
our customers but minimise unnecessary customer friction.
Supporting our colleagues in delivering high quality
interactions by developing their skillsets and equipping
them with timely data helps us to ensure the customers who
require support receive it in an appropriate way. Our Safer
Gambling Employee Net Promoter Score (eNPS), which
measures how likely our colleagues are to recommend
Grosvenor’s approach to safer gambling practices, increased
from 64 to 72 over the year and Grosvenor’s safer gambling
customer feedback score improved to 88% (2023/24: 85%).
Grosvenor’s cultural transformation programme ‘From
Like To Love’ continued to be developed over the course of
the year with 631 management grade colleagues attending
training programmes designed to support our journey to
become the UK’s most loved casinos. The employee opinion
survey undertaken in May 2025 returned very strong results,
with an engagement score of 8.4, up from 7.9 recorded in
May 2024, underlining the significant progress made over
the year.
Employment costs are by far the most significant operating
costs in the Grosvenor Casinos business and these have
significantly increased since April 2025 as a result of the
increase to the National Living Wage (annualised cost
impact of c. £5m), and higher employer National Insurance
contributions (annualised cost impact of c. £4m). These
employment cost increases for FY 2025/26 are prior to any
further increases in the living wage from April 2026. The
statutory levy for the Research, Prevention and Treatment
(‘RPT’) of gambling-related harm, applicable from April
2025, adds a further annualised cost impact of c. £2m.
These cost headwinds are set in the context of a Grosvenor
Casinos business which has a largely fixed or semi-fixed
cost base. When the business grows revenues, it is able to
materially grow profit. The improved revenue performance
of the Grosvenor business has delivered a 35% growth in
underlying LFL operating profit to £32.0m, following on
from the 42% profit growth delivered in 2023/24.
At a statutory level, Grosvenor operating profit improved
from £16.5m in 2023/24 to £29.8m.
During the year, there were impairment charges of
£4.5m and impairment reversals of £3.2m, driven by the
performance of individual venues. The impairments occur
where performance has fallen short of expectations or the
future prospects for that venue have been reduced. Similarly,
impairment reversals occur where the venue has over-
performed or future prospects have increased including the
additional opportunity presented by the land-based reforms.
The Grosvenor business has a talented management team,
engaged set of committed colleagues, a strong roadmap of
investments and other initiatives to drive revenue growth
and further efficiencies and, of course, the rollout of long-
awaited land-based casino reforms.
We look forward to providing more detail on the Grosvenor
business at our Capital Markets Event, which will be hosted
at the newly refurbished Victoria Casino in London on
22 October 2025.
The Rank Group Plc
2025 Annual Report
47
Strategic Report
Business Review
Mecca Venues
Robust revenue growth from
a rationalised estate of vibrant
venues, with leading brand strength
powering cross-channel ambitions.
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The Rank Group Plc
2025 Annual Report
Key financial performance indicators
2024/25
£m
2023/24
£m
Change
LFL
1
NGR
140.3
133.3
5%
Total NGR
140.4
138.9
1%
Underlying
2
LFL
1
operating profit
3.4
3.6
(6)%
Total operating profit
(loss)
5.6
(1.7)
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact
of club openings, club closures, foreign exchange movements and discontinued
operations.
2
Before the impact of separately disclosed items.
Recent years have seen a significant
rationalisation of the Mecca estate, a
process that has concluded with two
venue closures over the past year,
bringing our estate size to 50 clubs.
A more competitive business, with
thriving clubs offering stronger prize
boards as a result of higher liquidity,
speaks directly to our strategic focus
of maximising cash from the Mecca
business over the medium term.
Mecca LFL NGR grew 5% in the year. Visitor numbers were
flat year-on-year with spend per visit increasing 5%.
The mainstage bingo game remains the primary driver
of admissions. Our focus on ensuring competitive prize
boards at prices that are consistently good value has seen
bingo Gross Gaming Revenue (GGR) grow 4%, with NGR
declining c. 1% due to the additional prize money we
have invested. The need to appeal to new audiences and a
younger demographic is important to sustain the long-term
appeal of our venues. We continue to attract high numbers
of customers coming to clubs, with c. 160k new members
during the year, of whom 57% were aged under 40. The
new members in 2024/25 represent 29% of all active
customers.
Customers increasingly expect a modern proposition, and
during the year we deployed an additional 1,500 new Mecca
Max tablets as the migration to electronic rather than paper
bingo continues. Electronic bingo now accounts for 76%
of bingo revenues on the mainstage game, up from 73% in
2023/24.
The Rank Group Plc
2025 Annual Report
49
Strategic Report
Business Review
Mecca Venues
During 2024/25 850 Equinox cabinets from Light &
Wonder were rolled out replacing the much older Clarity
machines. To further modernise the gaming machine
estate, 664 machines, from a mix of suppliers including
Novomatic, Inspired, Blueprint and Light & Wonder were
also introduced across the estate. Our venues in Aberdeen,
Leicester, Paisley, Bolton and Leeds Crossgate have been
the latest venues to benefit from investments to their
gaming machine areas including refurbishment, improved
lighting and audio quality. This brings the number of
Mecca venues that have now received refurbishments to
gaming machine facilities to 25 in the past three years.
Staking in Mecca venues that received investment in
2024/25 was 14% higher than staking levels in clubs
that did not.
Gaming machine revenues were up 9% year-on-year and
now account for 41% of Mecca’s NGR, with plenty of scope
for further growth, particularly with Gambling Act reforms
still to come.
The interval bingo game grew LFL NGR by 6%, with food
and beverage revenues increasing by 1%.
The other key focus for investment throughout the year
has been improvements to external signage. Enhancing
the look and feel of Mecca’s venues by making them more
externally appealing drives attendances, and our clubs in
Blyth, Beeston, Southend and Leeds Crossgates are the
latest of 19 clubs to now enjoy a more modern, attractive
appearance since the investment programme commenced
in FY 2022/23.
In line with the commitment across the entire Group,
managing customer risk and ensuring safer gambling is
a priority for Mecca. Following the investment in 2023/24
in a new customer monitoring system for gaming machine
players, in 2024/25 Mecca has introduced new handheld
devices in order to prompt colleagues when customers
meet thresholds, including both expenditure and time.
This enables prompt real time interactions with customers
to ensure they are playing safely. Our safer gambling
customer feedback score improved to 88% (2023/24: 83%)
and our safer gambling eNPS improved to 80 (2023/24: 77).
Mecca’s Customer Net Promoter Score in 2024/25 remains
very strong at 77 (2023/24: 78) and a record colleague
engagement score of 8.5 (2023/24: 8.3) was achieved in
our most recent employee opinion survey. A motivated,
passionate team delivering high quality service to Mecca’s
customers is a fundamental part of the cash maximisation
strategy for the business.
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The Rank Group Plc
2025 Annual Report
As with Grosvenor, employment costs remain the most
significant cost line for Mecca and these have increased
throughout the year by £2.7m on the prior year, in part
a result of the increase to the National Living Wage
(annualised cost impact of £2m) and the sharp rise in
employer National Insurance contributions (annualised
cost impact of c. £1m).
Underlying LFL operating profit of £3.4m, down 6% from
£3.6m last year, highlights the pressures that remain in
land-based bingo and why the need for legislative reform
is so important for the Mecca business. We remain hopeful
that positive reforms for the bingo sector will be delivered
in 2025/26.
At a statutory level, Mecca’s performance improved from
a loss of £1.7m in 2023/24 to a profit of £5.6m in the year.
During the year, there were impairment charges of
£6.1m and impairment reversals of £5.2m, driven by the
performance of individual venues. The impairments occur
where performance has fallen short of expectations or the
future prospects for that venue have been reduced. Similarly,
impairment reversals occur where the venue has over-
performed or future prospects have increased.
Throughout the year, we have taken a disciplined and
targeted approach to investment, which has positioned
the Mecca estate for further growth and improved
cash generation.
I also want to work with other
parts of the land-based sector,
such as bingo clubs – to
understand what we can do
to support them. They are a
vital and vibrant part of many
communities and I want to see
them thrive, not just survive.
Baroness Twycross
December 2024
The Rank Group Plc
2025 Annual Report
51
Strategic Report
Business Review
Enracha Venues
Flagship, large-scale venues in leading Spanish
towns and cities delivering a contemporary
blend of traditional bingo and modern gaming
machines appealing to wider demographics.
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The Rank Group Plc
2025 Annual Report
Key financial performance indicators
2024/25
£m
2023/24
£m
Change
LFL
1
NGR
40.9
37.6
9%
Total NGR
40.9
38.5
6%
Underlying
2
LFL
1
operating profit
10.8
9.4
15%
Total operating profit
13.8
13.1
5%
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact of
club closures, foreign exchange movements and discontinued operations.
2.
Before the impact of separately disclosed items.
The nine Enracha venues in Spain,
which combine bingo, sports betting
and gaming machines, have once
again performed well. Underlying LFL
NGR was £40.9m, up from £37.6m on
the prior year, a growth of 9%. A 3%
growth in visit numbers and a 6%
increase in spend per visit have helped
to deliver another robust set of results.
The strongest performance came from those venues which
recently enjoyed targeted investment. In H1, we completed
the refurbishment of our Seville venue which saw 4%
growth in visits and 14% growth in revenue over the course
of the year. We have commenced improvements to the
Sabadell venue in Catalonia to increase the availability of
gaming machines and electronic roulette positions, which
will complete in H1 2025/26.
In 2025/26 the Universal venue in Madrid will receive the
immersive bingo screen experience that has yielded good
returns in Seville, and we will update the gaming machine
area and sports betting offering in the Enracha venue in
Cordoba.
Underlying LFL operating profit grew 15% to £10.8m;
another record year for profitability in Enracha. The estate
of flagship venues is well located, well invested, and
provides an entertaining experience for customers. All of
this contributes to the strong profit performance.
Statutory operating profit was £13.8m for the year.
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2025 Annual Report
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Strategic Report
Business Review
Digital
Accelerated growth in our core brands,
powered by technology, with product
and platform investments paying off.
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The Rank Group Plc
2025 Annual Report
Key financial performance indicators
2024/25
£m
2023/24
£m
Change
LFL
1
NGR
235.7
214.1
10%
Mecca
96.8
86.9
11%
Grosvenor
83.9
69.0
22%
Other proprietary
brands
22.1
23.2
(5)%
Non proprietary brands
6.0
8.0
(25)%
Enracha/Yo
26.9
27.0
-
Total NGR
235.7
226.0
4%
Underlying
2
LFL
1
operating profit
33.3
23.7
41%
Total operating profit
37.4
16.2
131%
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact of
club closures, foreign exchange movements and discontinued operations.
2. Before the impact of separately disclosed items.
Building momentum and scale remain
the priorities in the strategic plan for
the digital business. We have delivered
against those priorities with an
increase of 10% in underlying LFL
NGR, with the average revenue per
customer increasing by 18%.
In the UK, revenues grew 12% to £208.8m, with another
year of strong double digit growth in our two cross-channel
brands, Grosvenor (+22%) and Mecca (+11%). The other
brands operating on the proprietary technology platform
declined 5% in the year but are expected to return to
growth in 2025/26 with a renewed focus on the quality of
the customer offering and the positioning of these brands.
The revenue growth in our UK core businesses was
powered by the continued investment in technology,
enabling our market leading proprietary platform to host
seamless and tailored cross-channel experiences for our
customers. The launch of our proprietary Mecca app in
the first half, with an enhanced bingo offering, new slots
content and enhanced bonus tools, was followed in the
second half with the launch of Cash Dash, a popular venues
game now available online for Mecca customers. We also
launched Mega Money Live, a new joint liquidity game live
streamed from a Mecca venue. Grosvenor app development
has continued, with enhanced jackpots, improved
navigation, and enhancements to the ‘live from Grosvenor’
live table offering,
The Rank Group Plc
2025 Annual Report
55
Strategic Report
Business Review
Digital
We disposed of the non-proprietary business in December
2024 for a total consideration of £7.5m, of which £3.8m was
received in year, with a further £3.7m due over the next 33
months. Prior to its disposal, the non-proprietary business
had seen a 25% decline in LFL revenues year on year.
We have an ambitious pipeline of initiatives for 2025/26
across product, customer service and safer gambling. Our
proprietary Hawkeye system to monitor safer gambling,
which was awarded EGR’s ‘Safer Gambling Operator
of the Year’, will benefit from a programme of further
enhancements and refinement. Delivery of the cross-
channel single membership scheme for Mecca customers,
consolidation of the MyMecca and Slots Society apps onto
our proprietary app and new promotional tools will further
improve the customer experience. The rollout of Live Slots
Play machines will replicate the in-venue experience online
and we will further improve our ‘Live From’ interface which
continues to position Grosvenorcasinos.com as an offering
for customers wishing to have a real casino experience
online, an area of competitive advantage for the brand.
The statutory levy for Research Prevention and Treatment
of problem gambling was introduced from April 2025 at
a rate of 1.1% of Gross Gaming Yield (GGY), a significant
increase from the former voluntary rate of 0.1%. In 2024/25
the impact on digital profitability was £0.7m with an
annualised profit impact on the digital business going
forwards of at least £2.8m per annum. A maximum staking
limit for online slots play of £5, £2 for consumers aged
under 25, was also implemented in April 2025; the impact
on digital profitability in the final quarter of the year has
been c. £1m and we therefore expect the annualised impact
to be in the region of c. £4m going forwards.
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The Rank Group Plc
2025 Annual Report
In Spain, digital performance was flat in the year, hampered
by platform capacity constraints since Q2 which have
restricted our ability to deliver regular big prize bingo
rooms to YoBingo’s customers. Performance testing of
our new bingo platform is very nearly complete and we
expect the Spanish digital business to return to growth
in H1 2025/26.
Our plan to launch in Portugal has taken longer than we
had hoped but we have now obtained the platform
certification from the regulator. We expect to receive the
licence in the coming weeks, and look forward to going live
during 2025/26, becoming the first online bingo operator
in Portugal.
The strong operating leverage in the digital business
ensures that as revenues increase, profit improves
materially. The 2024/25 underlying LFL operating profit
was £33.3m, a growth of 41% on the prior year. Profit
from our UK digital business was up 47% and despite the
revenue challenges in our Spanish digital business, profit
was up 23% as the Spanish facing business benefitted
from its relocation to Ceuta during the prior year.
Statutory operating profit for the year was up 131% on the
prior year to £37.4m.
Since 2022/23, we have improved baseline operating
margins from 7.8% to 14.1%, in line with the target to
achieve at least 630bps of margin improvement in the
medium term. The dilutive impact of the statutory levy and
maximum slots staking limits will mean margin expansion
is limited in 2025/26, but there is further opportunity to
improve in 2026/27 and beyond. We remain confident in
delivering compounded LFL revenue growth of 8-12%
per annum.
The Rank Group Plc
2025 Annual Report
57
Strategic Report
Section 172 statement
How we create long-term value
Section 172(1) of the Companies Act
2006 requires directors to act in a way
that they truly consider would be most
likely to promote the success of the
Company for the benefit of its
shareholders. While carrying out their
duties, they must also consider the
impact of their decision on all of the
Company’s stakeholders – its
employees, customers, suppliers, the
local communities within which the
Company operates, the regulatory
authorities, the Government, and the
environment.
The role of the Board
The Board exists to promote the long-term sustainable
success of the Company by delivering long-term value for
shareholders and positively contributing to wider society.
As set out in this section and explained in the Governance
Report, on pages 110 to 177, the Board considers that it has
complied with its duties through its active engagement
with all stakeholders and it continues to develop those
engagements into strong relationships which form the
foundation upon which Rank’s success is based.
The Board received all relevant information on issues
affecting its key stakeholders. Principal decisions of the
Board during the year were taken to reflect changes in
economic conditions and customer behaviour. In taking
those decisions, it carefully considered its stakeholders
and how each decision would impact on the success of
the Group. This was particularly relevant in relation to its
discussions and decision-making on:
1.
Capital investments that are critical to the longer-term
success of the Group (please see page 153),
2.
Management of employment costs and supplier
contracts, and
3. Maintaining oversight of the implementation of the
Group’s strategy.
During the year, the Board, with support of the Executive
Committee, discussed the following issues:
Thorough review and consideration of the Group’s
strategy (please see pages 30 to 108).
Review of capital expenditure opportunities presented
by the business from the stakeholders’ perspective
(please see pages 34 and 36 to 39).
Regular review of the regulatory landscape impacting
the Group, particularly in respect of legislative changes
announced by the UK Government’s Gambling Act
Review (please see pages 21 to 28).
Continued development work to embed the Group’s ESG
strategy throughout the business (please see pages 66
to 93).
Reports on annual engagements with suppliers which
included reviews of the impact of the wider economic
conditions (please see pages 65, 84 and 98).
Regular employee opinion surveys to stay informed of
colleague engagement, sentiment and culture through
the annual employee engagement survey and meetings
held by the designated Non-Executive Director for
workforce engagement (please see page 128).
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The Rank Group Plc
2025 Annual Report
S172 factor
Relevant disclosure
The likely consequences of any
decision in the long-term.
Company purpose (pages 116 to 120)
Our business model (pages 12 to 15)
Our strategy (pages 36 to 41)
Engagement with regulators and legislators (page 63)
The interests of the Company’s employees.
Colleagues (pages 61 and 74 to 75)
Inclusion and diversity (pages 75, 128, 130 to 134)
Colleague engagement (page 128)
Non-financial reporting (page 77 to 85)
The need to foster the Company’s relationships
with suppliers, customers and others.
Customer engagement (pages 60, 147, 149)
Supplier engagement (pages 65, 98, 102)
Engagement with regulators and legislators (page 63)
Responsible payment practices (page 65)
Anti-bribery and corruption (pages 65, 98 and 102)
Modern slavery (pages 65, 102)
The impact of the Company’s operations
on the community and the environment.
Community engagement (pages 62 to 63, 92 to 93, 146 to 147)
Approach to ESG & Safer Gambling (pages 146 to 151)
TCFD disclosures (pages 77 to 85)
Rank Cares (pages 62 to 63, 92 to 93)
The desirability of the Company maintaining
a reputation for high standards of business
conduct.
Brands (pages 14 to 15)
Culture and values (page 75, 128, 147)
Engagement with regulators and legislators (page 63)
Whistleblowing (page 140)
Internal financial controls (pages 137, 140 to 143)
The need to act fairly between members
of the Company.
Shareholder engagement (page 64)
Annual General Meeting (page 261)
Rights attached to shares (page 174)
Voting rights (page 174)
Please see pages 58 to 65 for our S172 statement and page 108 for our statement on non-financial and sustainability
information.
The Rank Group Plc
2025 Annual Report
59
Strategic Report
Section 172 statement
Stakeholder engagement
In accordance with Section 172 of
the Companies Act 2006, the Board
considered the duties of each director
to the Company’s key stakeholders
and to promote the Company’s long-
term success. We continue to develop
our stakeholder engagement by
proactively identifying and focusing
on stakeholder needs.
The Board recognises the importance of ensuring
stakeholder views are factored in to the decision-making
process.
While the majority of engagement with stakeholders takes
place within the business divisions and is led by divisional
management, the Board engages directly with certain
stakeholders at the meetings it organises and attends.
It also engages with stakeholders in writing through
letters and electronic communications including email
and website announcements. The Directors are also kept
updated on all stakeholders’ views through divisional
reports to the Board, so that Directors are able to consider
these views in their decision-making, as illustrated by
reference to various stakeholders’ interests in our Section
172(1) statement on page 32.
As explained in the Governance Report, on pages 110 to
177, the Board considers that it has complied with its duties
under s172 of the Companies Act 2006 through its active
engagement with stakeholders and continues to develop
these relationships.
Understanding and balancing the respective needs and
expectations of our stakeholders over the past year has
been as important as ever and we remain committed to
doing so.
Customers
Ensuring our customers are at the heart
of our decision-making is crucial to our
strategy. Understanding their changing
needs, preferences and behaviours helps
us to ensure that the games, products and
services we offer remain safe, fair, current
and appealing
.
Key areas of consideration
Player protection
Upgrading the customer experience
Relevance of offering
Health, safety and wellbeing
How we engage
We host, serve and engage with our retail and digital
customers every day through their engagement in venues
and on our digital platforms allowing us to enhance their
overall experience. This includes:
Considering customers’ overall experience to monitor
our performance and report key themes to senior
stakeholders. This also helps in facilitating user
experience testing of updates to communications and
preferences in anticipation of the implementation of the
casino reforms to be introduced by the Government’s
Gambling Act Review;
Ensuring that vulnerable customers are protected, to
encourage safer gambling and discourage any practices
which put our customers at risk;
Ensuring that we drive improvements in the customer
experience through the continuous development of our
online presence and gaming apps.
Ensuring that our games and experiences remain
affordable for all our customers and that we consider
their welfare as a priority.
Conducting customer surveys to seek their views on
how we can improve our products, services and their
experiences when engaging with our business.
Understanding customer preferences for different
types of rewards mechanisms and prizes across Mecca,
Grosvenor and our other brands.
The Board and ESG-SG Committee receive regular updates
on customer NPS and are aware of customers’ views
through regular updates from divisional reports presented
to meetings.
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2025 Annual Report
A considerable number of research programmes have
also been conducted across the Group (on the Mecca
and Grosvenor brands as well as some of the other
smaller brands) in the last 12 months to identify areas for
improvement. The following is a non-exhaustive list of the
new initiatives:
An extensive slots research piece allowed the Group to
gauge the appeal of, and barriers to, slots play among its
player and non-player audiences.
A qualitative research project was conducted among the
Group’s casino, poker and slots players to ascertain their
changing food and beverage needs within venues.
An advanced review of the Group’s casino party
offerings with a view to improved seasonal planning and
execution.
An assessment on the appeal of using Mecca Max tablets
(electronic iPad-style devices customers can use within
our Mecca venues) to play bingo.
For more information, please see ‘Customers’ and ‘Customer
Service’ in the Sustainability Report 2025 on pages 70 to 73.
2024/2025 highlights
Continuous engagement with our venue guests to monitor
their experience and provide information to senior
leadership, venue, operations, and marketing teams and
allow them all an immediate opportunity to review where
measures are working.
Extensive quantitative and qualitative research
programmes to:
Evaluate advertising campaigns and identify the
strengths and weaknesses of our brands as well as those
of our competitors.
Provide agile and insightful feedback on several topics,
including cross-channel concepts.
Allow Grosvenor marketing teams to better understand
customer needs and aid targeting of its communications,
and
Assist and improve the delivery of poker in our Grosvenor
venues.
Colleagues
Our colleagues are the heart of our
business, playing a vital role in delivering
our strategy and creating standout
experiences for our customers. Their
commitment, energy, and expertise drive
our success. Underpinning this is a strong
set of values – Service, Teamwork, Ambition,
Responsibility, and Solutions (STARS) –
which guide how we work together and
support one another every day. It is through
our people that our culture thrives, and our
purpose comes to life.
Key areas of consideration
Opportunities for progression
Equality, diversity, and inclusion
Fair pay and reward
Opportunities to share ideas and make a difference
Health, safety and wellbeing
How we engage
We have a listening and engagement strategy that is
designed to provide opportunities throughout the year
for colleagues to share their views. These include regular
employee forums that enable open exchanges between
colleagues and senior leaders, as well as monthly Group
and business unit town halls.
There are also frequent updates and corporate
communications, employee opinion surveys, regular
performance and development reviews, as well as site visits
by Board members and senior management.
Listening to colleagues remains a core priority for us, and
to ensure everyone feels safe and heard, we also continue
to provide access to a confidential whistleblowing hotline.
For more, please see ‘Colleagues’ in the Sustainability Report
2025 on pages 41 to 49.
The Rank Group Plc
2025 Annual Report
61
Strategic Report
2024/2025 highlights
Conducted a Pulse Survey in May 2025 (engagement
score 8.3). Team follow-up sessions held to sense-check
colleague sentiment on changes implemented through
our ‘You Said, We Did’ framework.
Biannual Group Employee Voice meetings are attended
by elected representatives from across the business,
alongside the Chief Executive and Chief People Officer.
In 2025, we also introduced biannual ‘Ask Me Anything’
sessions led by local leadership teams. These are
currently being adapted for wider use across our venue
businesses.
Monthly Group town hall meetings with live Q&A
sessions, usually via Teams. Each session features
a rotating update from different areas of the business,
including regulatory news and key people and culture
initiatives.
STARS Awards continue to recognise colleagues
who bring our values to life in their day-to-day work.
Nominations are peer-led, and in 2025, our UK venue
businesses transitioned from a manual process to using
the ‘Full House’ recognition platform, which received
very positive feedback.
Maintained a strong focus on our five ED&I colleague
network groups: Worklife & Wellbeing, Women@
Rank, READ (Race, Equality and Diversity), LGBT+,
and Accessibility@Rank (formerly Neurodiversity). The
networks have been delivering a calendar of events
throughout the year.
Social & Wellbeing teams remain active across all office
locations, creating enjoyable and supportive workplaces
through several initiatives such as breakfast, fresh fruit,
occasional treats, and lunches. In 2025, we enhanced
our focus on ‘moments that matter’, including improved
summer and end-of-year celebrations. Activities are
tailored by location to ensure relevance and impact.
Maintained open and constructive dialogue with trade
unions and local representatives.
Section 172 statement
Stakeholder engagement
Communities
Strong community connections are
at the heart of Rank’s values. We believe
that when our business is rooted in healthy
and supportive communities, everyone
benefits – from our colleagues to our
customers. That is why we are committed
to making a meaningful difference
in the places where we live and work.
Key areas of consideration
Charitable initiatives
Positive community impact
Employment
Reputation
How we engage
We actively engage with our local communities through
volunteering and outreach that allow colleagues to give
back their time and skills to causes that matter to them.
We carry out regular fundraising efforts that make a
tangible difference.
We also provide employment and work experience
opportunities, helping people from a variety of
backgrounds develop new skills and build a pathway into
meaningful employment.
For more, please see ‘Communities’ in the Sustainability
Report 2025 on pages 65 to 66.
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2024/2025 highlights
In 2024/25, Rank continued to make a meaningful
difference in the communities where we operate, raising
funds, volunteering time, and providing opportunities for
local people.
We raised £401,000 for Carers Trust, which supports
and advocates for unpaid carers. Since our partnership
began in 2014, Rank has raised more than £4 million.
Our colleagues took part in year-round fundraising, from
marathons and hikes to raffles and even beard shaves,
alongside awareness campaigns such as Carers Week.
We also continued to award Rank Cares Grants to provide
direct support to unpaid carers.
We also raised funds for other charitable causes, including:
Sam’s Superheroes Foundation, supporting research into
FIRES.
Mecca Romford raised £575 for Saint Francis Hospice.
Knotty Ash and St Helens colleagues raised funds for
Zoe’s Place baby hospice.
Mecca Glasgow Quay raised £1,400 for Glasgow’s
Children’s Hospital Charity.
Mecca Bolton raised funds to purchase a defibrillator for
their local area.
In Gibraltar, a colleague walked 158km in 43 hours,
raising £4,500 for Macmillan Cancer Support.
We have also created a positive impact in our local
communities, including:
Mecca Luton hosting a charity night that funded nine
critical bleed kits and two external boxes for Luton and
Dunstable.
Colleagues in South Africa making toys and packing food
parcels for Ladles of Love.
A Christmas toy drive across offices and venues, with
Mecca Drumchapel raising over £2,500 worth of toys,
vouchers, and clothing, and Maidenhead colleagues
donating 76 gifts to Help the Aged through the Giving
Tree initiative.
Promoting local job opportunities and working with job
centres and colleges to support local recruitment. We
also offered work experience and internships in finance,
facilities, and communications to help young people
explore career options.
Rank was shortlisted for the Community Engagement Award
at the Women in Gaming Diversity Awards in June 2025.
Regulators and legislators
Gambling in the UK is a highly regulated
industry, and the customer proposition
is largely framed by legislation passed
in Westminster and regulation set by
the Gambling Commission in the form of
Licence Conditions and Codes of Practice.
In Spain the position is similar, with online gambling
regulated at a national level and the regulation for venues
set by different regions.
Establishing and developing strong relationships
with legislators and regulators, and ensuring that
they understand the changing expectations of Rank’s
customers, is a priority for us.
Key areas of consideration
Consumer fairness and player protection
Policy and the direction of future gambling reporting
Openness and transparency
Compliance with laws and regulations
How we engage
We meet with elected parliamentarians and Government
officials and provide evidence and articulate the arguments
in support of customer-centric reforms, underscored by
our commitment to delivering safer gambling for our
customers.
We have also benefitted from increased levels of
engagement with the UK Gambling Commission, overseen
by its CEO. Frequent meetings were arranged to discuss
consultations on proposed regulatory changes and other
gambling policy considerations and compliance matters.
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Section 172 statement
Stakeholder engagement
In the UK, Rank is a member of two principal trade
bodies, the Betting & Gaming Council (BGC) and the
Bingo Association (BA). This allows us to elevate Rank’s
commercial voice and the expectations of our customer
base within the wider UK gambling sector and to engage
with senior levels of Government within our sponsor
department, the Department of Culture, Media and Sport.
2024/2025 highlights
Regular CEO to CEO meetings took place between
Rank, other licensed operators, and the UK Gambling
Commission to improve understanding of, and
requirements for, regulatory changes.
Chair to Chair meetings continued, alongside industry
peers, to discuss issues and to shape the overall agenda
and strategic approach of the Commission.
A programme of political engagement was undertaken,
engaging with central Government (Department of
Culture, Media and Sport, His Majesty’s Treasury, and
Department for Business and Trade) and strengthening
relationships with constituency MPs by sharing the Rank
story, often using our venues’ estates as the meeting
locations.
Using set-piece events such as the National Bingo Week,
political party conferences and through joint efforts with
our trade bodies, we were able to engage with a wider
parliamentary audience as part of our ongoing long-term
political engagement programme.
Rank has continued to respond fully to Gambling Act
Review consultations published throughout the year by
both Government and the Gambling Commission and
fully engaged in associated discussions around policy
considerations.
Through this programme of continuous engagement we
have ensured Rank remains a strong voice as we navigate
the consultation process following the regulatory reforms.
Shareholders and investor
We aim to provide our shareholders and
analysts with informed, accurate and
detailed analyses of our financial
performance and outlook. In return, we
value the feedback we receive, which helps
us to refine our decision-making and, where
appropriate, inform our strategic approach.
Key areas of consideration
Strategy, performance and outlook
Leadership capability
Executive remuneration
Corporate governance
Environmental, Social and Governance (ESG) performance
How we engage
We host regular meetings throughout the year with
institutional corporate shareholders to discuss our
performance. Working with our brokers, we also continually
look to engage with potential investors.We maintain a
frequent dialogue with the analysts who cover our stock.
We use Capital Market Events to provide a deeper dive
into specific business units and look forward to hosting
a Grosvenor venues-focused Capital Markets Day in late
October 2025 at our newly refurbished casino The Vic in
London.
2024/2025 highlights
38 meetings held with shareholders during the year, in
addition to quarterly meetings held with the majority
shareholder.
Attended the Goodbody Conference in Dublin in
November 2024 to engage with non-holders.
The Chief Executive, Chief Financial Officer and Director
of Corporate Affairs & Investor Relations undertook a
series of 1:1 meetings with major shareholders as part of
the post-Prelims and post-Interims roadshows.
Completed a review of our corporate brokers with a view
to ensuring we receive the highest quality engagement
from our banking stakeholders, including from the sales,
broker and analyst teams.
Chief Executive, Chief Financial Officer and Director of
Corporate Affairs & Investor Relations provided frequent
updates to investors and analysts specific to the progress
of the Gambling Act Review, including Stock Exchange
announcements.
Ensured our shareholders had an opportunity to raise
their questions ahead of the 2024 AGM. All questions
received responses which were published on our
corporate website, www.rank.com.
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Suppliers
We have relationships with approximately
1,037 suppliers, ranging from small, local
businesses to large, multinational
companies. We aim to operate to the
highest professional standards, treating our
suppliers as key business partners and
operating in a fair and reasonable manner,
encouraging supply chain transparency
and promoting fair working conditions.
Our commitment remains to operate to the highest
professional and ethical standards, treating our suppliers
as strategic partners. We continue to focus on transparency
across our supply chain, adherence to fair labour practices,
and alignment with evolving legislative expectations
around responsible sourcing. The Group’s 2025 Modern
Slavery Statement was approved by the Board in August
2025. A copy of the statement is available on the corporate
website at
www.rank.com
.
Key areas of consideration
Robustness of our business
Long-term partnerships
Fair engagement and payment terms
Collaborative
approach
How we engage
We have a dedicated procurement function which engages
with our suppliers with the aim of optimising commercial
relationships and enhancing operational value.
We build relationships regionally and locally to better
understand the markets from where our products and
services are sourced.
We continue to prioritise regional and local engagement to
better understand the sourcing landscapes and ensure that
Rank’s procurement is both agile and informed.
For more, please see ‘Supply Chain Management’ in the
Sustainability Report 2025 on page 19.
2024/2025 highlights
Continued to evolve our management of contract life
cycles, benefitting our suppliers and internal efficiencies.
Implemented a refreshed supplier relationship
management framework to support improved ways of
working whilst driving value creation for both Rank and
its partners.
Provided training to suppliers and contractors as
appropriate when visiting our venues.
Embedded the updated supplier relationship
management framework across all major procurement
categories, supporting co-development opportunities
and continuous improvement.
Strengthened ties with key suppliers, with a focus on
shared ESG objectives and net zero alignment targets.
Launched a supplier code of conduct refresh,
incorporating clearer expectations around environmental
performance, anti-bribery measures, and diversity in
supply chains.
Commenced a partnership with the Slave Free Alliance
to build greater rigour concerning slavery in the supply
chain.
Continued proactive engagement with landlords on
lease agreements, delivering mutual benefits through
enhanced property investments, securing operational
continuity, and improving long-term venue occupancy
certainty.
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Sustainability
Our sustainability strategy
is articulated through four
focus areas:
Customers
,
Colleagues
,
Environment
,
and
Communities
.
This strategic framework has enabled us to define
clear aims within each area, supported by specific
key performance indicators (‘KPIs’) that measure
our progress and impact. Crucially, four of these
KPIs are directly linked to executive remuneration.
This underscores our unwavering commitment to
operating responsibly, ensuring that the pursuit of
these objectives is incentivised and driven from the
highest level of the business.
While our overarching ESG strategy is defined at the Group
level, the four focus areas serve as a unifying framework
for our business units. Regular updates from the business
units are structured around these pillars, demonstrating
how our Group-level ESG ambitions are being effectively
operationalised and embedded within their day-to-day
activities.
The Board retains ultimate responsibility for defining the
Group’s overarching ESG strategy, a mandate supported
by the oversight and expertise of the ESG & Safer Gambling
Committee. Regular progress updates are presented
to the Board by the Committee Chair, whilst the Risk
Committee informs the Board of any evolving or emerging
sustainability-related risks.
At management level, our Director of ESG is responsible
for the operationalisation of our sustainability strategy.
Formerly also responsible for investor relations, the
refinement of this role reflects the importance we place
on ESG. Our Director of ESG leads the ESG Working Group
(ESG-WG), comprising representatives from across all
business functions, and reports directly to the ESG Steering
Group (ESG-SG) at Executive Committee level.
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Purpose
Conducting a materiality assessment is an effective
means of establishing the material impacts, risks, and
opportunities (‘IRO’) for our business. By undertaking
a double materiality assessment, we can additionally
understand sustainability issues from both an impact
materiality (‘inside-out’) and financial materiality
(‘outside-in’) perspective.
We completed a double materiality exercise in 2024,
engaging stakeholders across the business. This year, we
have advanced our assessment further by completing an
external validation exercise. By completing this, we have
enhanced our ability to manage sustainability risks, seize
opportunities and either mitigate or maximise any negative
or positive impacts, as well as positioning ourselves
effectively to meet future regulatory requirements.
Previously, completing the double materiality exercise
would have supported confirmation of the material
European Sustainability Reporting Standards (‘ESRS’)
disclosures on which the business plans to report, under
the requirements of the EU’s Corporate Sustainability
Reporting Directive (‘CSRD’). Following the omnibus in
February 2025, we expect that Rank will no longer fall
under the scope of the CSRD. Nevertheless, we recognise
the best practice approach of assessing IRO from both
an impact and financial perspective and have therefore
maintained our double materiality register.
Furthermore, the International Financial Reporting
Standards (‘IFRS’) S1 and S2 (the standards established by
the International Sustainability Standards Board (‘ISSB’)),
build upon existing reporting frameworks, including
the Task Force on Climate-related Financial Disclosures
(‘TCFD’) and Sustainability Accounting Standards Board
(‘SASB’), both of which the Group already reports against.
The UK Government is currently developing sustainability
reporting standards to implement the requirements of the
ISSB. We have already begun our review of the underlying
disclosure requirements of the ISSB. This is in order to
be well positioned to meet future statutory requirements,
one of which is considering financial materiality of
sustainability-related risks and opportunities.
Sustainability
Double materiality assessment
Approach
We established a robust process for the assessment. A
clear methodology for identifying and assessing impacts,
risks, and opportunities was required, whilst input from
the Executive Committee, as well as subject matter experts
from across the Group, was necessary to ensure that the
assessment was accurate and complete. Our sustainability
consultants supported on the scoping and development
of the process and discussed the process with auditors
to ensure the approach taken was effective. The process
was launched at Group-level, whilst the team in Spain also
fed in to make sure that any IRO unique to their operating
environment were factored into the assessment.
The assessment of the IRO considered first impact
materiality, including scale and likelihood, and then
financial materiality across the six prescribed parameters
(cash flows, development, performance, position, cost of
capital, and access to finance). Assessment factored in the
preventative/mitigating measures in place and scored the
IRO materiality over the short, medium, and long term.
The scoring system for financial and impact materiality
was aligned to the Group Risk Register methodology, which
scores risks as insignificant, minor, moderate, major, or
severe (this was changed to ‘significant’ for this assessment
to account for positive impact externally and internally).
For impact materiality, this meant scoring each impact on a
scale of 1 to 5. For financial materiality, this meant scoring
each risk or opportunity based upon its forecast percentage
impact on cash as a percentage of Earnings Before Interest
and Tax (‘EBIT’). The percentage ranges used were the
same as those in the Risk Register to maintain consistent
methodologies for these related assessments.
For our internal engagement, individual reviews were
conducted with 21 subject matter experts (‘SMEs’) across
the business to assess and score the IRO identified relevant
to their functions, as well as the corresponding preventative
and mitigating measures in place. The consolidated results
were reviewed by the Executive Committee and members
of senior management. This year, we reviewed the double
materiality workbook, assessing additional IRO that had
been identified by SMEs, and updated any scoring as
required.
Colleagues from across the Group informed the results of
this assessment. To confirm that these results also reflected
the views of our stakeholders outside of the business, we
completed an external validation exercise. We surveyed
individuals from all key stakeholder groups: investors,
industry associations, regulators, charities, banks,
suppliers, and customers.
For more details on our methodology and the process we
undertook, please see our 2024 Sustainability Report.
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Strategic Report
Issue
Potential or
Actual
Customers
Customer service
Customer service
Safer gambling
Customer service
Colleagues
Learning & development
Employee engagement, management & reward
Employee engagement, management & reward
Employee engagement, management & reward
Employee engagement, management & reward
Learning & development
Environment
Emissions management & climate change
adaptation
Emissions management & climate change
adaptation
Communities
Community impact
Governance
Data privacy & IT security
Data privacy & IT security
Data privacy & IT security
Regulatory compliance
Executive remuneration
Financial performance
Financial performance
Regulatory compliance
Financial performance
Key
Description of impact, risk or opportunity
Actual:
An impact, risk or opportunity
that
has
occurred during the reporting
period
Potential:
An impact, risk or opportunity
that
has not
occurred during the
reporting period
Impact or financial
Inside-out:
An impact to the
environment or society
Outside-in:
A risk or opportunity for the
business’ finances
Materiality in the short term
An opportunity or a positive impact
(Longer bar = more significance)
A risk or a negative impact
(Longer bar = more significance)
Materiality trend
Stable:
Materiality
stays the same
across
the medium and/or long term
Decreasing:
Materiality
decreases
across the medium and/or long term
Increasing:
Materiality
increases
across
the medium and/or long term
Sustainability
Double materiality assessment
Results
Through completing the double materiality assessment
last year, we affirmed our understanding of the issues
relevant to our business. The topics listed in the table are
and will continue to be managed by the business and to
inform our ESG strategy and reporting. The purpose of the
double materiality exercise was to understand which of
the IRO underlying these topics had the most significant
impact and financial materiality. For our external validation
exercise, we had over 400 responses, and the results
reaffirmed that we are focused on the correct areas. The
table to the right shows the most material IRO from an
impact and financial perspective. This report highlights
how we are specifically addressing these IRO.
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Description of impact, risk or opportunity
Impact or
financial
Materiality in the short term
Materiality
trend
Low
High
Deliver exciting and entertaining experiences to our customers.
High customer satisfaction results in higher NPS and positive
reputational impact.
Failure to adequately protect customers from gambling-related
harm could lead to regulator enquiries and reputational damage.
Changes in customer behaviour after pandemic, further
exacerbated by cost of living challenges, results in declining visits to
Mecca venues.
Low
High
Extensive training and development opportunities resulting
in increased employee satisfaction and valued employment
opportunities.
Poor employee value proposition resulting in poor employee
satisfaction.
Failure to be an admired employer could result in recruitment
challenges and increased attrition.
Non-compliance with labour laws resulting in reputational damage.
Tight job market or lack of awareness of the Rank brand could result
in recruitment challenges and increased attrition.
Employees being able to develop their skills and experience results in
better trained employees and improved performance.
Low
High
Failure to meet internal or external stakeholder climate-related
expectations could impact reputation and relations.
The release of GHG emissions to the atmosphere as a result of
Group’s operations and across the entire value chain.
Low
High
Creating positive outcomes for local communities through
charitable initiatives and offering local employment opportunities.
Low
High
Loss of personal data could result in prosecutions, financial
penalties, and reputational damage.
Cyber attacks can disrupt and cause considerable financial and
reputational damage to the Group.
Time taken to overcome serious incidents/disasters and resume
normal operations can impact operations, customers and
reputation.
Absence of regulatory/legislative change that fails to meet the
needs of consumers is risk to relevance of our proposition.
Attractive renumeration package enables talent acquisition which
drives business performance.
Loss of banking debt facilities and/or clearing facilities could result in
the Group being unable to meet its obligations as they become due.
Continued cost and pricing pressures, together with changes to
consumer behaviour, can impact trading performance.
Failing to comply with existing regulatory, legislative, codes of
practice and licensing conditions could increase risk of financial
penalties or regulatory action.
Risk of higher tax and duty cost as a result of new legislation,
complexity of tax and duty regimes, Government approach, and
compliance and implementation.
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Sustainability
Customers
Key performance
indicators
Overall Customer Net Promoter Score (‘NPS’)*
54
Above target
of 51
Customer feedback scores on safer gambling*
84%
Below target
of 85%
Employee NPS on safer gambling
72
Above target
of 70
Percentage of UK digital customers using safer
gambling tools**
30%
Below target
of 43%
*
An average for last three months of the year and this
Group score is a weighted average of all business
units scores based on NGR % contributions.
**
This is the total active customers that have used safer
gambling tools during the year.
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Safer gambling
Safer gambling is central to achieving our strategic
objectives and underpins all our activities at Rank.
We believe that providing exciting and entertaining
experiences for our customers can only be achieved by
creating a safe environment for their participation. A key
pillar of our strategy is promoting awareness of safer
gambling. We have prioritised the integration of safer
gambling messaging across all engagement channels,
ensuring consistent visibility for both our customers and
our colleagues. This comprehensive approach reinforces
awareness of responsible gambling objectives and the
provision of readily accessible support resources whilst
maintaining a frictionless customer experience.
Safer gambling messaging is present throughout the
customer journey. Regardless of whether a customer
engages with us online, in venue, in the UK or in Spain,
there are multiple touchpoints for safer gambling
messages including an introductory safer gambling
message when a customer joins, links on our website and
dedicated safer gambling pages, in-venue leaflets and
posters, and signs on gaming machines.
Our player protection tools are designed to support
customers to responsibly manage their play. Deposit,
loss and time limits can be easily set up by our UK digital
customers to manage their spending or remind customers
of how long they have been playing for online. GamCare is
a leading UK charity dedicated to providing information,
advice, and support for anyone affected by gambling
harms. We provide links to GamCare’s self-assessment
tool from our UK-dedicated safer gambling website, and
customers can use this online resource to determine how
much of an impact gambling is having in their life. Self-
exclusion allows customers to take a self-administered
break from gambling, which can be activated through
Rank’s platforms or through national schemes.
To ensure that we continue to deliver the commercial
experience players expect, whilst safeguarding against
potential harms, we have established clear methodologies
for detecting instances of at-risk play. These actions
determine the most effective intervention strategies,
whilst ensuring a seamless and frictionless experience
for all other customers. Data modelling – including our
Markers of Harm model and affordability assessments (for
UK digital customers), risk matrix (Grosvenor venues),
and risk algorithm (Spanish digital) – identifies those
customers who may be vulnerable to problem gambling
by leveraging relevant behavioural and transactional
information. We developed the proprietary digital product
monitoring system, Hawkeye, to detect real time incidents
of concerning player behaviour, 24/7 in the UK, in addition
to venue-based monitoring systems at our Grosvenor and
Mecca venues.
Through regular training and by fostering a culture of
awareness and responsibility, we make sure that safer
gambling is at the forefront of everyone’s minds, and that
our colleagues understand at-risk behaviours and can
provide or signpost support as needed.
What’s new?
We have commenced a pilot exercise to improve safer
gambling awareness for UK digital customers through the
use of display messaging to customers while logged in
and active. This type of messaging can direct customers
to safer gambling information and clearly marks routes to
safer gambling tools. The pilot will include an assessment
of the effectiveness of displaying real time messaging to
customers.
In Grosvenor, we have introduced QR codes at strategic
points around our venues for customers to easily access
information on safer gambling, and in Enracha, we have
increased the presence of safer gambling messaging with
appropriate signage on each door in the bathrooms and by
making more leaflets available.
Last year, Rank’s UK digital business joined the pilot
scheme GamProtect, facilitated by the Betting and Gaming
Council. This is a mechanism through which participating
operators can securely and compliantly share information
on customers that play online who have been identified
as needing support and protection. The pilot concluded
during the year, and the UK digital business is currently
preparing to join the full scheme.
The EGR Europe Awards recognises providers that
lead the industry in terms of innovation, sustainability,
customer experience and product development. At the
inaugural event in March 2025, we were delighted to win
the European Safer Gambling Initiative Award for our
development and use of Hawkeye.
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Safeguarding minors and vulnerable customers
Preventing underage play and protecting our customers
from harm are fundamental responsibilities for our
business. This commitment is driven not only by our strict
adherence to the UK Gambling Commission’s Licence
Conditions and Codes of Practice (‘LCCP’), but also by
our core values as a socially responsible organisation.
We maintain a zero-tolerance policy towards underage
gambling. Individuals under the age of 18 are strictly
prohibited from accessing our venues and online platforms,
and we take decisive action to prevent and address any
unlawful attempts to gain entry.
We are aware that customer vulnerability can arise from
a range of factors, including significant life events,
changes in financial circumstances, addiction-related
challenges, and underlying medical conditions. We
also acknowledge that individuals under the age of 25
have the highest average problem gambling score of
any group, as well as lower disposable income, ongoing
neurological development impacting risk perception, and
common life stage factors like managing money for the
first time. Therefore, we employ a number of measures
to safeguard potentially vulnerable customers in the UK
setting the bar higher in our marketing by not targeting
promotional messages nor the products themselves
towards anyone under the age of 25. We also conduct
local area risk assessments prior to opening a new venue,
and use demographic, transactional and behavioural data
(including known markers of harm) to assess customers.
In the UK and Spain our teams receive training on how to
take proportionate and appropriate action if a vulnerable
customer is identified. In extreme cases this can include
the Threat to Life process, wherein colleagues contact the
police to request a welfare check.
What’s new?
Our Player Protection Business Partners are assigned
to different regions in the UK and provide support and
guidance to venues on customer risk assessments.
In transitioning to a regional structure in Grosvenor,
the Player Protection Business Partners now provide
additional support to the Regional Directors, as well as the
General Managers from the region, in reviewing specific
customers. This includes identifying customers at risk
and advising venues on steps to mitigate risk, training
managers of venues, and overall performance management
in terms of player protection. Similarly, in Mecca, they
support the General Managers in delivering a safe
environment for customers.
Product safety and quality
In compliance with UK regulations, all equipment that
we use in venues and for our digital business meets the
stipulations outlined in our operating licences. All gambling
equipment and software is sourced exclusively from
companies licensed by the Gambling Commission (‘GC’).
In addition, all content providers must possess B2B
certification from the Gambling Commission, and each
individual game undergoes independent certification
and testing by the supplier. We are also responsible for
engaging third-party inspection/testing annually of our
Grosvenor Casino live and direct products, which are
games in venues livestreamed to our digital channels.
The gaming machines we utilise for our venues must
adhere to specific Gambling Commission technical
standards. These requirements vary depending on the type
of gaming machines and relate to game features, display
notices, and general machine operation.
All gambling products installed in our Spanish venues
are certified in accordance with regional regulation.
Each machine must have its individual homologation
paper (which is completed by the supplier) and fulfil
the legal Return to Player (‘RTP’) rate. For our Spanish
digital business, any new games must be approved and
homologated by the Dirección General de Ordenación del
Juego (‘DGOJ’). We conduct a monthly internal check of the
RTP rate, specifically evaluating any significant variation.
Maintaining oversight of our product performance is
essential for delivering a seamless and enjoyable player
experience, whilst simultaneously ensuring that our games
operate in full compliance with all applicable regulatory
requirements. We track the performance of our equipment
across all our brands, both online and in physical venues.
Proactive monitoring systems enable us to identify and
address any potential gambling issues as swiftly as
possible, minimising player disruption and upholding
the integrity of our gaming operations.
Sustainability
Customers
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Ethical marketing
When marketing our products, we are seeking to effectively
communicate our offering to only our intended audience,
while simultaneously upholding responsible advertising
practices that align with regulatory requirements.
Balancing these dual objectives necessitates rigorous
checks and balances across all customer communications,
including internal expertise in our marketing and
compliance teams, external approval of advertisements,
robust due diligence processes for third parties including
social media influencers, and age-gated promotions.
The effective communication of our safer gambling
message is a critical consideration in advertising. In
compliance with Betting & Gaming Council (‘BGC’)
commitments, the safer gambling messaging in the UK
must be included in all advertisements. Additionally, 20%
of our ‘above the line’ (broad, mass-mark advertising)
media expenditure in the UK is reserved for safer gambling
messaging on campaigns. To protect our customers’ safety,
we naturally suppress any marketing communications to
those customers who have self-excluded.
For the venues business in Spain there is no obligation
to display the ‘responsible gambling’ message in our
operating locations of Catalonia, Madrid and Andalusia,
however, we always include the message in our
advertisements. For the digital business in Spain,
we always display the responsible gambling message
when required.
What’s new?
To make our responsible and compliant approach to
marketing understood across the Group, we introduced
a new Ethical Marketing Policy. The Policy details our
responsibilities and commitments as they relate to
advertising in the UK. We have made the policy available
on our website.
Customer service
To support player accessibility and aid engagement,
we provide a number of dedicated customer feedback
channels. This includes email, live chat, and phone
chat hosts for online bingo, and of course face-to-face
interactions in venues. Our customer service centre
champions are the frontline colleagues trained to deal
with the majority of queries, whilst more complex issues
are escalated.
What’s new?
Last year we launched a customer service transformation
programme to improve the customer experience. This has
involved implementing new tools and technologies, and we
have already seen positive results from this initiative.
The introduction of new self-service portals for all our UK
digital brands has enabled customers to easily and quickly
resolve a range of queries without having to speak directly
with a member of our team. Since going live, the portals
have resulted in fewer requests to our team, allowing our
customer service champions to deal with more complex
issues. We have also introduced AI tools to support
our customer service team members. Chat Assistant AI
suggests answers to common queries during live chat,
significantly reducing our response times.
Health and safety
With both customers and colleagues visiting and working
at our venues across the UK and Spain every day, we must
ensure we have the right procedures in place to protect
their physical health and safety (‘H&S’). We maintain the
highest standards of H&S and continually update our
processes to align with local government regulations and
industry codes of practice. There is H&S training for all
employees which must be completed during onboarding.
In the UK, we have a dedicated team responsible for
overseeing the management of H&S at all our clubs
and support offices. Our H&S team is responsible for
overseeing H&S and food safety, while responsibility for
the management of fire safety has been divided between
the in-house H&S team and an accredited third-party
provider. In Spain, health and safety is managed by an
external provider. This provider operates in compliance
with Spanish law on occupational risk prevention,
taking actions to minimise risk to the health and safety
of employees, including risk assessments, preventative
planning (specific actions to prevent identified risks from
occurring) and carrying out medical check-ups.
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Sustainability
Colleagues
Key performance
indicators
Percentage of women in senior roles*
32%
Below target
of 40%
Employee engagement score
8.3
Above target
of 8.0
* These roles are defined according to the Companies
Act 2006 definition of senior managers, which for Rank
includes executive committee members, executive
committee direct reports who are M1 and M3, and any
statutory director not covered by the above.
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Learning and development
Enabling our colleagues to grow and develop their
skills is a key part of our employee value proposition.
Our wide-ranging learning and development offering
gives colleagues in every business area and location
the opportunity to excel in their roles and advance
their careers. Through e-learning platforms, mentoring
programmes, bespoke development opportunities, and
supporting external qualifications, we are able to nurture
talent within the business.
What’s new?
We have evolved our Talent and Learning Strategy to
identify the priorities for continued colleague development
and growth across the Group and within business units.
We continue to expand our Mentoring@Rank programme,
this year increasing the places to 250 for mentees and
mentors (from 150 places in 2023/24). This cross-
organisational programme provides colleagues with the
unique opportunity to connect with others from across
the business and learn from different perspectives, with
mentors and mentees building supportive relationships to
facilitate development.
Equality, diversity, and inclusion
Advancing equality, diversity, and inclusion (‘ED&I’) at
Rank means creating a culture where all colleagues feel
valued, respected, and empowered to contribute their best.
Embedding ED&I principles into our culture and every
stage of the colleague journey remains a crucial priority.
What’s new?
Our colleague network groups are well established in the
business, providing a platform for colleagues to share
their voices in a safe and supportive environment. The five
groups – Women@Rank, LGBT+, READ, Accessibility@Rank,
and Worklife & Wellbeing – play a key role in driving ED&I
forwards at Rank. To strengthen their impact, each group
is now sponsored by a member of our People & Culture
leadership team and they will take part in a workshop to
define best practices and agree a strategy and key aims.
All colleagues complete mandatory ED&I training,
including a new module aligned with The Worker
Protection (Amendment of Equality Act 2010) Act 2023,
ensuring awareness of workplace safety and harassment
prevention. Our gender pay gap improved this year; the
median gender pay gap was 4.3%, a reduction from 5.2%
in the previous year.
Engagement and reward
For a business of our size, with over 7,700 colleagues in
office- and venue-based roles across seven jurisdictions,
consistent communication is paramount. Utilising a range
of different engagement channels, we notify our colleagues
of Group news, as well as business unit-specific updates.
We monitor colleague sentiment during our biannual
surveys, but also more informally through forums and
listening sessions, network groups, and one-to-ones.
What’s new?
During the year, we updated our Listening Strategy to
make sure that we are able to hear from and respond to all
colleagues across the Group. This embodies the ‘Glocal’
approach, with a global listening strategy established
at Group level, but tailored implementation across the
business units to reflect local requirements.
To improve the process around our STARS awards – where
colleagues are celebrated for demonstrating Group values
– we have now enabled venue colleague nominations to
be made through our recognition platform, Full House.
If a colleague then wins an award, they will automatically
receive points on the platform (which can be redeemed
with a wide range of online brands). To elevate the profile
of this initiative, all colleagues now have sight of the
nominations, which has led to a significant increase in the
number of nominations being submitted.
Mental health and wellbeing
We are committed to safeguarding the mental health
and wellbeing of our colleagues, fostering a working
environment that is both enjoyable and supportive. Our
Worklife and Wellbeing programme is expressly designed
to keep colleagues engaged, motivated, and healthy in their
professional lives.
Our UK Employee Assistance Programme (‘EAP’), ‘Be
Supported’, is provided by AXA Health and includes a
mobile app designed to facilitate the development of
positive wellbeing habits in daily life. This provides
colleagues with readily accessible resources and support.
We also provide webinar content from PepTalk, covering
a wide range of subjects, including mental health and
wellbeing. The Love to Learn platform also supports
colleagues and managers with a broad range of learning,
support, and education tools. It provides resources to
support, drive awareness of, and educate our colleagues on
mental health and wellbeing practices.
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Sustainability
Environment
Net Zero Pathway
As a responsible operator, we are committed
to taking the necessary measures to reduce
our environmental impact. We have set a target
of reaching net zero emissions for Scope 1, 2,
and 3 for the entire Group by 2050. To meet this
ambition, we are developing a Net Zero Pathway
focused on assessing and baselining our energy
use, engaging and educating our colleagues,
and investing in improvements to our estate.
Key performance
indicator
Reduction in absolute carbon emissions*
5,520
Above target
of 4,604
tCO
2
e
*Please note, we previously reported ‘Absolute carbon emissions’;
moving forward, we will report the reduction in absolute carbon
emissions. This represents reductions in our initial boundary of Scope
1, 2, and selected Scope 3 emissions.
What we have
achieved
Reduced Scope 1 and
2 emissions by 30.5%
Group-wide.
Entered Power
Purchase Agreement
(‘PPA’) in the UK.
66% of purchased
electricity in UK and
Spain comes from
renewable sources.
Our long-term
plans
Implement policies
and processes to
drive low-carbon
purchasing decisions.
Continuously
monitor technology
developments/
innovation for new
low-carbon solutions.
Offsetting
Any residual
emissions will
be offset using
nature-based or
technical solutions.
Our short-term objectives
Installing low-carbon
heating and induction
cooking solutions
across our venues.
Invest in on-site
renewables, e.g. solar
power.
Install building control
optimisation and
energy management
systems.
Roll out electric and
hybrid vehicles across
our fleet.
Continuous
improvement
and awareness
programmes to drive
energy efficiency and
productivity.
Continuously
monitor technology
developments/
innovation for new
potential solutions.
Build partnerships
across our
supply chain and
industry to support
and incentivise
decarbonisation.
*Indicative
2024
2025
2035
2050
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Net Zero Pathway
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
Governance
Board
Net Zero Working Group
Cross-functional group
of internal and external
personnel, led by our
Environmental Specialist
ESG Working Group
Led by Director ESG and
attended by third-party
sustainability consultants
ESG Steering Group
Executive group comprises CEO and members of Executive
Committee
ESG & Safer Gambling
Committee
Board Sub-Committee
led by Non-Executive
Director, Katie McAlister
Executive Committee
Independent oversight
Strategy
Implementation
Governance
Board oversight
For effective leadership on climate-related issues, there
must be awareness and understanding of these matters
from the very top of the organisation. Our Board of
Directors are regularly kept appraised of climate-risk
considerations, including progress against our net zero
targets and ESG KPIs. Specifically, the ESG Steering Group,
which assumes executive ownership and accountability for
the sustainability strategy, provide updates to the Board; in
2024, this included progress on the Net Zero Pathway, and
updates on the legislative landscape for climate reporting.
Our CEO and CFO both have climate-related experience,
sitting on the Risk Committee, which reviews climate risk,
the ESG Steering Group, and the ESG & Safer Gambling
Committee, which approves budgets for ESG-related
investment and expenditure. The Board has clear oversight
of climate-related matters through its committees. The ESG
& Safer Gambling Committee in particular is responsible
for overseeing the Group’s approach to climate risk,
defining strategies and proposed actions.
The terms of reference for the Committee are available on
our website; their responsibilities regarding ESG includes
climate-related matters. The Chair of the ESG & Safer
Gambling Committee, Katie McAlister, a Non-Executive
Director on Rank’s Board of Directors, is responsible for
oversight of all ESG matters including climate change.
The ESG & Safer Gambling Committee met four times
during the year, with climate-related matters raised at
each meeting. The Audit Committee is aware of climate
risk accounting considerations and the potential impact of
climate change on the business.
Assessment of climate risk
The Risk Committee considers current and future climate-
related regulatory requirements and monitors them on
an ongoing basis. Currently, climate change, though an
emerging risk, is considered a low physical risk to the
company across all time horizons. This Group Risk Register
is also informed by the risk registers held at business
unit level from Mecca, Grosvenor, Enracha, and our
digital businesses.
Following the business’s first double materiality
assessment conducted in the last reporting year, the
business maintained its materiality assessment of
‘Emissions management and climate change adaptation’.
Externally, the release of GHG emissions to the atmosphere
as a result of the Group’s operations and across the value
chain, was identified as having a material impact in the
short-term.
The following section outlines our climate-
related financial disclosures covering all
four pillars and 11 recommended disclosures
set out by the Task Force on Climate-related
Disclosures (‘TCFD’).
These are consistent with all of the TCFD recommendations
pursuant to Listing Rule 9.8.6 (R ) (8). Our disclosures
also meet the Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022 amended
sections 414C, 414CA, and 414CB of the Companies Act
2006 and requirements under UK Climate-related Financial
Disclosures (‘CFD’).
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Nevertheless, this is mitigated by the continued
development of our Net Zero Pathway, the completion
of emissions baselining exercises across all scopes of
emissions in our biggest operating regions, the transition
to renewable energy to meet our power requirements
via Renewable Energy Guarantees of Origin (‘REGO’)
certificates and the existing PPA, exploring self-generation
of solar power, as well as continuing our building
management systems upgrade programme. This should
reduce the impact materiality of this issue over the medium
to long term.
Internally, the climate-related expectations of our
stakeholders were identified as having a material impact
on the business financially. This is a result of our ongoing
financial investment into our Net Zero Pathway to meet
the Group’s targets. However, this expenditure will reduce
the financial materiality of the issue over the medium to
long term as we reduce our carbon emissions footprint
through the infrastructure, equipment, and environmental
management systems we have invested into in the short term.
The business has considered the trade off in the cost of
the Net Zero Pathway implementation against meeting
stakeholder expectations by reducing our carbon footprint
in the long term through decarbonisation.
Further climate-related risks were identified as having
potential impact upon the business. However, the
assessment concluded that these risks were of insignificant
financial materiality over the short, medium, and long-term.
Please refer to the tables on pages 81 to 83 for a detailed
breakdown of the transition and physical climate-related
risks that we considered.
Climate risk in decision-making
Climate-related issues factor into the Board’s decision-
making processes. The development of the Net Zero
Pathway has implications in terms of major plans of action,
business plans and internal strategy, as it is a major
workstream in the business which is relying on input from
a cross-section of the Group, and meeting the expectations
of external stakeholders.
A significant component of the annual budget is the
continued investment into our real estate and during the
course of the year this included upgrading our building
management systems. We also continued to pursue
decarbonising our power supply this year, and purchased
a REGO certificate, in addition to the existing PPA which
represents 35% of our electricity consumption in the UK
based on the year just ended.
Further opportunities for energy-use reduction are being
explored and scoped, and this is occurring alongside the
maintenance programmes to ensure that equipment is
being replaced or upgraded at the most appropriate time.
Climate-related issues will continue to be a matter for
Board consideration in reviewing and guiding performance
objectives, as sustainability performance is linked to
executive remuneration, including the Group’s reduction
in carbon emissions.
Sustainability
Environment
TCFD
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Management oversight
The approach taken to managing climate-related risks
and opportunities is not static but reflects continuous
monitoring and assessment of these issues, their potential
impact upon the business, and the Group’s impact on the
environment.
The responsibility for both establishing the direction and
implementation of our approach to climate-related risk
and opportunities sits with our Executive and Management
Teams. Our Director of ESG reports directly to the CEO
and the ESG & Safer Gambling Committee, and has led
on the implementation of the Group’s ESG strategy since
2021, including TCFD reporting, engaging our carbon
consultants, and building the Net Zero Pathway.
This year, we bolstered Group-level management for
our environmental data through the appointment of
an Environment Specialist who reports directly to our
Director of ESG. The function builds in-house expertise
to assess and address the Group’s environmental impacts
comprehensively. It also bolsters the focus on developing
and operationalising a feasible decarbonisation strategy.
ESG Steering Group (‘ESG-SG’)
The ESG-SG is composed of members of the Executive
Committee including the CEO. The ESG-SG plays a
strategic role by setting out the ESG-related objectives
for the Group, which includes climate-related matters.
The ESG-SG meets as required, and all material matters,
including those pertaining to climate, are fed through
the ESG-SG and then up to the ESG & Safer Gambling
Committee.
The ESG Working Group (‘ESG-WG’)
The ESG-WG is led by our Director of ESG, and attended by
our sustainability consultants. The ESG-WG is responsible
for operationalising the ESG strategy as set by the ESG-SG.
The Net Zero Working Group (‘NZWG’)
The NZWG, meanwhile, is focused solely on
operationalising the Group’s Net Zero Pathway, chaired by
our newly appointed Environmental Specialist. The NZWG
comprises a multi-discipline, cross-functional group of
personnel including the Director of ESG, the Purchasing
Director, and Director of Property. The NZWG meets
quarterly, and updates are shared on progress on all net
zero workstreams, with data on energy use being provided
by our third-party consultants.
The Managing Director in Spain holds ultimate
responsibility for the net zero strategy for our land-
based Enracha venues, supported by the Strategy and
Transformation Lead in Spain on day-to-day operations.
Aligning with the overarching Group Net Zero Pathway,
the business is developing a country-specific strategy
for our Spanish operations.
In the UK, the ESG Working Group and Net Zero Working
Group are supported by external advisors, specifically
relating to our climate-risk reporting and net zero
workstreams. The consultants – Consultus, Cloudfm, and
Burson Buchanan – each have unique but complementary
skillsets. These skillsets satisfy the multitude of
stakeholder requirements that drive operational, financial,
and commercial success. In Spain, we engage consultants
to support on net zero workstreams on an ad hoc basis.
The Group is informed by other corporate advisors. These
include broking, legal and accounting professionals, with
information delivered via webinars, publications, one-to-
one training sessions, and ongoing internal discussions
regarding energy utilisation.
Considerations from multiple segments of the business
feed into our assessment of climate-related risks and
opportunities, as these risks can impact the business
in many different ways. For the Group’s balance sheet,
climate-related risk has the potential to impact financial
performance and cost base.
Regarding investor relations, it is material in the
management of Rank’s capital markets profile and
awareness of emerging risks and requirements.
For our Procurement Team, a key consideration is
emissions management within our supply chain driving
the decarbonisation of materials used in our venues,
and realising efficiencies in portfolio management.
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Sustainability
Environment
TCFD
Strategy
The NZWG constantly reviews new opportunities to refine
our decarbonisation and investment strategy across
the UK and Spanish portfolio and adjusts the Net Zero
Pathway accordingly. These investments will support the
Group’s stated ambitions, and the upfront capex should
positively impact the long-term opex requirement, with the
introduction of more energy efficient and cost-effective
solutions. The inclusion of climate assessment criteria into
the project approval process for all areas of the business
further integrates climate-risk consideration into our
operations.
As set out in our Net Zero Pathway (see page 76), Rank has
committed to climate-related and aligned initiatives over
the next ten years within the UK to meet its 2035 and 2050
climate targets. (It is important to note that this will include
expenditure that is a matter of course for maintenance,
but that will contribute to the reduction of the business’s
carbon footprint.) The investment made each year is
dependent on the initiatives we are able to complete.
As a responsible operator, Rank seeks to engage with
industry associations regarding climate change. While
there is no publicly stated climate change policy adopted
by the Betting & Gaming Council (‘BGC’), or the Bingo
Association, we convened a working group with the BGC
this year to raise our climate ambitions within the industry.
Rank takes into consideration the useful life of the
organisation’s assets or infrastructure and the fact that
climate-related issues often manifest themselves over the
medium and longer terms. This year, Rank’s accounting
team performed a further reassessment on the climate-
related matters that may impact the Group’s financial
statements. The following table includes assessment of the
potential future impacts that could be felt by the business.
Findings of assessment of climate-related matters on Group’s
financial statements
Area of
assessment
Potential impact
Intangible
assets,
property,
plant and
equipment,
leased assets
Climate-related risks may have a substantive
financial or strategic impact of the Group’s
business, affecting the useful lives and residual
values of intangible and tangible assets. It could
be determined after assessment that useful lives
may need to be reduced and depreciation and
amortisation accelerated.
Impairment of
assets
Impairment indicators will include any
significant changes in the technological, market,
economic or, legal environment that negatively
impact the Group. Our external consultants
provide us with the risk-based cost of capital
calculations which take into account climate
risk. Increased awareness of the consequences
of environmental change is triggering regulatory
action, which is affecting stakeholders’
perspectives.
Provisions
As the Group takes action to address the
consequences of climate change, these actions
may result in the recognition of new liabilities
or, where the criteria for recognition are not
met, new contingent liabilities may have to be
disclosed.
Fair value
measurement
The Group will ensure that fair value
measurements appropriately consider the
relevant climate-related risk factors. Our external
consultants provide us with the risk-based cost
of capital calculations which take into account
climate risk. Climate change can have a
tangible effect on assets and liabilities now and
in the future (e.g. rising water levels, changing
weather patterns, increased pollution levels etc).
Summary
findings
The Group constantly monitors the latest
Government legislation in relation to climate-
related matters. As of the year end, there is no
legislation in place that will financially impact
the Group. Should a change be required, key
assumptions used in ‘value in use’ calculations
and ‘sensitivity to change’ assumptions will be
adjusted. Management has assessed that there
is no material impact to the financial statements
due to climate-related matters.
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Climate-related risks and opportunities
Climate-related risks are not anticipated to have a
material financial impact on the business. However, such
issues do mean an adjustment in the Group’s strategy to
accommodate greater recognition of climate risk, as well
as how this is assessed, resourced, and communicated
to stakeholders.
The Board, Executive, and working groups will continue to
monitor all climate-related issues.
Transition risks
Transitioning the business to meet the requirements of a
lower-carbon economy may entail extensive policy, legal,
technology, and market changes to address mitigation and
adaptation requirements related to climate change.
Policy and legislation
Risk description
Potential outcomes
Financial impact
That Rank is not
able to respond
to increasingly
stringent regulation
on reporting to the
frequency or quality
required, resulting
in legal and/or
reputational issues,
which in turn drive
compliance costs
and potentially
impact the cost of
capital.
Monitoring potential
legislative and
regulatory changes.
Reporting
against the
recommendations
of the TCFD.
Reported to the CDP.
Across the short,
medium, and long
term we consider
this risk to be of
insignificant financial
materiality as we are
reporting against
internationally
recognised
frameworks, and
we are currently
developing our
disclosure ready to
meet new legislative
requirements
for sustainability
reporting.
That nation states
may introduce
carbon emission
levies, placing an
additional fee upon
energy consumption
costs, which may
increase Rank’s
operating costs.
Continue to monitor
for potential carbon
emissions levies.
We consider this risk
to have insignificant
financial materiality
across the short,
medium, and
long terms, as the
development and
implementation
of our Net Zero
Pathway will reduce
our emissions.
Market
Risk description
Potential outcomes
Financial impact
Climate-induced
changes to
customer
preferences for
leisure, such as more
players choosing
to play online at
home, rather than
incur possible
transportation
emissions and
continued utilisation
of inefficient spaces.
Continue to
monitor customer
behaviours.
Offer cross-channel
platforms for
customers.
We do not assess
this risk as being
highly likely, and
therefore, consider
its financial
materiality
insignificant.
Furthermore, our
cross-channel
offering means
that if customers
were increasingly
moving online, we
could adapt our
experience to suit
their expectations.
Reputational
Risk description
Potential outcomes
Financial impact
Failure to meet
internal or external
stakeholder climate-
related expectations,
thereby impacting
relations. May result
in being perceived
as a higher risk
investment,
increasing cost
of capital with
investors, financial
institutions, and
insurers. May be
reduced revenues
due to challenges
in attracting new
talent and increased
opex from employee
turnover.
Development and
implementation
of our Net Zero
Pathway.
Interim target for
2035 to be net zero
for Scope 1, 2, and
selected Scope 3,
and then target
for net zero for all
emissions by 2050.
To address the
reputational risk,
we are investing in
decarbonisation
through our Net
Zero Pathway and
have committed to
reaching net zero
by 2050. While this
comprises a major
financial impact
in the short term
on cash flows, this
will decrease to a
moderate financial
impact over the
medium to long
term, as we reduce
our emissions over
time and meet our
net zero targets.
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Sustainability
Environment
TCFD
Physical Risks
Physical risks resulting from climate change can be event-
driven (acute) or due to longer term shifts (chronic) in
climate patterns.
Flood risk assessment
We once again completed a desktop assessment to review
the perceived flood risk of our UK operations (both
venue and office locations) and international operations
(including all Enracha venues and the offices in Spain,
Gibraltar, South Africa, Mauritius, and Malta). This
research utilised data from the UK Government, Scottish
Environment Protection Agency (‘SEPA’), and Natural
Resources Wales, as well as online tools such as Aqueduct’s
Water Risk Atlas, and ThinkHazard!, developed by the
World Resources Institute and the World Bank respectively.
Of the 106 venues and offices in the UK, only ten were
identified as high risk for urban/surface water, river, and/
or coastal flooding. Of the 15 international venues and
offices assessed, only two (venues in Spain) were identified
as being at high risk of urban/surface water, river and/ or
coastal flooding. Currently, we believe there is little to no
impact from the physical risk presented in Spain on our
financial performance.
All our venues are insured in the event of flooding. While
flooding would impact our performance as clubs would
have to shut, given the low likelihood of this occurring,
we consider this of insignificant financial materiality to
the business. This is our current analysis on the physical
risks posed by climate change – while the physical risk may
change over time, we do not believe financial materiality
will.
Flood risk assessment for UK and Spanish venues
Surface
water
Rivers
Coastal
UK venues
& offices
High risk
5.7%
3.8%
3.8%
Medium risk
5.7%
3.8%
2.8%
International
venues & offices
High risk
0.0%
6.7%
13.3%
Medium risk
6.7%
6.7%
6.7%
Acute
Risk description
Potential outcomes
Financial impact
Extreme weather
events as a result
of climate change
could cause
damage to our
properties and
vehicles which will
incur increased
capex and
insurance costs.
Impacts of supply
chain disruption
from increased
severity of extreme
weather events may
affect opex and
capex, or impact
revenue if customer
demands for online
entertainment
cannot be met.
Business continuity
and crisis
management plans
in place.
Extreme weather
events would impact
our performance
if a club were shut,
and as a result, our
cash flows. However,
all our venues are
insured, and we also
consider this to be
of low likelihood; it is
therefore considered
of insignificant
financial materiality
across the short,
medium, and long
term.
Chronic
Risk description
Potential outcomes
Financial impact
Changes in average
climate conditions,
including rising
sea levels, coastal
flooding, and
increased average
temperatures, could
increase opex driven
by increased use
of climate control
systems, as well as
maintenance and
insurance costs.
Continue to monitor
flood risk at all
Enracha, Grosvenor,
and Mecca venues.
Clubs are insured in
event of a flood.
Flooding would
impact our
performance and
cash flows if a club
were shut. However,
all our venues are
insured, and we also
consider this to be
of low likelihood; it is
therefore considered
of insignificant
financial materiality
across the short,
medium, and long
term.
Please note: The risk ratings of ‘high’ and ‘medium’ used
in this table were defined by the sources from which we
gathered the flood risk data. See the double materiality
section of this report for full details on how Rank has
scored the materiality of risks.
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Scenario analysis
To evaluate the resiliency of the Group’s strategies to
climate-related risks and opportunities, we conducted an
analysis on two different possible scenarios: the rise in
global temperature is limited to less than two degrees, or
the global temperature rises by more than two degrees. The
risks and opportunities to the Group under each scenario
are presented below against short, medium, and long-term
time horizons.
<2°C scenario
Our less than 2°C scenario assumes that we act responsibly,
improve the efficiency of our portfolio by working with our
landlords, and reducing our GHG emissions. This may
include the introduction of carbon pricing by national
governments. We consider transition risks to pose the
greater threat to our business under this scenario, with
only a limited and manageable impact on our operations
from physical risks. We considered the IEA’s Net Zero
Scenario in developing this scenario.
Risks
Short term
(< 1 year)
Higher transition risks associated with moving to a low-
carbon economy.
Compliance risk if we fail to meet regulatory
requirements, including emissions reporting obligations.
Reputational risk with investors, customers, and
employees if we do not adequately address climate
change.
Increased cost of climate-related levies/increased
pricing of greenhouse gas (GHG) emissions.
Medium term
(1-5 years)
Continued transition risks.
Continuing compliance risk if we fail to meet regulatory
requirements, including emissions reporting obligations.
Increasing reputational risk with investors, customers,
and employees if we do not adequately address climate
change.
Increased cost of climate-related levies/increased
pricing of GHG emissions.
Changing customer behaviour.
Long term
(> 5 years)
Less significant increase in physical risks. Continued
isolated extreme weather events causing manageable
direct business disruptions to office locations, and
impacts to suppliers in our moderate supply chain.
Higher summer temperatures and rapid changes in
temperature and humidity causing challenges for venue
cooling, and increases in energy costs across our venues
and offices.
Opportunities
Define net zero strategy to meet increasing stakeholder
expectations.
Potential to develop a zero-emissions online product, or
facility that allows customers to offset.
As demand for more energy-efficient infrastructure
and equipment increases in the market, so demand will
increase, which is likely to reduce costs. This will enable
investment that will ultimately reduce energy costs.
>2°C scenario
This scenario assumes global climate policy is less
effective and that unabated GHG emissions cause climate
change above that envisaged by the Paris Agreement.
Under this scenario, informed by the International Energy
Agency’s (IEA) Sustainable Development Scenario (SDS),
we would expect physical risks to become much more
apparent in the longer term, outweighing transitional risks.
Risks
Short term
(< 1 year)
Slight increase in transition and physical risks in the short
term.
Isolated and manageable business disruptions caused
by extreme weather events, such as flooding or drought.
Insurance costs rise in step with increase in physical
damage to properties.
Ad hoc supply chain interruptions.
Medium term
(1-5 years)
Increasing physical risks due to a failure to adequately
transition to a low-carbon economy.
Increase in energy costs as traditional energy sources
become more constrained, while underinvestment into
cleaner energy fails to bridge energy demand gap.
Flooding at certain high-risk venues due to increased
sea level.
Long term
(> 5 years)
Increased physical risks due to a failure to adequately
transition to a low-carbon economy.
Increase in energy costs.
Flooding at certain high-risk venues due to increased
sea level.
Opportunities
Identify higher-risk properties within the portfolio to
either invest in or to consider exiting to stave off future
reparation and increase in insurance costs.
Engage with supply chain to ensure availability of
mission critical supplies.
Conclusion
Following our assessment, we believe that the business
is resilient under either scenario. While we consider
transition risks to be of greater threat to the business under
the <2°C scenario, we believe that our ongoing efforts
under our Net Zero Pathway mean we are mitigating risk in
this area.
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2025 Annual Report
83
Strategic Report
Sustainability
Environment
TCFD
Risk management
Each business unit also manages its own risk register,
which feeds into the overarching Group register, therefore
enabling a holistic view of risk for the company. The
potential size and scope of identified climate-related risks
is determined in the same manner as any risk on the risk
register. We conduct an analysis which weighs ‘Impact’
against ‘Likelihood’.
Decisions to mitigate, transfer, accept, or control climate-
related risks are made in the same manner as any risk
on the risk register. As climate risk was considered not
material to the business at present, it is not currently on
the risk register. However, the Risks Committee and Board
continue to monitor the materiality of climate risk.
The financial materiality of the identified climate-related
risks has been assessed as part of the double materiality
assessment we undertook. This process was aligned with
our risk register to ensure that the methodologies were
the same. Subject matter experts input upon the impact
and financial materiality of each risk and opportunity,
considering all the preventative and mitigating actions in
place, and the likelihood and scale of each.
Financial materiality was considered against operating
profit and classified as insignificant, minor, moderate,
major, or severe, and whether that impact was upon cash
flows, development, performance, position, cost of capital,
or access to finance. Each risk was considered across
the short-, medium- and long-term time horizons, which
we define as the following: short, <1 year; medium, 1 to 5
years; and long, >5 years (please note: we have updated the
time horizons to reflect those which we used in the double
materiality assessment, guided by the CSRD). The collated
results of the double materiality assessment were presented
to the Executive for consideration and approval.
Please see the double materiality assessment report on pages
67 to 69 for a complete understanding of the process.
Responsibility for mitigating, transferring, accepting, or
controlling climate-related risks sits with the NZWG and its
Chair, our Environmental Specialist. The judgements made
are related to the ESG Steering Group and ESG & Safer
Gambling Committee for oversight and approval.
The NZWG convenes frequently to assess progress
against our net zero targets: net zero by 2050, and an
interim net zero target for Scope 1, 2, and selected Scope
3 for the Group by 2035. This is in line with national and
international targets.
Our real estate portfolio is the most material carbon hotspot
within the Scope 1 and 2 value chain. Consequently, this
has been designated the primary area of focus for the
NZWG, through the application of technology within the
top 39 most carbon-intensive sites (which comprise over
50% of the Group’s carbon profile). Having collected more
than six months’ worth of data assessing energy use and
efficiency of equipment, we have identified improvement
opportunities and commenced a programme of investment
into our venues. A programme for building management
system upgrades was initiated in six venues this year
facilitating more integrated controls, and expanded control
coverage across each site.
To further optimise our energy consumption, all UK venues
underwent a desktop solar audit to gauge feasibility for
solar power generation at each individual site
For more details, see page
55
of our Sustainability Report.
In addition to these initiatives, we have undertaken a
Scope 3 assessment across the UK business which has
ensured a calculation of our full Scope 3 carbon footprint
for all categories considered relevant and material to
Rank’s UK and Spanish operations. The categories
assessed include:
Category 1
Products good and services
Category 2
Capital goods
Category 3
Fuel end energy-related activities
Category 4
Upstream transportation and distribution
Category 5
Waste and water in operations
Category 6
Employee transport
Category 7
Employee commuting
Category 11
Use of sold products
Category 12
End of life treatment of sold products
Category 13
Downstream leased assets
This has been followed up with a programme of supplier
engagement to understand the emissions profiles and
ambitions of our key suppliers.
For more details on the Scope 3 assessment, see page 54 of our
Sustainability Report.
To align with the Group net zero target, we are developing a
specific net zero strategy for the Spanish portfolio, having
previously completed an energy assessment of the land-
based venues.
While we continue to develop our Net Zero Pathway,
we are implementing planned initiatives through three
interrelated workstreams: carbon reporting, transformation
(PMO and designing investment plan), and cultural and
behavioural change (see the Net Zero Pathway section for
more details on initiatives completed and commenced to
date).
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Metrics and targets
We have set two net zero targets in line with our
decarbonisation ambitions. We aim to be net zero by
2050, 2050 and intend to disclose an SBTi-aligned plan for
reaching net zero by 2050, or earlier if possible. To ensure
we are progressing in step with our own expectations, as
well as those of our stakeholders, we have set an interim net
zero target for Scope 1, 2, and selected Scope 3 emissions
(transmission and distribution losses, air travel, rail travel,
waste and water in operations, and employee travel) in the
Group for 2035.
Our targets are based around clear workstreams for
decarbonisation of operations, as part of our Net Zero
Pathway. Foremost, building on an extensive energy
assessment in venues in the UK, we have undertaken a
raft of initiatives that include obtaining a REGO certificate
and continuing our PPA supply which together ensure that
66% our purchased electricity in the UK and Spain comes
from renewable sources; exploring the possibility of self-
generation by conducting a solar power feasibility study
across the entire UK; completing Scope 3 assessments
for our UK business, addressing all its constituent
categories; and a programme for building management
system upgrades amongst various other energy reduction
measures including colleague engagement initiatives, the
implementation of which has already begun.
By integrating climate considerations into the approval
process for projects, we are using GHG emissions and carbon
intensity metrics to support the assessment and qualification
of investments. We have also completed an energy
assessment at all our venues in Spain, and are in the process
of developing a decarbonisation plan for the Spanish portfolio.
The Scope 3 emissions assessment for our UK business
means that we now have a complete baseline for all Scopes,
in Spain and the UK, which will together inform the
initiatives under our Net Zero Pathway.
For more details on our Net Zero Pathway, please see pages 52
to 55 of our Sustainability Report.
The metrics currently used by Rank to assess climate-
related risks and opportunities in line with its strategy and
risk management process are Scope 1 and 2 emissions,
and all Scope 3 impacts on an absolute basis. These are
published as part of the Group’s obligations to report in
line with Streamlined Energy & Carbon Reporting (‘SECR’).
For purposes of ongoing comparison, it is required to
express the GHG emissions using a carbon intensity
metric. The intensity metric chosen is £m NGR. Rank’s NGR
for 2024/25 was £795.3m, with a carbon intensity ratio of
20.74 tCO
2
e per £m NGR (for 2023/24 it was 30.1).
This year, we have used absolute carbon emissions as
the key performance indicator for our environmental
performance, and this is linked to executive remuneration.
Total Scope 3 emissions
121,108
tCO
2
e
48.4%
Purchased goods
and services
4.4 %
Fuel end energy-
related activities
11.7%
Upstream
transportation and
distribution
2.3%
Downstream
leased assets
6.3%
Employee
commuting
0.1%
Use of sold
products
0.4%
End of life
treatment
of sold goods
2.5%
Business travel
0.1%
Waste & water
in operations
23.8%
Capital goods
Scope 3 emissions by category
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2025 Annual Report
85
Strategic Report
Sustainability
Environment
Streamlined Energy & Carbon Reporting (‘SECR’)
SECR report
The Rank Group Plc is a quoted company and therefore
required to report its GHG emissions through annual
reports. This report has been prepared to support Rank’s
compliance with the Directors’ Report under Part 15 of
the Companies Act 2006 (Strategic Report and Directors’
Report), requiring the disclosure of energy use and GHG
emissions.
Scope boundaries and reporting methodology
Figures refer to the 52 weeks ended 30 June 2025. Please
refer to Rank’s Basis of Reporting available on our website
for full scope, boundary, and methodology disclosure for
our greenhouse gas reporting. For our disclosure we have
applied the methodology per the Greenhouse Gas Protocol.
Energy efficiency actions
Rank has implemented various projects to improve our
energy efficiencies which include the installation of new,
more energy-efficient chiller units, boilers, and air con
units at several different sites. There are also measures
being implemented in other sites which are still a work
in progress. Some examples include:
New, more energy-efficient boilers being installed at
Mecca Leeds Crossgates and Mecca Croydon.
Air conditioning split systems being replaced at
Grosvenor Casino Reading South.
The air-cooled water chillers have been replaced at
Mecca Bingo Croydon and are more energy efficient.
Building management controls updated to allow
expanded control coverage at Grosvenor Casinos in
Huddersfield, Didsbury, Newcastle, Manchester Bury
New Road, Walsall, Portsmouth, and Stockton plus Mecca
Leeds Crossgate.
Independent assurance
Rank engaged ERM Certification and Verification Services,
Ltd (‘ERM CVS’) to provide independent limited assurance
of selected greenhouse gas emissions for the 2024/25
reporting period. For detailed information on the scope,
activities, and conclusions of the assurance, please refer to
the ERM CVS Assurance Report on our website.
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The Rank Group Plc
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GHG emissions data and total consumption
The reportable GHG emissions and total energy consumption for Rank for the reporting period was TCO2
e and kWh
respectively.
Overall group position kWh
Emission source
Energy Type
2024/25 kWh
2023/24 kWh
% of
2023/2024
total
Change
+/-
Gas
48,151,345
56,223,131
49.5%
-14.4%
Electricity
54,657,202
54,378,618
47.8%
+0.5%
Company Transport
1,558,432
3,053,669*
2.7%
-49.0%
Total
104,366,979
113,655,418
100.0%
-8.2%
UK Group position kWh
Emission source
Energy Type
2024/25 kWh
2023/24 kWh
% of
2023/2024
total
Change
+/-
Gas
47,591,926
55,675,893
51.0%
-14.5%
Electricity
50,109,665
50,355,849
46.2%
-0.5%
Company Transport
1,558,432
3,053,669*
2.8%
-49.0%
Total
99,260,024
109,085,412
100.0%
-9.0%
Spain Group position kWh
Emission source
Energy Type
2024/25 kWh
2023/24 kWh
% of
2023/2024
total
Change
+/-
Gas
559,418
547,238
12.0%
+2.2%
Electricity
4,072,331
4,022,769
88.0%
+1.2%
Total
4,631,749
4,570,007
100.0%
+1.4%
Other international position kWh
Emission source
Energy Type
2024/25 kWh
2023/24 kWh
% of
2023/2024
total
Change
+/-
Electricity
475,206
-
0.0%
-
Total
475,206
-
0.0%
-
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2025 Annual Report
87
Strategic Report
Sustainability
Environment
SECR
GHG Emissions Summary
Emission source
Energy Type
2024/25
2023/24
TCO
2
e
%
TCO
2
e
%
Gas
8,808
6.5%
10,290
46.7%
Company transport
147
0.1%
378
1.7%
F-gases
581
0.4%
620
2.8%
Scope 1 total
9,537
7.1%
11,288
51.3%
Scope 2 (location-based) total
11,402
11,086
Scope 2 (market-based) total
4,137
3.1%
8,380*
38.1%
Category 1 — Purchased goods & services
58,613
43.5%
0.0%
Category 2 — Capital goods
28,867
21.4%
0.0%
Transmission & distribution losses
1,033
0.8%
974
4.4%
Other fuel & energy-related activities
4,337
3.2%
0.0%
Category 3 — Fuel & energy-related activities
5,370
4.0%
974
0.7%
Category 4 — Upstream transportation & distribution
14,194
10.5%
0.0%
Category 5 — Waste & water in operations
81
0.1%
93*
0.1%
Air travel
1,062
0.8%
892
4.1%
Rail travel
79
0.1%
47
0.2%
Private cars
568
0.4%
343
1.6%
Other business travel
1,283
1.0%
0.0%
Category 6 — Business travel
2,993
2.2%
1,283
0.9%
Category 7 — Employee commuting
7,610
5.6%
0.0%
Category 11 — Use of sold products
119
0.1%
0.0%
Category 12 — End-of-life treatment of sold goods
438
0.3%
0.0%
Category 13 — Downstream leased assets
2,822
2.1%
0.0%
Scope 3 total
(Transmission & distribution losses, waste
& water in operations, air travel, rail travel, & private cars)
2,824
Scope 3 total
121,108
89.9%
2,350**
10.7%
Total (using Scope 1, Scope 2 market based, & Scope 3
totals)
134,782
22,018
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The Rank Group Plc
2025 Annual Report
Emission by country
Energy Type
UK
Spain
Other Inter-
national
Total
Gas
8,706
102
8,808
Company
147
147
F-gases
513
68
581
Scope 1 total
9,366
171
9,537
Scope 2 (location-based) total
10,367
738
298
11,402
Scope 2 (market-based) total
3,839
298
4,137
Category 1 — Purchased goods & services
55,689
2,924
58,613
Category 2 — Capital goods
27,541
1,325
28,867
Transmission & distribution losses
917
79
37
1,033
Other fuel & energy-related activities
4,092
222
24
4,338
Category 3 — Fuel & energy-related activities
5,009
301
61
5,371
Category 4 — Upstream transportation & distribution
14,149
45
14,194
Category 5 — Waste & water in operations
74
5
2
81
Air travel
1,032
30
1,062
Rail travel
65
15
79
Employee transport
568
568
Other business travel
1,261
22
1,283
Category 6 — Business travel
2,927
66
2,993
Category 7 — Employee commuting
6,999
612
7,610
Category 11 — Use of sold products
118
1
119
Category 12 — End-of-life treatment of sold goods
365
73
438
Category 13 — Downstream leased assets
2,822
2,822
Scope 3 total
(Transmission & distribution losses, waste &
water in operations, air travel, rail travel, & private cars)
2,657
128
39
2,824
Scope 3 total
115,693
5,352
63
121,108
Total (using Scope 1, Scope 2 market based, & Scope 3 totals)
128,899
5,523
361
134,782
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2025 Annual Report
89
Strategic Report
Sustainability
Environment
SECR
Progress towards our 2035 net zero target
Energy Type
FY25
tCO
2
e
FY24
tCO
2
e
% Change
Gas
8,808
10,290
-14%
Company transport
147
378
-61%
F-gases
581
620
-6%
Electricity (market-based)*
4,137
8,380
-51%
Transmission & distribution losses
1,033
974
6%
Waste operations*
43
58
-26%
Water use
38
35
8%
Air travel
1,062
892
19%
Rail travel
79
47
67%
Private cars
568
343
66%
Total
16,498
22,018
-25%
† Assured figures
*
Restatement summary. This year we conducted a review of our prior year data, we reviewed our emissions data, corrected errors, and refined our methodology to enhance reporting
accuracy and consistency. As per our recalculation-policy changes exceeding 5% were restated, impacting Scope 2 electricty market based and Scope 3 waste due to data errors
and omitted data
**
FY24 Scope 3 only calculated for selected categories
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The Rank Group Plc
2025 Annual Report
Pillar
Recommendation
Location
Consistency statement
2024/25
Intention
Governance
a. Describe the Board’s oversight
of climate-related risks and
opportunities.
Pages
77-78
Consistent
Continue to keep the
Board informed of
climate-related risks.
b. Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Pages
78-79
Consistent
Continue to communicate
the progress of the net
zero strategy development
up to the Board.
Strategy
a. Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium, and long term.
Pages
80-83
Consistent
Continue to monitor
relevant climate-related
risks and opportunities
over our defined time
horizons.
b. Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy, and financial planning.
Pages
80-83
Consistent
Continue to make
informed decisions
in investing in
decarbonisation initiatives.
c. Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2°C or
lower scenario.
Page 83
Consistent
Continue to monitor the
resilience of our strategy
under climate-related
scenarios.
Risk
management
a. Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Page 84
Consistent
Continue to monitor the
financial materiality of
climate-related risks
through our double
materiality process.
b. Describe the organisation’s
processes for managing climate-
related risks.
Page 84
Consistent
Continue to progress on
our Net Zero Pathway.
c. Describe how processes for
identifying, assessing and managing
climate-related risks are integrated
into the organisation’s overall risk
management.
Page 84
Consistent
To review our double
materiality process which
is informed by the risk
register.
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.
Pages
85-90
Consistent
Continue to disclose
positive economic and
environmental impact
metrics. We have included
the YOY reduction in Scope
1 and 2 emissions on a
Group-wide basis.
b. Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse
gas emissions and the related risks.
Page
88
Consistent
Continue to disclose Scope
1, 2, and 3 emissions.
c. Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets.
Pages
85 & 90
Consistent
Continue to progress the
decarbonisation efforts
that will enable us to have
an SBTi-aligned net zero
plan in the coming years.
The process for alignment
is up to two years, based
on current market
knowledge, and we will
provide an update in due
course.
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Strategic Report
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The Rank Group Plc
2025 Annual Report
Sustainability
Communities
Key performance
indicator
Total charitable funds raised
£401k
Above target of £351k
Beyond entertaining
people, we recognise
that we play a pivotal
role in the communities
in which we operate.
Our venues often serve
as a social hub, and
our Mecca venues, in
particular, are a key place
for social interaction.
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2025 Annual Report
93
A key performance indicator (‘KPI’) for every club’s General
Manager is to deliver on community-based engagement.
While our partnership with Carers Trust focuses a lot of
the Group’s fundraising efforts on supporting the valuable
work of unpaid carers, the nature of other community
engagement activities is driven by local need, from
providing spaces in our venues for groups to use as
meeting places or for events, to employees fundraising
for charitable causes that are close to their hearts. This
venue-based approach resonates with our employees,
creating tangible impact in the communities which
they are often a part of themselves.
Within Mecca, we recognise that our community
engagement resonates strongly with our customer base
and is therefore a key part of the value we deliver for
customers. Hence, our Mecca Managing Director leads
on the community strategy, ensuring it is integrated into
‘business as usual’.
At Rank, a key focus is on providing employment
opportunities in the communities in which we operate.
We continue to strengthen our collaboration with job
centres and other employment-focused organisations,
partnerships which support individuals through core
training and development, with a clear pathway into
roles within our business.
We are always proud of how dedicated our teams are to
fundraising initiatives and the volunteering of their time
for worthy causes.
This year marked the eleventh year of our partnership with
Carers Trust, and we were proud to reach the milestone of
£4m raised during this time for an incredibly worthwhile
cause. We also continue to support the charity through the
Rank Cares Grants programme, which provides financial
assistance to carers.
Strategic Report
Improving our risk management approach
How we manage risk
Understanding, accepting and managing risk are
fundamental to Rank’s strategy and success. We have a
Group enterprise-wide risk management framework and
approach, which is integrated into our organisational
management structure and responsibilities. The aim of this
is to provide oversight and governance of the key risks we
face, as well as monitoring upcoming and emerging risks and
performing horizon scanning over the medium to long term.
Over the past year we have continued to enhance our
Group enterprise risk management framework and
improve our ability to identify, mitigate, monitor and
review key risks. For each principal risk identified, the Risk
Committee assessed the likelihood and consequence and
confirmed a “risk owner” who is a member of the Executive
Committee. The risk owner is responsible for defining
and implementing mitigations, which are reviewed for
appropriateness and monitored regularly.
Key or material risks are identified and monitored through
risk registers at a Group level and within business units,
ensuring both a top-down and bottom-up approach to risk
management.
In addition to the well-established approach to risk
management, preparation for the implementation of
Provision 29 of the Corporate Code is well underway.
This will impact the Group for financial year 2026/27.
This work is being led by the CFO and the enterprise risk
management team and has included:
Breakdown of the principal risks into critical risk events,
– Mapping of existing controls to these critical risk events,
Presenting the outcome of this to the Audit Committee,
and
Planning dry runs to validate control effectiveness and
gather feedback on the approach.
Risk appetite
Defining risk appetite is key in the process of embedding
the enterprise risk management system into our
organisational culture. Our risk appetite approach is to
minimise our exposure to reputational, compliance and
excessive financial risk, whilst accepting and encouraging
more risk in pursuit of our purpose and ambition.
As part of the establishment of risk appetite, the Board
will consider and monitor the level of acceptable risk it
is willing to take in each of the principal risk areas. The
identification and development of the critical risk events for
each principal risk area has been performed alongside the
existing controls in place to support understanding of risk
appetite.
Additionally, our risk appetite approach and acceptance of
risk is subject to ensuring that potential benefits and risks
are fully understood and that sensible measures to mitigate
risks are established and effective.
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The Rank Group Plc
2025 Annual Report
Board
Group Internal Audit
Risk Committee
Audit Committee
Top-down
identification
Bottom-up
identification
Mitigate
Review
Monitor
Identify
Our risk management framework
Board
Role
The Board has overall
responsibility for the risk
management framework,
establishing risk appetite,
and performing horizon
scanning. This also includes
ensuring that this framework
is operating and embedded
within the business.
Specific activities
Oversees implementation
of the risk management
framework, sets risk appetite,
and reviews the Group’s risk
profile and emerging risks.
Risk Committee
Role
The Group Risk Committee
is responsible for defining,
developing, and embedding
the risk management
framework. This includes
assessing and managing
risk and assisting the Board
and Audit Committee in their
oversight role.
Specific activities
Provides a forum to identify
and manage risks as they
arise and ensures adequate
and timely progress of risk
mitigating actions. This
includes carrying out a
“deep dive” on the Group
and specific business area
risk registers and considers
updates from oversight
functions.
Audit Committee
Role
The Audit Committee is
responsible for assisting the
Board in its responsibility
to oversee the ongoing
effectiveness of the risk
management framework.
As part of this, the Audit
Committee will have oversight
responsibilities in relation
to the governance of risk
management, management
of material risks and controls,
and internal and external
audit functions.
Specific activities
Oversees the risk
management framework
through providing a forum
for reviewing the process
by which material risks are
identified and managed.
Reviews the Group risk register
methodology and approach
and together performs an
independent review of the
mitigation plans for material
risks. Receives updates from
oversight functions on these
areas.
Group Internal Audit
Role
Group Internal Audit
provides assurance over
the effectiveness of the risk
management framework
and conducts independent
reviews of the key risks to
the business and validates
mitigating action plans and
controls.
Specific activities
Develops a risk-based
assurance programme
to provide assurance on:
management of key risks,
efficiency and effectiveness
of internal controls, and
validates the effectiveness
of the risk management
framework.
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Strategic Report
Principal risks and uncertainties
Effective risk management is an integral part of ensuring
the Group is able to successfully execute its strategic plan.
The Board and Executive Committee have conducted a
robust assessment of the Group’s principal and emerging
risks. The risks outlined in this section are the principal
risks that we have identified as material to the Group
– those that could affect strategic ambitions, financial
performance, future prospects, and the reputation of the
Group. They represent a ‘point-in-time’ assessment, as the
environment in which the Group operates is constantly
changing and new risks may always arise.
Risks are considered in terms of likelihood and impact and
are based on a residual risk rating of: high, medium or low,
i.e. after considering the mitigating controls already in
place. Mapping risks in this way helps not only to prioritise
the risks and required actions, but also to direct the
required resource to maintain the effectiveness of controls
already in place and mitigate further where required.
The risks outlined in this section are shown alongside
their residual risk rating, the risk trajectory (including
whether the risk is increasing, stable or decreasing) and
an explanation of the mitigating actions and controls.
The Committees are responsible for the governance and
oversight of each risk are also shown. The principal risks
are not set out in order of priority, and do not include all
risks associated with the Group’s activities.
Additional risks not presently known to management, or
currently deemed less material, may also have an adverse
effect on the business. Risks such as these are not reported
as principal risks but are nevertheless regularly monitored
for their impact on the Group.
After review, the Board concluded that there were
12 principal risks this year and that no new risks were
identified over the previous year. However, the Board did
agree to changes in some of the residual risk ratings and
risk trajectories, which are summarised in the table and
detailed on page 97.
Emerging risks
The Group’s risk profile will continue to evolve as a result
of future events and uncertainties. Our risk management
processes include consideration of emerging risks
with horizon scanning being performed with a view
to enabling management to take timely steps to intervene
as appropriate.
The methodology used to identify emerging risks includes
reviews with both internal and external subject matter
experts, reviews of consultation papers and publications
from within and outside the industry and the use of key risk
indicators.
Throughout the year some new risks have emerged and
developed, which have been monitored by management
and discussed with the Board, and appropriate actions
taken. Some examples of these risks are provided below.
The Board and management team continue to monitor
changes in the political and macroeconomic backdrop
faced by the Group, particularly with respect to tax policies
and employment rights. Changes to regulation in the
gambling industry continues to be closely monitored
in all our jurisdictions, as further changes are anticipated.
The implementation of the Gambling Act Review allows
Grosvenor to modernise the customer proposition to
better meet the needs of our customers.
The Group primarily operates from properties on short
leases in the UK venues businesses. Management
seeks to renew leases for a longer period in strategically
important locations and ensure continuity of tenure in
profitable venues. However, it is not always possible
to guarantee security of tenure where landlords seek
to occupy a property themselves or take it back on
redevelopment grounds.
Artificial intelligence is being increasingly utilised by
the Group and is expected to provide opportunities to
deliver improved customer service and efficiency. However,
there are also risks associated with new AI technology,
particularly in the protection of and use of proprietary
data. The Group is exploring how best to capitalise on
technology whilst not exposing itself to unnecessary risk.
Climate risks are currently not regarded as a principal
risk for the Group, but there are additional disclosure
requirements that need to be reported on, such as the
EU Corporate Sustainability Directive (CSRD).
Improving our risk management approach
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Principal risks and uncertainties
Summary of principal risks and changes in the last 12 months
Risk
No
Principal Risk
Residual Risk
Rating *
Risk
Trajectory
Change in last 12 months for Residual Risk Rating and/or Trajectory
1
Trading conditions
High
Stable
No change.
2
Compliance with gambling
law and regulations
Medium
Increasing
Residual Risk Rating:
From high to medium, as we have now implemented
several key regulatory reforms in the period, including the maximum online
staking limits.
Risk Trajectory:
Increasing, as there is continued focus on compliance by
the regulators in the jurisdictions in which the Group operates with further
regulatory changes.
3
Safe and sustainable
gambling
Medium
Stable
No change.
4
Cyber resilience
Medium
Increasing
Risk Trajectory:
Remains increasing, as businesses are experiencing more
frequent and sophisticated cyber-incidents aimed at causing financial and
reputational damage.
5
Data protection
Medium
Increasing
Risk Trajectory:
Moved from stable to increasing, due to the increased
frequency and sophistication of cyber incidents.
6
Taxation
Medium
Increasing
Residual Risk Rating:
Moved from low to medium risk given the UK fiscal
deficit and potential for further increased taxation on businesses.
Risk Trajectory:
Moved from stable to increasing, as there could be further
tax changes that have an impact on the Group’s financial performance.
7
Strategic and technology
programmes
Medium
Stable
No change.
8
Business continuity and
Disaster Recovery
Medium
Stable
No change.
9
Dependency on third
parties and supply chain
Medium
Stable
No change.
10
People
Medium
Decreasing
Risk Trajectory:
Moved from stable to decreasing risk, as whilst there have
been changes to Government employment legislation, the Group has
appropriate mitigation measures in place.
11
Liquidity and funding
Low
Stable
Risk Trajectory:
Moved from decreasing to stable risk due to the Group
having sufficient financing in place and there being no requirement to
refinance in the near future.
12
Health and safety
Low
Stable
Risk Trajectory:
Moved from decreasing to stable risk. Mitigation measures
are in place for recently published regulatory requirements.
*Note: the residual risk rating is shown after the impact of mitigating controls.
Likelihood
Impact
2
12
1
11
7
10
3
6
9
8
5
4
Residual Risk Rating
Low
Medium
High
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Principal risk
The Group continues to operate in an uncertain trading
environment, impacted by a range of potentially
challenging factors, which could impact performance.
In particular, consumer discretionary expenditure could
be impacted by uncertain political and macroeconomic
conditions, with such pressures influencing customer
behaviour. This could potentially impact consumer’s
propensity to visit our venues or reducing spend on
entertainment and leisure activities such as those offered
by the Group, as well as impacting the consumer’s
propensity to visit our venues.
The Group continues to face pressure from rising
employment costs, with both the National Living Wage and
employer national insurance contributions having risen
significantly over the last 12 months. Further increases to
employment costs or other cost pressures could impact the
operating margins of our venues businesses.
Related risks caused by current macroeconomic and
geopolitical uncertainty are energy availability and the
increased cost of products and services, all of which could
impact our future performance.
Residual risk rating and trajectory
Considered high residual risk and stable.
Risk mitigation strategy
We actively monitor consumer behaviour and have
contingency measures in place to manage these risks,
including:
the Group’s strategic plan and capital allocation policy have
been prepared with current consumer outlook in mind. We
take a data driven approach to monitoring consumer trends
and adapt our approach where appropriate.
monitoring economic, political and consumer
developments and undertake scenario analysis where
appropriate. In particular, the Group focuses on impacts
in the short and medium term that may result from
changes in customer behaviour.
monthly reviews of operational plans at a business unit
level to ensure that they are robust and well managed.
undertaking regular insight and tracking work in relation
to our brands and continuing to assess the relevance of
our products to our customers.
considering ways to manage the Group’s exposure
in respect of external conditions beyond its control,
including forward buying of energy and reviewing the
extent of interest rate risk exposure.
structured supplier engagement to effectively leverage
scale, control costs and deal with unexpected events.
ensuring there are workstreams in place to effectively
manage labour cost pressures.
an experienced leadership team focused on managing
through the uncertain environment.
Governance and oversight of risk
Board.
Principal risk
Regulatory and legislative regimes for betting and gaming
in key markets are constantly under review and can change,
including as to their interpretation by regulators, at short
notice. These changes could benefit or have an adverse
effect on the business and additional costs might be
incurred to comply. Failing to comply leads to an increased
risk of investigation(s), regulatory action, sanctions by way
of licence conditions, financial penalties and/or loss of an
operating licence. There is ongoing focus on compliance
by regulators in the jurisdictions in which the Group
operates. The risk of potential non-compliance increases
with the pace of change in regulation, particularly when
limited time is provided to ensure compliance.
Residual risk rating and trajectory
Considered medium residual risk and increasing.
Risk mitigation strategy
The Group ensures that:
it seeks ongoing and regular engagement with
Government, key civil servants involved in determining
gambling policy and with regulators.
it monitors legislative and regulatory developments and
announcements in relation to prospective change.
it has defined policies and procedures in place, which are
periodically reviewed and updated as appropriate to take
account of regulatory changes and guidance.
it has a dedicated compliance team led by an experienced
Director of Compliance & Safer Gambling, which
monitors implementation of and compliance with such
policies and procedures.
Regular reports are provided to the venues’ senior
management, as well as to the Group’s Compliance and
Risk Committees. The Director of Compliance & Safer
Gambling also provides biannual reports to the Audit
Committee.
its Compliance Committee meets on a monthly basis,
with agenda items including data trends, monitoring
programme outputs, proposed changes to compliance
models, tools and processes and trade association
updates.
all colleagues undertake annual mandatory compliance
training (including anti-bribery and corruption and
money laundering), with additional training being
undertaken as required/requested or as may be
appropriate to a specific role.
it actively promotes a compliant environment and culture
in which customers can play safely.
it engages with regulators as appropriate and examines
the learnings from, and measures adopted by, other
operators and sectors of the gambling industry.
regularly contributes to consultation processes
on proposed changes to gambling legislation
and regulation.
Governance and oversight of risk
Audit, Compliance and ESG & Safer Gambling Committee.
Principal risk 1
Uncertain trading conditions
Principal risk 2
Compliance with gambling laws
and regulations
Improving our risk management approach
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Principal risk
The Group seeks to build sustainable relationships with
our customers by providing them with safe environments
in which to play. This minimises the potential for our
customers to suffer harm from their gambling and will
assist the Group in ensuring that it grows the business
in a sustainable way. We are committed to delivering the
highest possible levels of player safety and protection.
Failure to provide a safe gambling environment for our
customers could have regulatory implications, affect trust
in our brands and impact our ability to build a sustainable
business.
Residual risk rating and trajectory
Considered medium residual risk and stable.
Risk mitigation strategy
The Group ensures that:
it actively promotes a safer gambling culture.
it interacts and engages with its customers on a regular
basis.
it makes available a range of tools on all brands across all
channels to support customers in managing their spend
and play.
it invests continuously in the development of its people,
processes and technology, including with the assistance
of expert third parties, to introduce new and ongoing
improvements to enable it to identify and effectively
interact with at-risk customers.
it continues to invest in data analytics to better identify
potential at-risk play by customers and in the resultant
processes which deliver the appropriate interactions
with those customers and the ongoing evaluation of the
effectiveness of those interactions.
all colleagues undertake mandatory safer gambling
training, with additional training provided for specific
roles.
it identifies opportunities to promote and, where
appropriate, invest in research, treatment and education
initiatives, collaborating with industry peers, trade
bodies and charities to raise standards.
it has dedicated and experienced first and second line
safer gambling teams.
Governance and oversight of risk
Compliance Committee, ESG & Safer Gambling Committee.
Principal risk 3
Safe and sustainable gambling
Principal risk 4
Cyber resilience
Principal risk
The continued availability and integrity of the Group’s
IT systems are critical to delivery of the strategy. The
Group’s operations are highly dependent on technology
and advanced information systems, and a cyber security
incident could result in unauthorised access to our
information systems, technology and data.
A cyber security incident could cause considerable
financial and operational damage to the Group and the
reputation of the Group’s brands could be negatively
impacted by cyber security breaches.
The threat of a malicious attack is an ongoing risk,
the nature of which is constantly evolving due to the
introduction of new technology, developments in artificial
intelligence, the use of cloud-based storage systems,
hybrid working models and the more extensive use of data.
The sophistication and frequency of cyber incidents also
continue to increase.
Residual risk rating and trajectory
Considered medium residual risk and increasing.
Risk mitigation strategy
The Group:
makes significant investment in system development and
IT security programmes.
has in place security policies and procedures and
conducts training for colleagues to ensure ongoing
education and awareness.
employs a dedicated specialist information security
team.
has a Security Operations Centre (SOC) and Vulnerability
Management service that provides monitoring, alerts and
visibility of security events and enabling vulnerabilities
to be monitored and quickly addressed.
carries out periodic vulnerability and penetration testing,
with actions arising followed up, tracked and remediated
by the security team.
follows a rolling programme of work to continue to
enhance cyber security and resilience within the IT
estate.
has incident management plans in place that are followed
in the event of a security incident.
Governance and oversight of risk
Board and Audit Committee.
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2025 Annual Report
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Strategic Report
Principal risk
Failure to adequately protect sensitive customer data and
other key data and information assets that could be leaked,
exposed, hacked or transmitted would result in customer
detriment, formal investigations and/or possible litigation
leading to prosecution, fines and/or damage to our brands.
The Group continues to develop and enhance its control
environment in relation to customer data controls,
regulatory requirements and the data risks associated with
artificial intelligence (AI).
Residual risk rating and trajectory
Considered medium residual risk and increasing.
Risk mitigation strategy
The Group has.
data protection policies to protect the privacy rights of
individuals in accordance with GDPR and other relevant
local data protection and privacy legislation.
technology and IT security controls in place to restrict
access to sensitive data and ensure individuals only have
access to the data they need to do their job.
a process for ensuring all colleagues undertake annual
mandatory training, with specific colleagues undertaking
additional training as required by their role.
an experienced Data Protection Officer (‘DPO’) who
ensures that the business is aware of, and adheres to,
legal requirements and industry best practice.
regular reporting to the Group Risk Committee on
relevant data security and trends, monitoring programme
outputs, ongoing projects and any potential regulatory
matters. Biannual reports are also provided to the Audit
Committee.
The Group also carries out regular penetration testing of
security controls around data.
Governance and oversight of risk
Risk Committee and Audit Committee.
Principal risk
Changes in fiscal regimes in domestic and international
markets can happen at short notice. These changes could
benefit or have an adverse impact with additional costs
potentially incurred in order to comply.
Given the well-publicised UK fiscal deficit, there could be
tax changes that have an impact on the Group’s financial
performance.
Residual risk rating and trajectory
Considered medium residual risk and increasing.
Risk mitigation strategy
The Group’s tax strategy is approved annually by the Board.
Responsibility for its execution is delegated to the Chief
Financial Officer who reports the Group’s tax position to
the Board on a regular basis.
The Group ensures that it:
has an appropriately qualified and resourced tax team to
manage its tax affairs.
continues to monitor tax legislation and announcements
in relation to prospective change and, where appropriate,
participate in consultations over proposed legislation,
either directly or through industry bodies.
engages with the UK Treasury where appropriate.
performs analysis of the financial impact on the Group
arising from proposed changes to taxation rates.
seeks external advice and support as may be required.
develops organisational contingency plans as
appropriate.
Governance and oversight of risk
Board and Audit Committee.
Principal risk 5
Data protection
Principal risk 6
Taxation
Improving our risk management approach
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2025 Annual Report
Principal risk
Key strategic projects and programmes, including
technological change programmes, could fail to deliver
or take longer to deliver, resulting in missed market
opportunities, synergies and savings.
Failure to deliver key strategic projects and programmes
impacts on customer loyalty and the strategic growth of the
Group.
Residual risk rating and trajectory
Considered medium residual risk and stable.
Risk mitigation strategy
The Group ensures that programmes:
use a structured and disciplined delivery methodology
to ensure that they are robustly managed to achieve their
outcome.
are subjected to detailed management oversight as well
as having sponsorship from a senior-level stakeholder.
follow a comprehensive risk management approach and
are managed by experienced project and programme
managers.
Governance and oversight of risk
Board.
Principal risk
Planning and preparation of the Group, to ensure it could
overcome serious incidents or disasters and resume normal
operations within a reasonably short period, is critical
to ensure that there is minimal impact to its operations,
customers and reputation.
Such examples might include natural disasters such as
fires and floods, pandemics, accidents impacting key
people, insolvency of key suppliers, events that result in a
loss or lack of availability of data or IT systems, negative
media campaigns and market upheavals.
Residual risk rating and trajectory
Considered medium residual risk and stable.
Risk mitigation strategy
The Group has:
a clear incident and crisis management policy, which is
refined on a regular basis.
Group business continuity plans are regularly reviewed
for key sites and business areas.
resilience of, and disaster recovery for, IT systems is
included in this.
Governance and oversight of risk
Risk Committee and Audit Committee.
Principal risk 7
Strategic and technology
programmes
Principal risk 8
Business continuity and
disaster recovery
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2025 Annual Report
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Strategic Report
Principal risk
The Group is dependent on a number of third parties
for the operation of its business. The withdrawal or
removal from the market of one or more of these third-
party suppliers, failure of these suppliers to comply with
contractual obligations, or reputational issues arising in
connection with these suppliers could adversely affect
operations, especially where these suppliers provide a
niche service.
Residual risk rating and trajectory
Considered medium residual risk and stable.
Risk mitigation strategy
The Group has:
a central procurement team that oversees the process for
the introduction and onboarding of suppliers across the
Group, utilising a supplier risk management framework.
policies and procedures requiring due diligence to be
carried out on suppliers in advance of onboarding.
supplier contracts that include, amongst other things,
appropriate clauses on compliance with applicable laws
and regulations, the prevention of modern slavery, and
anti-bribery. We seek to work with suppliers who are
actively managing climate risks.
business owners that are responsible for communication
with key suppliers and are ultimately accountable
for such relationships and ensuring that contractual
requirements are met.
regular reviews in place with suppliers, with the
frequency depending on the importance of the supplier
relationship to the Group.
Governance and oversight of risk
Risk Committee and Audit Committee.
Principal risk 9
Dependency on third parties
and supply chain
Principal risk
The success of the Group is dependent upon being able
to attract, retain and develop the right talent, capabilities
and skills. Failure to attract or retain key individuals may
impact the Group’s ability to deliver on its strategic plan.
The Group employs 7,700+ colleagues, the majority of
whom are customer-facing and, given the nature of our
service-orientated hospitality business, act as ambassadors
for our brands. Ensuring that they are highly engaged is
important as we look to continually excite and entertain
our customers.
Residual risk rating and trajectory
Considered medium residual risk and decreasing.
Risk mitigation strategy
The Group ensures that it:
regularly engages with colleagues and reviews its reward
propositions in order to retain existing talent and attract
the best candidates to roles.
conducts benchmarking exercises in relation to its
compensation packages.
conducts regular employee engagement surveys to
understand the views of colleagues and determine
actions required to improve colleague engagement.
has robust talent planning and people development
processes in place, including formation of succession
plans for relevant roles.
provides training and induction programmes to new
joiners.
monitors attrition and retention rates and takes
appropriate actions to improve.
has an equality, diversity, and inclusion policy in place
that ensures a welcoming environment for all colleagues.
continues to consider the development of its culture,
including how this is viewed by colleagues in employee
opinion surveys and the actions that can be taken in light
of the output.
regularly engages with trade union bodies and maintains
an open dialogue on matters impacting our colleagues.
Governance and oversight of risk
Board, Nominations and Remuneration Committees.
Principal risk 10
People
Improving our risk management approach
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Principal risk
The Group’s ability to meet its financial obligations and
execute the strategy is dependent on having sufficient
liquidity over the short, medium and long term. The Group
is currently reliant on committed debt facilities with
four lenders, all of which have specific obligations and
covenants that need to be met. The Group is also reliant
on multiple banks for clearing (transaction processing). A
loss of debt facilities and/or clearing facilities could result
in the Group being unable to meet its obligations as they
become due.
The Group has ongoing open dialogue with existing
and potential future lenders to ensure that there is no
disconnect between the Group’s strategic direction and
the undertakings provided to the Group’s banks (such as
operation in new territories) and that there is not any over
reliance on a limited number of lending partners.
Residual risk rating and trajectory
Considered low residual risk and stable.
Risk mitigation strategy
The Group:
operates a centralised, experienced Treasury function
under the direction of the Chief Financial Officer. The
treasury team is involved in advance of any major
business decisions that could impact the Group’s
liquidity or its relationships with banks.
reviews the capital structure and capital allocation
policy, to ensure we have financing in place to support
investment in the business.
ensures the Board regularly receives reports on the
Group’s financing position and cash flow forecasts.
ensures there are sufficient cash reserves to navigate
through any short-term reduction in available debt
facilities.
monitors the financial position with banks and has open
dialogue around the relevant provisions of bank facilities.
has accurate forecasting processes and, where
appropriate, would have early engagement with lenders
around covenant requirements.
ensures no trading entity is solely reliant on one bank for
clearing services.
Governance and oversight of risk
Board and Finance Committee.
Principal risk
Failure to meet the requirements of the various domestic
and international rules and regulations relating to the
safety of our employees and customers could expose the
Group (and individual Directors and employees) to material
civil, criminal and/or regulatory action with the associated
financial and reputational consequences.
Residual risk rating and trajectory
Considered low residual risk and stable.
Risk mitigation strategy
The Group ensures that:
it has defined policies and procedures in place, which are
periodically reviewed and updated as appropriate.
it has a dedicated health and safety team led by an
experienced Head of Health & Safety, which monitors
implementation of and compliance with such policies
and procedures.
it conducts regular audits with respect to fire safety, food
safety and other matters, with key actions followed up
with management.
regular reports are provided to venues’ senior
management and Group Risk Committee. The Head of
Health & Safety also provides biannual reports to the
Audit Committee.
all colleagues undertake annual mandatory training,
with additional training being undertaken as required/
requested or as may be appropriate to a specific role.
Governance and oversight of risk
Risk Committee and Audit Committee.
Principal risk 11
Liquidity and funding
Principal risk 12
Health and safety
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Alternative performance measures
When assessing, discussing and measuring the Group’s
financial performance, management refer to measures used
for monitoring internal performance. These measures are
not defined or specified under UK adopted International
Financial Reporting Standards (IFRS) and as such are
considered to be alternative performance measures
(‘APMs’).
By their nature, APMs are not uniformly applied by all
preparers including other operators in the gambling
industry. Accordingly, APMs used by the Group may not
be comparable to other companies within the Group’s
industry.
Purpose
APMs are used by management to aid comparison and
assess historical performance against internal performance
benchmarks and across reporting periods. These
measures provide an ongoing and consistent basis to
assess performance by excluding items that are materially
non-recurring, uncontrollable or exceptional. These
measures can be classified in terms of their key financial
characteristics.
Profit measures allow management and users of the
financial statements to assess and benchmark underlying
business performance during the year. They are primarily
used by operational management to measure operating
profit contribution and are also used by the Board to assess
performance against business plan.
The following table explains the key APMs applied by the
Group and referred to in these statements:
APM
Purpose
Closest equivalent IFRS
measure
Adjustments to reconcile to primary financial statements
Reconciliation
reference
Underlying like-for-like
(‘LFL’) net gaming revenue
(‘NGR’)
Revenue
measure
NGR
Separately disclosed items
1
Excludes contribution from any venue openings,
closures, disposals, acquired businesses and
discontinued operations
Foreign exchange movements
Underlying LFL operating
profit/(loss)
Profit
measure
Operating profit/(loss)
Separately disclosed items
3
Excludes contribution from any venue openings,
closures, disposals, acquired businesses and
discontinued operations
Foreign exchange movements
Underlying earnings/(loss)
per share
Profit
measure
Earnings/(loss) per
share
Separately disclosed items
6
Net free cash flow
Cash
measure
Net cash generated
from operating
activities
Lease principal repayments
Refer to cash
flow and net
debt section
on page 34
Cash flow in relation to separately disclosed items
Cash capital expenditure
Net interest and tax payments
Return on capital employed
(‘ROCE’)
Efficiency
measure
Operating profit/(loss)
Underlying LFL operating profit divided by average
capital employed
7
Equity
Average capital employed is average of opening and
closing capital employed
Non-current net
liability
Capital employed is total equity adjusted to add back:
net debt/cash, lease liabilities, right-of-use assets,
retirement benefit obligations, non-current provisions
and net deferred tax
Non-current asset
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Rationale for adjustments – profit and debt
measure
1. Separately disclosed items (‘SDIs’)
SDIs are items that bear no relation to the Group’s
underlying ongoing operating performance. The
adjustment helps users of the accounts better assess
the underlying performance of the Group, helps align
to the measures used to run the business and still
maintains clarity to the statutory reported numbers.
Further details of the SDIs can be found in the Financial
Review and note 4.
2. Contribution from any venue openings,
closures, disposals, acquired businesses and
discontinued operations
In the current year (2024/25), the Group closed two
Mecca venues and disposed of our non proprietary digital
business. For the purpose of calculating like-for-like
(‘LFL’) measures the contribution has been excluded
from the prior period numbers and current period
numbers, to ensure comparatives are made to measures
on the same basis.
3. Foreign exchange movements
During the year the exchange rates may fluctuate,
therefore by using an exchange rate fixed throughout
the year the impact on overseas business performance
can be calculated and eliminated.
The tables below reconcile the underlying performance
measures to the reported measures of the continuing
operations of the Group.
Reconciliation 1
£m
2024/25
2023/24
Underlying LFL NGR
795.3
716.3
Open, closed and disposed venues
0.1
16.9
Foreign exchange (‘FX’)
-
1.5
Underlying NGR – continuing operations
795.4
734.7
Reconciliation 2
Calculation of comparative underlying LFL NGR
£m
2023/24
Reported underlying LFL NGR
734.4
Reversal of 2023/24 closed venues
0.3
2024/25 closed venues
(16.9)
2024/25 FX
(1.5)
Restated underlying LFL NGR
716.3
Reconciliation 3
£m
2024/25
2023/24
Underlying LFL operating profit
63.7
46.3
Opened, closed and disposed venues
-
(0.4)
Foreign exchange (‘FX’)
-
0.4
Underlying operating profit – continuing
operations
63.7
46.3
Separately disclosed items
3.3
(16.9)
Operating profit – continuing operations
67.0
29.4
Reconciliation 4
Calculation of comparative underlying LFL operating
profit
£m
2023/24
Reported underlying LFL operating profit
46.5
Reversal of 2023/24 closed venues
(0.2)
2024/25 closed venues
0.4
2024/25 FX
(0.4)
Underlying LFL operating profit
46.3
Reconciliation 5
£m
2024/25
2023/24
Underlying current tax charge
(4.9)
(2.4)
Tax on separately disclosed items
(0.6)
2.8
Deferred tax
(3.8)
(3.9)
Total tax charge
(9.3)
(3.5)
Reconciliation 6
P
2024/25
2023/24
Underlying EPS
9.1
5.9
Separately disclosed items
0.4
(3.2)
Reported EPS
9.5
2.7
Reconciliation 7
Calculation of Return on Capital Employed ‘ROCE’
£m
2024/25
2023/24
Total equity
378.7
339.0
Add back:
Net cash
(45.4)
(20.9)
Lease liabilities
176.2
153.4
ROU assets
(105.8)
(64.1)
Retirement benefit obligations
3.4
3.4
Non-current provisions
38.1
33.2
Net deferred tax
(2.5)
(5.5)
Capital employed
442.7
438.5
Average capital employed
440.6
451.7
Underlying LFL operating profit
63.7
46.3
ROCE %
14.5%
10.3%
The Rank Group Plc
2025 Annual Report
105
Strategic Report
Compliance statements
Going concern statement
Going concern
In adopting the going concern basis for preparing the
financial information, the Directors have considered the
circumstances impacting the Group during the year. This
includes the latest forecast for 2025/26 (‘the Base Case’),
the long-range forecast approved by the Board and recent
trading performance. The Group’s projected compliance
with its banking covenants has also been reviewed along
with access to funding options for the 12 months ending
31 August 2026, for the going concern period.
The Directors have reviewed and challenged management’s
assumptions for the Group’s Base Case. Key considerations
are the assumptions on the levels of customer visits
and their average spend in the venues-based businesses,
and the number of first-time and returning depositors in
the digital businesses, and the average level of spend per
visit for each.
The Base Case view contains certain discretionary costs
within management control that could be reduced in the
event of a revenue downturn. These include reductions
to overheads, reduction in marketing costs, reductions
to the venues’ operating costs and reductions to capital
expenditure.
The committed financing position in the Base Case within
the going concern assessment period, is that the Group
has access to the following extended committed facilities,
which were executed in January 2025.
Revolving credit facilities (‘RCF’) of £90.0m, repayable as
£15.0m in January 2027 and £75.0m in January 2028.
Term loan of £30.0m, with repayment of £5.0m in
October 2026 and £25.0m in October 2027.
In undertaking their assessment, the Directors also
reviewed compliance with the banking covenants
(‘covenants’) which are tested biannually at June and
December. The Group expects to meet the covenants
throughout the going concern period and at the test dates,
being December 2025 and June 2026, and have sufficient
cash available to meet its liabilities as they fall due.
Sensitivity analysis
The Base Case view reflects the Directors’ best estimate
of the outcome for the going concern period. A number
of plausible but severe downside risks, including
consideration of possible mitigating actions, have been
modelled with particular focus on the potential impact
to cash flows, cash headroom and covenant compliance
throughout the going concern period.
The two downside scenarios modelled are:
(i)
Revenues in both Grosvenor and UK Digital fall
by 10%, versus the Base Case view. Additional
assumptions include increased regulatory and
compliance costs, and costs associated with an
assumed cyber incident. Several mitigating actions
are undertaken by management including reduction
in capital expenditure, reduction in employment costs
and the removal of the Group planning contingency.
(ii)
A reverse stress test where revenues in Grosvenor
fall by 26% and revenues in UK Digital fall by 22% in
FY26, with management taking actions as for scenario
(i) but with further mitigating actions on employment
costs and marketing costs.
Having modelled the scenarios, the indication is that the
Group would continue to meet its covenant requirements
in all scenarios and have available cash to meet liabilities
within the going concern period, except in the reverse
stress test scenario, where one covenant is breached in
August 2026; this is an extreme case and management
consider it to be remote. If this scenario was to begin to
unfold, it would be possible to execute further mitigating
actions. Refer to note 20 for further details on covenants.
Going concern statement
Based on the Group’s cash flow forecasts and business
plan, the Directors believe that the Group will generate
sufficient cash to meet its liabilities as they fall due for
the period up to 31 August 2026.
The Directors have considered two downside scenarios
which reflects a reduced trading performance, increased
regulatory and compliance costs, inflationary impacts
on the cost base, an assumed cyber incident and various
management-controlled cost mitigations.
In conclusion, after reviewing the downside scenario, and
considering the remote likelihood of the scenario in the
reverse stress test occurring, the Directors have formed the
judgement that, at the time of approving the consolidated
financial statements, there are no material uncertainties
that cast doubt on the Group’s and the Company’s going
concern status, and that it is appropriate to prepare the
consolidated financial statements on the going concern
basis for the period from the date of this report to 31
August 2026.
106
The Rank Group Plc
2025 Annual Report
In accordance with provision 31 of the 2018 UK Corporate
Governance Code, the Directors confirm that they have
considered the current position of the Group and assessed
its prospects and longer-term viability over the three-year
period to August 2028. Although longer periods are used
when making significant strategic decisions, three years
has been used as it is considered the longest period over
which suitable certainty for key assumptions in the current
climate can be made and is supported by the Group’s
business plan.
Having undertaken their assessment and considered the
overall circumstances of the Group, the Directors confirm
that 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 three-year period to August 2028.
In making this statement, the Directors have performed a
robust assessment of the principal risks facing the Group
which includes an assessment of both financial and non-
financial risks that may threaten the business model, future
performance, liquidity and solvency of the Group. The key
assumptions made are that:
The Group performs in line with the base case for
2025/26 used for the going concern assessment, and the
strategic plan approved by the Board;
The Group continues to have access to its existing
banking facilities after securing a +1 extension of £100m
in January 2025: £75m of revolving credit facilities
(‘RCF’) repayable January 2028 and £25m Term Loan
repayable October 2027.
It is assumed that the Group are able to arrange new
facilities with its banking group at a level required as
existing facilities mature.
The Directors have also considered the potential outcome
from the Government’s review of the Gambling Act 2005,
for which the White Paper was published on the 27
April 2023 and Statutory Instruments (SIs) published for
land-based casino reforms in May 2025. Based on the
information available and their understanding at the date
of this statement, the legislative reforms are anticipated
to have a positive impact on the Group from 2025/26
onwards.
Our approach to risk management and details of the
principal risks facing Rank, together with the impact
of each risk, the direction of travel and actions taken to
mitigate such risks are set out on pages 94 to 103. The
risks considered include (without limitation): uncertain
trading environment and macroeconomic conditions,
changes to regulation (including gambling laws and
regulations), people, safer gambling, health and safety, tax,
liquidity and funding, and technology risks (including data
and cybersecurity).
The Group’s business plan is reviewed at least annually.
It considers current trading trends, the impact of capital
projects, existing debt facilities and compliance with
covenants, and expected changes to the regulatory
and competitive environment, as well as expectations
for consumer disposable income. In carrying out the
assessment the Directors have reviewed and challenged
key assumptions within the Group’s business plan. Details
of the assumptions included in the assessment and the
sensitivity analysis applied to the base case plan is set out
above on page 106.
Viability statement
The Rank Group Plc
2025 Annual Report
107
Strategic Report
We aim to comply with the Non-Financial Reporting
Directive requirements from sections 414CA and 414CB
of the UK Companies Act 2006. The table below sets out
where relevant information is located in this Annual Report.
Reporting requirement
Some of our relevant policies
Where to find more in the
Annual Report
Pages
Environmental matters
Environment and KPI
76 to 91
Employees
Health and safety policy
Whistleblowing policy
Code of conduct
Colleagues and KPI
Diversity & Inclusion
Equal opportunities
Customers
Stakeholder engagement
74 to 75 and 147
75, 128, 130 to 134
75
70 to 73
60 to 65
Human Rights
Modern slavery statement
Human rights
65, 102
Social Matters
Health and safety policy
Code of conduct
Whistleblowing policy
Customers and KPI
Colleagues and KPI
Communities and KPI
70 to 73 and 147
74 to 75 and 147
62, 92 , 93, and 146
to 147
Anti-corruption
and anti-bribery
Anti-corruption and bribery,
gifts and hospitality policy
Code of conduct
Whistleblowing policy
Anti-money laundering policy
Colleagues
Audit Committee
74 to 75
136 to 143
140
140
140 to 141
Business model
Our business model
12 to 15
Principal risks and
uncertainties
Description of risk processes,
risk management, risk governance
94 to 103
Non-financial key
performance indicators
Our key performance indicators
Our strategy
Our ESG strategy
External environment
42, 43, 146, 147
36 to 41
146 to 151
70 to 73 and 78
to 81
Task Force on Climate-
related Financial Disclosures
reporting
Task Force on Climate-related Financial
Disclosures
77 to 85
This Strategic Report was approved by the Board
on 13 August 2025.
John O’Reilly
Chief Executive
Compliance statements
Non-financial and sustainability information statement
108
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
109
Strategic Report
Governance
Report
In this section
112
Chair’s Introduction to Governance
114
Governance at a glance
116
How we are governed
121
Our Board and Executive Committee
128
Our culture and workforce engagement
130
Nominations Committee Report
136
Audit Committee Report
144
ESG & Safer Gambling Committee Report
152
Finance & Disclosure Committee Report
154
Remuneration Committee Report
158
Remuneration at a glance
159
Annual Report on Remuneration
172
Directors’ Report
176
Directors’ Responsibilities
From colleague
to customer
Rank Group colleague:
Adam, Mecca Dagenham
Adam, General Manager, brings the energy and enthusiasm
that make Mecca more than just bingo. He and his team
are reshaping the venue experience — creating a vibrant
community hub that ensures every visit is memorable
and helping to future-proof Mecca for the next
generation of guests.
FIND OUT MORE ABOUT THE PROGRESS
OF MECCA BINGO IN THE STRATEGIC
REPORT, PAGES 48 TO 51
Underlying earnings per share
2024/25
9.1p
2023/24
5.9p
Change from previous year
54%
110
The Rank Group Plc
2025 Annual Report
The Rank Group P
lc
2025 Annual Report
111
Governance Report
The Board is focused on
delivery of strategy including
the acceleration of growth through
strong corporate governance.
Alex Thursby
Chair
The year in review
2024/25 was a year of meaningful progress for Rank’s
governance and leadership agenda. We strengthened our
Board through a key appointment, enhanced executive
succession planning, and advanced our culture and ED&I
frameworks. Our engagement with key stakeholders,
including regulators, investors, customers and employees
remained strong, and we responded proactively to
legislative reforms and evolving governance standards.
Board changes and training
A change during the year was the retirement of Chew
Seong Aun on 2 December 2024 as the representative for
the majority shareholder on the Board. He was replaced
by Christian Nothhaft, following an extensive interview
process. Conscious of the change to the ethnic diversity of
the Board following Mr Chew’s retirement, the Nominations
Committee considered but decided against enlarging
the Board to address this issue. The Board will prioritise
increasing ethnic diversity in future appointments.
As part of the change, I oversaw the onboarding
programme of Christian as he was welcomed to the
business. He was able to meet members of the Board and
have in-depth sessions with myself, the CEO, CFO and
managing directors of the business units, as well as other
members of the Executive Committee.
During the year the Board received training on several
topics and was able to evaluate its external consultants
who provided the Board training. The key topics included
changes to the Listing Rules covering the new provisions
concerning related parties, audit assurance and internal
controls under Provision 29 of the Corporate Governance
Code 2024 and an update on the ARGA bill. A number
of individual 1-2-1 board training sessions were also
scheduled and provided for a number of Board members
based on analysis of their interests or needs. This included
market views and insights and the skills required in
chairing a Plc Board committee.
For more information please see the Nominations Committee
report available on page 130.
Board performance review
During the year, the Board reviewed its performance
and effectiveness through an external facilitator, Lintstock
Limited, to check and assess whether the Board was
balanced in its composition, focus and approach and
aligned with the Company’s overall strategic goals.
The review concluded that the Board continued to operate
effectively throughout the year. Please refer to page
120 for more details on the scope of the review as well
as a summary of the key actions to be undertaken in the
next year.
Chair’s Introduction to Governance
Alex Thursby
This year, while formally complying with the 2018 UK
Corporate Governance Code, Rank has also taken steps
to adopt the new UK Corporate Governance Code 2024,
demonstrating our continued commitment to best-in-class
governance practices and transparency. Our governance
approach aligns with evolving stakeholder expectations
and regulatory changes within the gambling and
leisure sectors.
Dear Shareholders,
On behalf of the Board, I am pleased to
present this year’s Directors’ and Corporate
Governance Report. The Board remains
committed to strong corporate governance.
We believe that cultivating effective
governance practices leads to stronger
value creation in the long term and
manages risk for all our stakeholders.
112
The Rank Group Plc
2025 Annual Report
Capital Markets Day – engagement with
investors
The Group will hold a Capital Markets Day in October
2025 at The Victoria Casino in London. More details can
be found on our website. This meeting with investors will
focus on the Grosvenor Casinos business.
Culture
The Group’s People Plan aligns with the four key pillars of
the Group’s broader sustainability strategy: training and
development; equality, diversity and inclusion (ED&I);
engagement and reward; and mental health and wellbeing.
Together, these focus areas support an improved colleague
experience and drive a positive, high-performing and
inclusive culture.
The Group remains committed to building an inclusive
workplace where everyone feels valued, respected and able
to contribute their best.
More information on how the Board monitors culture is set out
on page 128.
More on workforce engagement can be found on page 128.
Dividends
I was pleased that the Group announced an interim
dividend of 0.65p per share and recommended a final
dividend of 1.95p per share for the year. Shareholders will
be able to approve the final dividend at the forthcoming
AGM on 15 October 2025. The full year dividend of 1.95p
is to be paid out of free cash flow. This will represent a total
dividend for the year of 2.6p per share.
The continuation of focused capital investment in the
business to drive materially improved operating profit and
free cash flow is a key enabler of future dividend growth.
I am pleased that the continuation of the strategy to build
superior and sustainable performance gathers pace
allowing for a possible increase in dividends in the future
whilst still permitting continued investment in the Group’s
strategic priorities.This is occurring despite the significant
cost and regulatory headwinds that Rank has experienced
in the past year (National Minimum Wage increases,
higher employer national insurance contributions and the
higher statutory levy, for instance). This demonstrates the
resilience of Rank’s business with its committed and skilled
teams working to ensure they provide highly valued fun and
excitement to their customers.
Focus for the year ahead
Balancing current execution and future strategy
There are still many opportunities within the current plans
that will demand execution focus within the medium term.
The current strategy will continue to drive the business
forward.
In parallel, the Board will need to develop its thinking on
the next strategic steps in the longer term to maintain and
develop further competitive advantage. This will involve
addressing questions such as scale, customer value
proposition development and the Rank brands and other
critical determinants of long-term success in value creation.
Additionally, we are to review how to leverage a
single customer interface in both physical and digital
marketplaces. This is further to assessing the relative
importance of the answers to Rank’s ability to unlock
shareholder value.
Ensuring a successful transition in key roles
I will have completed 9 years with the Rank Group in
August 2026 and intend standing down when a new Chair
has been appointed and has received an appropriate
induction and completed a successful handover process to
ensure a smooth transition.
With the major shareholder’s Board representative having
recently changed and the Chair succession approaching,
this is an important period of transition with new
perspectives entering the boardroom.
Harnessing the experience of new Board members will be
key, and the new Chair will need to engage effectively with
the business, develop a strong understanding of Board
colleagues’ viewpoints, and look to the future and to the
many opportunities presenting themselves to Rank.
I would like to thank everyone involved in Rank this year
and welcome the valuable support of shareholders, and
indeed all of our stakeholders, as the business continues
to make progress and takes advantage of the opportunities
that lie ahead. A very special thank you to our colleagues
for their passion, hard work and commitment and for their
continued efforts to ensure the future success of the Group.
I would also like to thank all members of the Board for their
continued personal support and for their commitment to
the success of Rank over the past year.
I look forward to engaging with you at this year’s Annual
General Metting on Wednesday 15 October 2025.
Alex Thursby
Chair
The Rank Group Plc
2025 Annual Report
113
Governance Report
Governance at a glance
About the Board
Skills of the Non-Executive Directors
Alex
Thursby
Karen
Whitworth
Lucinda
Charles-
Jones
Christian
Nothhaft
Katie
McAlister
Keith
Laslop
Customer-centric/hospitality
Environment, Sustainability and Governance
Financial (accounting and/or finance)
Gaming
Marketing
People
Real estate & property
Risk & Compliance
Strategy
Technology/digital
Committee membership
Committee member
Committee Chair
Alex
Thursby
John
O’Reilly
Richard
Harris
Karen
Whitworth
1
Lucinda
Charles-
Jones
Christian
Nothhaft
Katie
McAlister
Keith
Laslop
Audit Committee
Finance & Disclosure Committee
Nominations Committee
Remuneration Committee
ESG & Safer Gambling Committee
The Chair of Audit Committee joins Finance & Disclosure Committee meetings when market reporting is assessed.
Ethnic diversity and gender identity
Data on board diversity, skills and committee membership is collated and reviewed annually by the Board. This year this
occurred at the meeting of 18 June 2025. Data on executive management diversity is checked and verified annually with
Human Resources through data held by the Group. This is then reviewed and approved by the Chief People Officer before
being ultimately approved by the Board in its review of the Annual Report and Accounts.
Ethnic diversity reporting as required under
Listing Rule 9.8.6 (R) 10 as at 30 June 2025
Number
of Board
members
% of Board
Number
of senior
positions on
the Board
(CEO, SID, CFO
or Chair)
Number of
executive
management
% of executive
management
White British or other white (including minority white groups)
8
100%
4
10
100%
Mixed/Multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Gender identity or sex reporting as required under
Listing Rule 9.8.6 (R) 10 as at 30 June 2025
Number
of Board
members
% of Board
Number
of senior
positions on
the Board
(CEO, SID, CFO
or Chair)
Number of
executive
management
% of executive
management
Men
5
62.5%
3
7
70%
Women
3
37.5%
1
3
30%
Other categories
Not specified/prefer not to say
114
The Rank Group Plc
2025 Annual Report
Corporate Governance Code Compliance Statement
The Board remains committed to maintaining the highest standards of corporate
governance across the Group, recognising that a strong governance framework
is vital to underpin our strategic objectives. For the year under review, Rank has
continued to formally comply with the requirements of the 2018 UK Corporate
Governance Code (the ‘2018 Code’). However, we have voluntarily applied the
principles of good governance contained in the 2024 UK Corporate Governance
Code (the ‘2024 Code’). This report, together with the Directors’ Report on pages
172 to 175 and the Directors’ Remuneration Report on pages 154 to 157, provides
details of how the Company has applied the principles of the 2018 Code and is
in full compliance with its provision. This report will also show how the Board
has also voluntarily adopted the provisions of the 2024 Code in advance of any
mandatory compliance obligations.
During 2024/25, the Board received regular updates on the UK Corporate
Governance Code 2024 which took effect 1 January 2025. The focus of ongoing
work is the new Provision 29 which takes effect from 1 January 2027. The Board
has reviewed and evaluated plans from the risk management function on the
reporting of the Group’s risk management and internal control framework and
annual review of its effectiveness, including the approach to assurance. Following
completion of such review, an appropriate annual review process will be finalised,
approved and reported on in the Annual Report and Accounts 2026. For more
information see page 94. The Board also notes new Provision 38 which asks
companies to include in the Annual Report from 1 January 2025 a description
of its malus and claw back provisions.
The 2018 and 2024 Codes can be found on the Financial Reporting Council’s
website: www.frc.org.uk.
How we comply with the
UK Corporate Governance Code 2018
More information
on pages
1
Board leadership and Company purpose
A
Effective and entrepreneurial Board that
promotes long-term sustainable success
58 to 65
B
Purpose, strategy, values and culture
36 to 41, 75, 116 to 120,
128, 146 to 147
C
Governance framework and Board resources
116 to 127
D
Stakeholder engagement
60 to 65 and 70 to 93
E
Workforce policies and practices
140
2
Division of responsibilities
F
Board roles
116 to 119
G
Independence
132
H
External commitments and conflicts of interests
117 to 118 and 122 to 124
I
Board efficiency and key activities
114
3
Composition, succession and evaluation
J
Appointments to the Board
122 to 124
K
Board skills, experience and knowledge
122 to 124
L
Annual Board evaluation
120
4
Audit, risk and internal control
M
Financial reporting
138 to 139 and 143
N
External auditors and internal audit
95, 141, 143
O
Fair, balanced and understandable – 2024
Annual Report review
138
P
Internal financial controls
137, 140, 142 and 143
Q
Risk management
96 to 103
5
Remuneration
R
Linking remuneration with purpose and strategy
(please see comments above in regard to
pension contribution rates)
154 to 158
S
Performance outcomes
104 to 105
Board tenure
0-3 years
2
3-6 years
4
6-9 years
2
Board independence
Independent
Appointed
Chair
Alex Thursby
1
Yes
Aug 2017
Executive
John O’Reilly
No
May 2018
Richard Harris
No
May 2022
Non-Executive
Katie McAlister
Yes
April 2021
Chew Seong Aun
2
No
Dec 2020
Lucinda Charles-Jones
Yes
June 2022
Keith Laslop
Yes
Sept 2023
Christian Nothhaft
3
No
Dec 2024
Karen Whitworth
Yes
Nov 2019
1.
Alex Thursby was originally appointed to the Board on 1 August 2017
and became Non-Executive Chair with effect from 17 October 2019.
2.
Chew Seong Aun resigned from the Board on 2 December 2024.
3.
Christian Nothhaft was appointed to the Board on 2 December 2024.
The Rank Group Plc
2025 Annual Report
115
Governance Report
Board Committees
Nominations Committee
Audit Committee
Remuneration
Committee
ESG & Safer Gambling
Committee
Finance & Disclosure
Committee
Recommends
appointments to the
Board.
Oversees succession
planning for Directors
and the process for
succession planning for
the senior management
team.
Ensures that there is an
appropriate mix of skills
and experience on the
Board.
Promotes equality,
diversity and inclusion on
the Board and across the
Group.
Oversees the Group’s
financial reporting
and monitors the
effectiveness of our
internal and external
audit.
Responsible for internal
controls and monitors risk
management including
the identification of
emerging risks.
Responsible for the
relationship with the
external auditor.
Responsible for
establishing a
Remuneration Policy and
setting the remuneration
for the Chair of the Board,
Executive Directors and
senior management.
Oversees remuneration
policies and practices
across the Group.
Responsible for the
alignment of reward,
incentives and culture,
and approves bonus
plans and Long-Term
Incentive Plans for the
Executive Directors and
senior management.
Responsible for
assisting the Company
in the formulation
and monitoring of its
Environmental, Social and
Governance strategy.
Reflective of Rank’s
products and services,
the Committee has
a particular focus on
the Company’s safer
gambling strategy
and policy for the
prevention of gambling
related harm in each
of the jurisdictions and
channels in which it
operates.
Authorised by the Board
to approve capital
expenditure and make
finance decisions for the
Group up to authorised
limits in accordance with
the Group’s delegation of
authority.
Acts as the Board’s
disclosure committee
for the purposes of the
Market Abuse Regulation.
The Chair of Audit
Committee joins
meetings when market
reporting is discussed as
is normal practice.
Read more on pages 130
to 135.
Read more on pages 136
to 143.
Read more on pages 154
to 171.
Read more on pages 144
to 151.
Read more on pages 152
to 153.
How we are governed
Board leadership, Company purpose
and governance structure
Executive Committee and
Senior Management Committees
The Executive Committee manages the day-to-day operations of the
Group’s business within levels of authority delegated by the Board. It
comprises the Chief Executive, Chief Financial Officer, managing directors
for each of Grosvenor Venues, Mecca Venues and Rank International, Chief
People Officer, Chief Information Officer, Group Transformation & Strategy
Director and the Chief Operating Officer.
Two senior management committees, the Risk Committee and the
Compliance Committee, report to the Audit Committee and support it in
ensuring that the appropriate internal controls for risk management are
implemented and monitored. A further committee, the ESG Steering
Committee, comprising senior management from around the Group,
reports to the ESG & Safer Gambling Committee.
For more information about the Company’s approach to risk management,
please see pages 94 to 103.
The Rank Group Plc Board
The Board is ultimately responsible for setting the overall strategy and
the direction, management and performance of the Company. It meets
formally on a regular basis, with additional ad hoc meetings scheduled in
line with business needs. The Directors view their meetings as an important
mechanism through which they discharge their duties, particularly under
s.172 of the Companies Act 2006.
See pages 30 to 35 for more information.
116
The Rank Group Plc
2025 Annual Report
Board purpose
The Board is responsible for the long-term success of the Company and provides leadership within a structure that ensures
effective controls are in place to assess and manage risk. While the Board retains ultimate responsibility for the exercise of
its powers and authorities, there is a formal framework of Committees of the Board to support it in discharging its duties,
as set out on page 116. Each Committee operates under terms of reference approved by the Board, which are reviewed
annually and can be found on the Company’s corporate website, www.rank.com.
Division of responsibilities
Chair and Chief Executive
Rank has established a clear division between the respective responsibilities of the Non-Executive Chair and the Chief
Executive.
The Chair
Responsible for the leadership and effectiveness of the Board, including setting its agenda, overseeing corporate
governance matters and undertaking the evaluation of the Board, its Committees and Directors.
Ensures that the Board as a whole plays a full and constructive part in the development and determination of Rank’s
strategy.
Oversight and development of strategy, its implementation and its subsequent development.
Oversees effective engagement with the Company’s various stakeholders.
Ensures a culture of openness and debate around the Board table.
Sets and manages the Board’s agenda in consultation with Executive Directors and the Company Secretary.
Ensures that Directors receive accurate, timely and clear information and that they are fully informed of relevant matters,
to promote effective and constructive debate and support sound decision-making.
Ensures that adequate time is available for discussion of the principal risks, important matters and key decisions
affecting the Company.
The Chief Executive
Responsible for the day-to-day operation of the business, while being accountable to the Board for all aspects of the
performance and management of the Group. This includes developing business strategies for Board approval and
implementing them in a timely and effective manner while managing risk.
Ensures effective communication with all stakeholders.
Manages the Executive Committee and is responsible for leading and motivating a large workforce of people.
Promotes the strategy, values, ambition and purpose of Rank and conducts the Company’s affairs to the highest
standards of integrity, probity and corporate governance.
Takes responsibility for Group health and safety policies.
Responsible for the ESG strategy and embedding a safer gambling culture across the Group.
Non-Executive Directors and Senior Independent Director
The Non-Executive Directors support the Chair and provide objective and constructive challenge to management. Among
their other duties, they are required to oversee the delivery of the strategy within the risk appetite set by the Board,
scrutinise the performance of management in meeting agreed goals and objectives, monitor the reporting of performance
and ensure compliance with regulatory requirements. The Non-Executive Directors participate in meetings held by the
Chair without the Executive Directors present.
The Senior Independent Director provides a sounding board for the Chair and serves as an intermediary for the Chief
Executive and other Directors when necessary. She leads the process of evaluating the Chair’s performance and is
available to shareholders if they have any concerns that they have been unable to resolve through the normal channels.She
also leads the search and appointment process and makes the recommendation to the Board for a new Chair.
Company Secretary
The Company Secretary makes sure that appropriate and timely information is provided to the Board and its Committees
and is responsible for advising and supporting the Chair and the Board on all governance matters. All Directors have
access to the Company Secretary and may take independent professional advice at the Company’s expense in furtherance
of their duties.
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Governance Report
Conflicts of interest
The Group believes it has effective procedures in place to monitor and deal with any potential conflicts of interest and
ensure that any related-party transactions involving Directors, or their connected parties, are conducted on an arm’s
length basis.
Directors are required to disclose any conflicts of interest immediately as and when they arise throughout the year. In
addition, we undertake a formal process each year when all Directors confirm to the Board details of any other directorships
that they hold. These are assessed by the Nominations Committee, and then the Board. No Director is counted as part of
the quorum in respect of the authorisation of his or her own conflict.
Board re-election
In accordance with the Company’s articles of association and the 2018 Code, all continuing Directors may stand for
re-election at the 2025 Annual General Meeting.
Insurance cover
The Company has arranged insurance cover and indemnifies Directors in respect of legal action against them to the extent
permitted by law. Neither the insurance nor the indemnity applies in situations where a Director has acted fraudulently or
dishonestly.
Board discussions during the year
Board meetings represent the primary forum for strategic decision-making and guidance, monitoring and holding
leadership to account for the effective execution of strategy, and oversight of Group trading and financial performance
and regulatory compliance. They are also an important mechanism through which the Directors discharge their duties,
particularly under Section 172 of the Companies Act 2006. The following table presents a snapshot of some key Board
discussion topics and activities that link strongly with the overall strategy and objectives of the Group and its business.
For more on strategy please see pages 36 to 41.
Topics
Activities
Outcomes
Stakeholder
relations
Communicated regularly with key stakeholders
(senior executives, committee chairs, regulators
and investors.)
Participated in industry groups (including all
Chairs meeting of gambling businesses via the
Betting & Gaming Council (BGC))
Appointed Mr. Christian Nothhaft, the majority
shareholder’s representative, to the Board
Completed venue visits (Mecca and Grosvenor
clubs in Leicester, Manchester and London) and
engaged in venue modernisation and capex
evaluation
Focused on ESG and safer gambling initiatives
Effective and proactive stakeholder relationship management
Engaged in sector-wide issues, especially following the change
in government.
Improved Board representation from the majority shareholder
Return on investment for new gaming machines and design
concepts providing improved understanding of investment
impact and site-specific strategies
Promoted safer gambling, supported by ongoing training and
new technology integration
Strategic
oversight,
funding and
business
performance
Reviewed the Strategic Plan for the Group
Received presentations from the respective
business unit managing directors and senior
management on individual unit plans
Approval of the Strategic Plan following Board input and
challenge.
Approval of business unit plans ensuring enhanced robustness
and alignment with overall Group strategy.
Customer
segmentation
Focused on developing strategies on customer
segmentation
Explored cross-channel initiatives in depth
Regular business updates from operations
and direct engagement with business unit
managing directors
Reviewed and discussed short-term and
medium-term performance plans
Greater customer understanding integrated into Group
strategy
Strengthened strategic foundation for customer segmentation
Improved accountability and clarity on operational
effectiveness
Informed Board decisions on financial forecasts and resource
prioritisation
How we are governed
Board leadership, Company purpose
and governance structure
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2025 Annual Report
Topics
Activities
Outcomes
Technology and
development
Reviewed the technology in use by the business
and those of its competitors
Reviewed capital expenditure for technology
development projects
Enabled examination of the key strengths of the business
Approved capital expenditure for key projects ensuring
alignment with strategic goals.
Enabled tangible delivery of technology upgrades benefitting
customer experience.
Funding
and capital
allocation
Approved an extension to the existing term loan
and revolving credit facility of £100m
Reviewed and approved the Group’s capital
allocation policy
The updated policy maintains a strong balance sheet,
disciplined capital investment in the customer proposition
to maximise the opportunity presented by the land-based
reforms, payment of a progressive dividend, consideration
of inorganic growth opportunities and, in time, consideration
of returning surplus cash to investors.
Oversight of
major capital
projects
Oversaw a number of business reviews on
capital expenditure investment for new
gambling machines, technology and venue
refurbishment.
Received regular updates on the returns on
investments of various projects such as slots
area refurbishments.
Ensured focus on enhancing customer experience through
improved product offering and better venue environments.
The number of venues with new signage in Mecca increased
to 17, with upgraded venues producing returns by way of
increased visits and a strong growth in new members. Further
external signage works are planned for 2025-26, with schemes
typically paying back in under two years.
Risk and reward
Received updates on crisis management
planning and provided feedback.
Considered operational responses to cyber
threats and received regular updates on the
threat landscape.
Reviewed and approved measures on
innovation and product development risk
management through introduction of new
technology.
Gained better understanding of the proposed crisis response
structure and helped shape key aspects of the overall
framework.
Agreed cyber risk appetite and approved risk mitigation
approach.
Encouraged innovation with appropriate oversight, fostering
forward-looking thinking in leveraging technology for stronger
risk control.
Licensing,
regulatory
and legislative
matters
Received regular updates on legislative
progression, regular consultations by the
Gambling Commission. The CEO and Chair
held regular engagement with the Gambling
Commission.
Supported strategies on mitigating impact of various
legislative developments and informed planning to address
regulatory pressures.
Educated officials on certain issues of the sector and
contributed to ensuring reforms are well-timed and
appropriate.
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Governance Report
How we are governed
Board leadership, Company purpose
and governance structure
Rank Group Board Review Disclosure 2025
In line with recognised best practice, Rank undertakes Board reviews on an annual basis to assess Board effectiveness and
to identify areas for improvement. After a competitive tender Rank engaged Lintstock Ltd (“Linstock”) in 2025 to conduct a
review of the performance of the Board and its Committees. Lintstock is an advisory firm that specialises in Board reviews
and has no other connection with the Company or individual Directors.
Board effectiveness and composition
After a focus last year on the Board Committees, the focus this year was on the effectiveness of the Board.
The process commenced with a questionnaire-led evaluation process focused across all Committees and the Board. There
followed a number of Board and Board Committee observations and individual meetings with the directors of the Board.
Lintstock’s performance review was presented to the Board in June and an action plan was agreed which considered
progress made against the findings of the previous year.
Progress made during 2024/25
During the year the Board maintained a strong focus on strategy including longer-term growth initiatives. It also gained
greater customer insight by way of a better understanding of customer segmentation.It oversaw and discussed a number of
key risk aspects including cyber-security and strategic risk and is committed to its on going development in reducing time
spent on operational and short-term performance aspects.
Outcomes from 2024/25 Board effectiveness review
The Review found that the Rank Board provides effective oversight of the business and makes an important contribution to
Rank’s performance as a business. The Board was seen to be highly attuned to key external developments.
Lintstock observed that all Board members participated well in meetings and found the atmosphere conducive to effective
debate. The Board Committees also performed well and a number of recommendations were provided to enhance their
effectiveness.
Agreed actions for 2025/26
The Review identified a number of priorities for the Board, including:
Continuing to achieve an effective balance of focus between ongoing execution and future strategy.
Further enhancing the understanding of key stakeholder groups, including shareholders and customers.
Proactively managing Board succession and the integration of new appointees.
Following the performance review, the Board carried out a review of the Board effectiveness review and the Board was
satisfied that key areas had been identified, analysed and discussed.
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Our Board
Standing, back row, left to right:
John O’Reilly
Chief Executive
Alex Thursby
Non-Executive Chair
Lucinda Charles-Jones
Non-Executive Director
Katie McAlister
Non-Executive Director
Seated, front row, left to right:
Keith Laslop
Non-Executive Director
Richard Harris
Chief Financial Officer
Karen Whitworth
Senior Independent Director
Christian Nothhaft
Non-Executive Director
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Governance Report
Alex Thursby
Non-Executive Chair
Board independence
Independent
Age
65
Ethnicity/Nationality
White/Australian
Gender
Male
Appointment
August 2017
Key strengths:
Broad financial and international
experience, having worked across
multiple product groups in the banking
sector for many years.
Extensive leadership experience, with a
strong understanding of governance and
investor relations.
Previous experience
Alex was a non-executive director at
Barclays Bank Plc from 2018 to 2019. He
was chief executive officer at National
Bank of Abu Dhabi from 2013 to 2016
and a non-executive director at AMMB
Holdings Berhad, a Bursa Malaysia listed
company and part of the AM Bank Group,
from 2008 to 2012. Alex was a member of
the executive committee at Australia and
New Zealand Banking Group (ANZ) for five
years, including CEO of the International
and Institutional Banking Division
(Corporate and Investment bank). Prior
to this, he was with Standard Chartered
Bank for 21 years, where his roles included
global head of wholesale banking, client
relations and head of Northeast Asia.
Key external appointments and commitments
Alex is chair of the Board of Governors at
Giggleswick School.
Committee membership
ESG & Safer Gambling Committee;
Finance & Disclosure Committee (Chair);
Nominations Committee (Chair).
John O’Reilly
Chief Executive
Board independence
Non-independent
Age
65
Ethnicity/Nationality
White/British
Gender
Male
Appointment
May 2018
Key strengths
Significant and extensive experience of
the betting and gaming industry.
Proven business leadership with a
breadth of strategic, commercial
and operational experience. Strong
shareholder understanding.
Previous experience
John was a non-executive director at
William Hill Plc from 2017 to 2018, non-
executive director and chair at Grand
Parade 2015 to 2016 and a non-executive
director and chair of the remuneration
committee at Telecity Group Plc from
2007 to 2016. He was a senior executive
at Gala Coral Group from 2011 to 2015.
Prior to this, at Ladbrokes he held several
senior positions including managing
director of remote betting and gaming,
and subsequently, executive director from
2006 to 2010.
Key external appointments and commitments
John is a non-executive director and
chair of the audit and risk committee at
Weatherbys Limited and a trustee of the
New Bridge Foundation, the prisoner
befriending charity.
Committee membership
ESG & Safer Gambling Committee; Finance
& Disclosure Committee.
Richard Harris
Chief Financial Officer
Board independence
Non-independent
Age
42
Ethnicity/Nationality
White/British
Gender
Male
Appointment
May 2022
Key strengths
Has held CFO and senior finance
roles in a number of consumer-facing
organisations, developing a strong
understanding of corporate finance,
commercial finance, investor relations
and financial reporting.
Extensive operational experience,
particularly in acquisitions, disposals
and business improvement
Previous experience
Richard’s previous roles include Chief
Financial Officer at Foxtons Group Plc from
2019 to 2022, Group Financial Controller
at Laird Plc from 2016 to 2019, and over
11 years at Marks and Spencer plc where
he held a number of senior financial roles.
He is a CIMA qualified management
accountant.
Key external appointments and commitments
None.
Committee membership
Finance & Disclosure Committee.
1.
Alex was originally appointed to the Board on
1 August 2017 and became the Non-Executive
Chair with effect from 17 October 2019.
Our Board
122
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2025 Annual Report
Karen Whitworth
Senior Independent Director
Board independence
Independent
Age
56
Ethnicity/Nationality
White/British
Gender
Female
Appointment
November 2019
Key strengths
Significant strategic, financial and
leadership experience gained through
a number of senior commercial,
operational and governance roles.
Extensive knowledge of consumer-
facing, multi-site retail, and
multi-channel businesses.
Previous experience
Karen has over 20 years of board-level
experience in public and private
organisations. She was previously a non-
executive director and chair of the audit
committee at Pets at Home Plc and was a
supervisory board member and member
of the audit committee at GS1 UK Limited
from 2015 to 2018. Karen spent over ten
years at Sainsbury’s Plc, latterly as director
of non-food grocery and new business.
Prior to joining Sainsbury’s, she was
finance director at online entertainment
business BGS Holdings Limited and
held a number of senior global roles at
Intercontinental
Hotels Group plc. Her early career was
spent at Coopers & Lybrand (now PwC),
where she qualified as a chartered
accountant.
Key external appointments and commitments
Karen is senior independent director
at Tritax Big Box REIT plc and chair of
the audit committee and non-executive
director for Tesco Plc. She is also a director
and Governor of Nuffield Health, a not-for-
profit registered charity.
Committee membership
Audit Committee (Chair); ESG & Safer
Gambling Committee; Nominations
Committee; Remuneration Committee.
Lucinda Charles-Jones
Non-Executive Director
Board independence
Independent
Age
59
Ethnicity/Nationality
White/British
Gender
Female
Appointment
June 2022
Key strengths
Extensive remuneration and people
experience, both UK and internationally.
Experience in strategic development
of social and environmental aspects
of corporate responsibility.
Previous experience
Lucinda has more than 25 years executive-
level experience in human resources
roles. She was Chief People & Corporate
Responsibility of AXA UK and Ireland,
part of the AXA SA Group, from 2015 to
2022 and group HR director for Towergate
Partnership Co Ltd from 2011 to 2014.
Prior to this, Lucinda was group global
HR director for Hays Plc and has also
previously held human resources roles at
RAC PLC, consumer division and Vivendi
SA.
Key external appointments and commitments
Lucinda is a non-executive director on the
board of Virgin Money plc where she also
chairs the remuneration committee and
sits on the audit, risk and governance and
nomination committees. She is also a non-
executive board member for Business in
the Community where she also chairs the
remuneration committee. As of 1 August
2025, she was appointed to the board of
Aon UK Limited where she is a member of
the Audit, Risk &Compliance, Nominations
and Remuneration Committees
and Designated NED for Workforce
Engagement.
Committee membership
Audit Committee; ESG & Safer Gambling
Committee; Nominations Committee;
Remuneration Committee (Chair).
Christian Nothhaft
Non-Executive Director
Board independence
Non-Independent
Age
60
Ethnicity/Nationality
White/German
Gender
Male
Appointment
December 2024
Key strengths
Strategic planning and operational
knowledge.
International and retail experience.
E-commerce platforms.
People management.
Previous experience
Chief Executive Officer of Watsons
Personal Care Stores and managing
director of Watsons Wine and Fortress
Hong Kong. He was also the regional
managing director of Movenpick
(Asia Restaurants Group). Christian has
also been Interim Chair of Mead Johnson
Greater China.
Key external appointments and commitments
Chief Executive Officer and Executive
Director of Guoco Group Limited; non-
executive director of Lam Soon (Hong
Kong) Limited, a subsidiary of the Hong
Leong Group listed on The Stock Exchange
of Hong Kong Limited and non-executive
director of DFI Retail Group Holdings
Limited, listed on the London Stock
Exchange.
Committee membership
None.
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Governance Report
Katie McAlister
Non-Executive Director
Board independence
Independent
Age
49
Ethnicity/Nationality
White/British
Gender
Female
Appointment
April 2021
Key strengths
Extensive digital and marketing
experience, both UK and internationally.
Responsible for several digital
transformation and business change
programmes and a strong interest in
Environmental, Social and Governance
(‘ESG’) initiatives.
Previous experience
Katie joined TUI in 1998 in the commercial
area of TUI UK and Ireland with roles in
trading, product, and destination services.
She was chief marketing officer for TUI
Northern Region (UK, Ireland and Nordic)
until her more recent move to Cunard,
belonging to the Carnival Plc group.
Key external appointments and commitments
Katie is President of Cunard, part of the
Carnival plc group.
Committee membership
Audit Committee; ESG & Safer Gambling
Committee (Chair); Remuneration
Committee.
Keith Laslop
Non-Executive Director
Board independence
Independent
Age
53
Ethnicity/Nationality
Mixed/British
Gender
Male
Appointment
September 2023
Key strengths
Significant and extensive experience of
the gaming industry.
Formation of a new business and rapid
business growth.
Acquisitions and disposals.
Qualified Chartered Accountant
and Chartered Financial Analyst
charterholder.
Previous experience
Keith brings a breadth of corporate
financial experience from the gaming
industry, having most recently been chief
financial officer at Gamesys Group Plc
(Gamesys). Keith co-founded Intertain
Group in 2013, which following completion
of five acquisitions, became one of the 200
largest public companies in the UK (as
Gamesys) and was subsequently acquired
by Bally’s Corporation in 2021. He
previously served as a Principal of a family
office, the President of the world’s largest
distributed denial-of-service mitigation
provider (Prolexic Technologies) and the
CFO and Business Development Director
at London-based video gaming software
developer (Elixir Studios).
Key external appointments and commitments
None.
Committee membership
Audit Committee.
Brian McLelland
Company Secretary
Appointment
May 2024
Previous experience
Brian joined Rank in March 2024 and was
appointed Interim Company Secretary
in May 2024. He has over 25 years of
company secretarial experience and is a
qualified solicitor. He has held positions
as Group Company Secretary at PayPoint
Plc and Ferrexpo Plc and has been Deputy
Company Secretary at Millennium Hotels.
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2025 Annual Report
Attendance at Board and Committee meetings
Board
Nominations
Audit
ESG & Safer
Gambling
Finance &
Disclosure
Remuneration
Alex Thursby
1
8/8
(Chair) 5/5
-
3/4
(Chair) 12/12
-
John O’Reilly
8/8
-
-
4/4
12/12
-
Richard Harris
2
8/8
-
-
-
11/12
-
Karen
Whitworth
3
8/8
4/5
(Chair) 3/4
3/4
4/4
4/4
Keith Laslop
8/8
-
4/4
-
-
-
Katie McAlister
4
7/8
-
4/4
(Chair) 4/4
-
4/4
Lucinda Charles-Jones
8/8
5/5
4/4
4/4
-
(Chair) 4/4
Christian Nothhaft
5
4/4
-
-
-
-
-
Chew Seong Aun
6
4/4
-
-
-
-
-
1.
Alex Thursby was unwell and unable to attend one meeting of the ESG Committee.
2.
Richard Harris was unable to attend one meeting of the Finance & Disclosure
Committee due to personal reasons.
3.
Karen Whitworth attends the four disclosure meetings of the Finance & Disclosure
Committee annually. She was unwell and unable to attend one meeting for each of
the Audit, ESG and Nominations Committees.
4.
Due to a conflict in her diary, Katie McAlister was unable to attend one meeting of
the Board.
5. Christian Nothhaft was appointed to the Board in December 2024.
6. Chew Seong Aun retired from the Board in December 2024.
In addition to the scheduled meetings, the Board held a
further two meetings during the year to discuss financial
performance. Board members also considered a number of
key matters outside of these meetings as they arose.
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Governance Report
John O’Reilly
Chief Executive
John joined Rank in May 2018, as Chief
Executive. John has 30 years’ experience in
the betting and gaming sector. He was the
senior executive at Gala Coral Group from
August 2011 to April 2015. John also spent
19 years at Ladbrokes (1991-2010), where
he launched and grew the digital business
and oversaw areas like marketing, property
and trading.
Andy Crump
Mecca Venues
Managing Director
Andy joined Rank in May 2022. Prior
to Rank, Andy worked at Marks and
Spencer Plc and was Head of Hospitality
Operations. Before this he was a member
of the operating Board at Punch Taverns
Plc and served as a Divisional Director for
their managed pubs division.
Mark Harper
Grosvenor Venues
Managing Director
Mark joined Rank in August 2023 from
Pears Partnership Capital. He was the
Operating Partner responsible for
managing the leisure and hospitality
investment portfolio. Prior to this, Mark
spent 15 years with Bourne Leisure Group
as Managing Director of Haven Holiday
Parks, where he led the successful growth
and transformation of the UK’s largest
holiday park business.
Enric Monton
Rank International
Managing Director
Enric joined Rank in May 2022, bringing
over 20 years of experience in the
gambling and sports betting industry
spanning both digital and land-based
sectors, with a particular emphasis on
online markets and Latin Amercia. Prior to
joining Rank, Enric served as Managing
Director for Latin America at Sportium, the
digital and sports betting division of the
global gaming company Cirsa. During his
tenure at Cirsa he held several senior roles,
including CFO and Business Development
Director. He also has entrepreneurial
experience in the digital gambling
industry.
Richard Harris
Chief Financial Officer
Richard joined Rank in May 2022 as
Chief Financial Officer. He has extensive
experience in corporate finance, divisional
and commercial financial roles, investor
relations and financial reporting. Before
Rank, Richard was the Chief Financial
Officer at Foxtons Group Plc, London’s
leading estate agency.
Hazel Boyle
Chief People Officer
Hazel joined Rank in September
2022 as Chief People Officer. She has
comprehensive People and Culture
experience, having led business growth,
turnaround and transformation initiatives
in high profile organisations. Before Rank,
Hazel held similar positions at Future Plc,
ITV Plc, M&G Plc, STV Group and ITN.
Our Executive Committee
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2025 Annual Report
Jonathan Plumb
Chief Information Officer
Jonathan joined Rank in October 2018
bringing extensive experience from
the betting and gaming sectors. Before
becoming CIO, Jonathan served as Rank’s
Technology Delivery Director, where he
successfully led change initiatives across
the company’s technology platforms.
Sarah Powell
Director of ESG and Treasury
Sarah joined Rank in January 2009. Prior
to Rank Sarah worked a 12-year tenure at
KPMG where she operated in the corporate
tax practice. She has held several roles at
Rank and is currently leading the Group’s
ESG programme, as well as overseeing the
treasury function.
Emma Morning
Group Transformation
Strategy Director
Emma joined Rank in October 2019. She
was appointed Group Transformation
Strategy Director in January 2022.
Emma previously worked at KPMG
and has over 20 years of experience in
strategy, turnaround and organisational
development roles.
Jon Martin
Chief Operating Officer
Jon joined Rank in January 2019 as
Interactive Finance and Strategic Director.
He was appointed Managing Director
of Rank International in December
2020. Subsequently on 1 July 2023, Jon
expanded his responsibilities to a broader
Group role as Chief Operating Officer.
Prior to Rank Jon was a Commercial
and Strategic Business Partner at
William Hill Plc.
For more information on our
Executive Committee please
visit our website.
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Governance Report
Our culture and workforce
engagement
Bringing our culture to life through Work. Win.
Grow.
Our colleagues are central to Rank’s long-term, sustainable
success.
The Board receives regular updates from both the Chief
People Officer and the designated Non-Executive Director
for Workforce Engagement. These updates offer valuable
insights into workforce trends and help ensure the Board
has a well-rounded understanding of the colleague
experience at Rank. For more on colleague engagement,
see pages 61 to 62.
Our People & Culture Plan (the ‘People Plan’) continues
to drive improvements across the colleague experience,
reinforcing our ongoing commitment to equality, diversity
and inclusion. We have made strong progress in enhancing
our colleague data and analytics through the development
of our HR dashboard which enables us to better track
against the Plan using data insights. We’ve made strong
progress through the launch and ongoing enhancement to
our colleague data and analytics through the development
and roll out of our HR dashboard, which enables us to
better track progress against the Plan using data-led
insights.
Over the past year, we have focused on preparing for
the employment law reforms introduced by the new
Government. The changes, many of which came into effect
in April 2025, have a significant impact on how we employ,
manage, and reward our workforce.
We have taken proactive steps to ensure compliance
while working to minimise any disruption to colleague
engagement.
The People & Culture team, through the Plan, is committed
to bringing our Work Win Grow principles to life to help
strengthen our culture. Key areas include:
embedding a continuous learning environment that
empowers every colleague to reach their full potential;
ensuring inclusion is at the heart of every decision and
action we take;
making listening and feedback central to how we
understand the colleague experience at Rank; and
delivering on our engagement strategy to ensure
colleagues’ voices are heard, with regular opportunities
to share their views throughout the year.
In support of our strategic KPIs, the Plan sets out how the
team will define and deliver success – a success where:
we attract and retain the best talent from around the world;
we can develop and grow our colleagues from within;
we continually engage, give and receive feedback;
we drive a unified culture of inclusivity and, as a
responsible business, encourage diversity of thought and
promote good health and wellbeing for all; and
we create environments which enable all colleagues to
do great work for our customers.
With a strong relationship between the Chief People Officer
and the designated Non-Executive Director for Workforce
Engagement, alongside her role as Remuneration
Committee Chair, the Board is pleased with the progress
made this year. This progress is enhancing the colleague
experience through the delivery of the People & Culture
Plan, supporting medium-term growth, improving overall
customer experience, particularly in our venues where
we see positive steps forward in our customer NPS, and
contributing to the achievement of our longer-term vision.
Workforce engagement
Positioning ourselves as a desired employer is crucial
to attracting and retaining top talent. To maintain
strong relationships with our existing workforce, we
have strengthened our Group-wide listening strategy by
introducing more structured and accessible opportunities
for colleagues to share their views, to be heard, and for the
organisation to learn from its workforce.
While we operate under a unified Group strategy, each of
our brands has developed localised approaches to meet
their specific business needs. This has included the
introduction of Grosvenor’s bi-monthly town halls, Enracha
and YoBrands’ bi-annual business updates, and regional
listening sessions in the Mecca business – giving General
Managers a direct voice with senior leaders, beyond
existing channels. This year, the interactive leadership
team introduced in-person strategy sessions with teams
across their global locations to help colleagues better
understand the interactive business strategy, and their role
in delivering it. This initiative was born out of our ‘You
Said, We Did’ commitment, following feedback within the
November 2024 employee opinion survey
Across our office locations, new local “Ask Me Anything”
sessions have empowered leadership teams to respond to
feedback directly or to escalate unresolved issues to the
Group-wide Employee Voice sessions. These initiatives
ensure that ideas, concerns, and feedback are captured
in real time, enabling us to take meaningful action that
enhances the overall colleague experience.
A key part of our listening strategy is a formalised
programme of bi-annual workforce engagement sessions,
hosted by our Non-Executive Director for Workforce
Engagement, Lucinda Charles-Jones. In addition,
Chief People Officer, Hazel Boyle, and Director of
Communications and Engagement, Serina Donkin, hold
regular listening sessions throughout the year, reporting
insights back to the relevant leadership teams and People
Directors to drive continuous improvement.
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During the year we appointed
and onboarded a new member of
the Board and continued actions
concerning succession planning
and development. We also oversaw
senior talent diversity and inclusion
progression across the Group.
Alex Thursby,
Chair of the Nominations Committee
Key activities during the year
Reviewed succession plans
for the Chair and Chief
Executive.
Reviewed talent and
succession plans for senior
management.
Considered how to develop
and further enhance
the effectiveness of the
Executive Committee.
Oversaw and reviewed the
training provided to the
Board collectively and to
Board members individually.
Assessed the
appropriateness, quality
and effectiveness of the
training provided to the
Board.
Reviewed training and
personal development
plans for senior
management including
individual professional
development programmes
and complementary
coaching.
Reviewed and considered
the Board and Board
Committee effectiveness
drawing up a plan of action
to deliver against areas of
focus.
Reviewed the structure, size
and composition of the
Board and its Committees
and the Executive
Committee.
Kept under review the
number of external
appointments and
significant commitments
held by each Director of
the Board to ensure that
they allocate sufficient
commitment to their role.
Considered the
appointment/election,
and re-appointment /
re-election of each Non-
Executive Director (including
the Chair) having given due
regard to their performance
and ability to continue to
contribute to the Board and
the Company’s long-term
sustainable success.
Continued to monitor
initiatives under the Equality,
Diversity and Inclusion
Strategy including for
succession to the Executive
Committee and to Senior
Management roles.
The formal terms of reference
of the Committee are available
at www.rank.com or by written request
to the Company Secretary who acts as
secretary to the Committee. The terms
of reference were reviewed by the Board
on 14 August 2024.
Nominations Committee Report
Committee membership and meeting attendance
For Committee membership and attendance please see
Attendance at Board and Committee Meetings table on
page 125.
Role and responsibilities
The Committee leads
the process for Board
appointments, ensures
plans are in place for
orderly succession to
the Board, the Executive
Committee and other senior
management positions, and
oversees the development
of a diverse talent pipeline
for succession.
Regularly reviews and
refreshes the Board’s
composition, taking into
account the length of
service of the Board as a
whole, to ensure it remains
effective and operates in
the best interests of our
shareholders.
Works and liaises with
other Board Committees
as appropriate, including
with the Remuneration
Committee with respect to
any remuneration package
to be offered to new
appointees to the Board.
Regularly reviews the
skillset of the Board and
the strategy of the business
to ensure that the skills
of Board members are
relevant and appropriate
for the future.
Monitor the Board
evaluation process.
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Non-Executive Director induction and Board
changes
All new Board members receive an induction following their
appointment, which is led by the Company Secretary and
comprises both a general and personalised programme. The
general induction includes their duties and responsibilities
as a director of a listed company, while the personalised
induction is devised and tailored to each new director’s
background, experience and role. During the year, Christian
Nothhaft was appointed to the Board on 2 December 2024.
Christian received an induction programme tailored to his
individual requirements.
Executive Committee changes
The Board reviewed the composition of the Executive
Committee during the year and was satisfied with its
composition.
Dear Shareholders,
I am pleased to present the Nominations
Committee Report covering the work of the
Committee during the 2024/25 financial year.
Again, it was a busy year, with the addition of a
new Board member and further strengthening
and maturing of our Executive Committee and
senior management who have delivered strong
contributions in this financial year. We have
continued to focus on the important areas
of succession planning for our senior
management and our Equality, Diversity
and Inclusion Strategy.
Board composition and diversity
The Board sets the tone for inclusion and diversity
across the business. One of the main objectives of the
Nominations Committee in considering the appointment
of new directors to the Board to ensure that successful
candidates are of the highest calibre and demonstrate
the best possible combination of skills and experience.
In 2024/25, in line with the requirements of the 2018 UK
Corporate Governance Code, and because of director
changes, we reviewed the Board’s composition and skills
matrix.
In accordance with UKLR 9.8.6(R)(9)(a), the Company is
required to report on compliance with diversity targets
relating to gender and ethnic representation at Board level.
As at the date of this report, the Company is not currently
in full compliance with these targets – specifically (i) at
least 40% of female representation on the Board and (iii)
at least one individual on its board from a minority ethnic
background. It is noted that the Board complies with UKLR
9.8.6(R)(9)(a)(ii) in that the Senior Independent Director is
female. Data on these targets in the required standardised
form can be found on page 133.
The percentage of female directors stands at 37.5% (3/8
directors are female). The Committee acknowledges that
the Company does not currently meet the FTSE Women
Leaders Review target of having at least 40% female
representation on the Board although three out of five
independent Non-Executive Directors are female and are
committee chairs.
Following the retirement of Chew Seong Un as Group Chief
Financial Officer of Guoco Group Limited on 15 May 2024
and his retirement from the Board on 2 December 2024,
we welcomed Christian Nothhaft as a non-independent
non-executive director on 2 December 2024 following a
comprehensive process.
In addition to being the majority shareholder, Guoco’s
nominated representative, Christian Nothhaft brings
considerable board, management, hospitality and leisure
and international experience to our Board. Christian lives
and works in Asia.
The Committee was of the view that it should appoint
the best candidate on merit, regardless of gender and
ethnicity, as this was in the best interests of the company
and its customers. The Committee remains committed
to appointing further women and ethnically diverse
Non-Executive Directors on merit. The Board decided
it would not increase its size currently in order to comply
with gender and ethnic diversity but shall keep this
under review.
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Additionally, the Chairs of the Audit, Remuneration and
ESG-SG Committees are women and during the year
it nominated the Senior Independent Director for The
Sunday Times 2025 Non-Executive Director Awards.
The Committee was pleased that Karen Whitworth
was short-listed in the category of FTSE All-Share.
We reviewed the composition and chair-ship of the
Board’s Committees during the year and have concluded
that they are operating satisfactorily and do not require
enhancement.In the future where on merit we can increase
gender and ethnic diversity in the boardroom, we shall
do so.
Time commitment
The Committee considered the other significant
commitments of our Non-Executive Directors and was
satisfied that each Director has sufficient time to
discharge their responsibilities effectively.
Outside of the Board, we considered the composition of the
Executive Committee during the year. I can confirm that the
Committee is satisfied that the Board, its Committees and
the Executive Committee are appropriately composed.
Independence
In line with the requirements of the Code, the Committee
assessed the independence of all Non-Executive Directors.
Following this review, all were deemed independent except
for Christian Nothhaft, who is the representative of the
majority shareholder. The independent Non-Executive
Directors continue to provide objective oversight and
constructively challenge management.
Copies of the Executive Directors’ service agreements and
the Non-Executive Directors’ letters of appointment are
available for inspection at the Company’s registered office
and will also be accessible at the 2025 Annual General
Meeting.
Learning, education and continuous
development
We regularly consider training requirements for the Board
with a view to enhancing knowledge and skillsets and to
ensure appropriate account is taken of changing business
circumstances.
Directors are invited to identify to the Company Secretary
any additional information, skills and knowledge
enhancements that they require. Following feedback from
the Board evaluation in 2024, the Board continued with its
programme of bespoke training for individual directors.
This has involved personal development with the support
of an external leadership consultancy. Non-Executive
Directors have been provided with tailored training on an
individual basis by subject matter experts from the Board
and the Deloitte Academy.
The Board collectively received training on the changes to
the UK Listing Rule and the Corporate Governance Code
during the year as well as updates on cyber and AI risks,
crisis management, the failure to prevent fraud offence
(Economic Crime and Corporate Transparency Act 2023)
and Code Provision 29 developments. The Board were also
appraised of key legislative changes and developments that
affected the Group such as the UK Government’s Gambling
Act Review and ongoing legislative consultations.
For more information, please see Legislative Change, Industry
Associations and Accreditations and Safer Gambling in the
2025 Sustainability Report which includes employee training
on safe gambling including GamCare initiatives.
Nominations Committee Report
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Succession planning
The Committee considers succession planning at the
Board level and has plans in place for the roles of the Chief
Executive Officer, the Chief Financial Officer and the Chair
and this is kept under review and refreshed bi-annually.
The Board reviews annually the tenures of other Board
members and renews contracts as appropriate.
The Committee reviews the skillset of the Board and
the strategy of the business to ensure the skills are
relevant and appropriate for the future. It also considers
opportunities for Board committee members to develop
into chairing a board committee.
As part of our six-monthly talent reviews, we capture our
succession plans for executives and senior managers at the
Executive Committee and below, ensuring we have plans in
place to continue to develop a robust and diverse pipeline
of talent and the Board and Committee review these
regularly during the year to keep them up to date.
During the year the Committee was able to analyse broad
based diversity data and to question management on how
the business was seeking to improve diversity in specific
areas, including how we continue to improve our ethnicity
of managers at a senior level.
The Committee reviewed further examples of succession
planning and diversity in action in the promotion of senior
management.
The Committee also reviewed how the business was
seeking to improve diversity by way of undertaking
hiring manager training across venues which includes
unconscious bias and ED&I training and this education
piece has also been included into a central learning offer.
Growing and developing leadership was reviewed during
the year. Development needs for the senior management
population were analysed. The Committee learned of
various leadership and personal development programmes
more of which can be seen at page 75 of the Sustainability
Report) and was able to challenge certain managing
directors of business units on plans to improve gender
diversity at the senior management level.
Equality, diversity and inclusion at all levels to
help drive growth
We recognise that to be a successful Company and to
achieve our strategic goals, Rank must be both inclusive
and diverse. This must be reflected throughout the
organisation, including the Board.
Until December 2024 we had one director from an ethnic
minority background, and we have at least one senior
board position, the Senior Independent Director, held by
a woman. In addition, all of our Board Committee Chair
positions are held by women.
2025
2024
2023
Board
Male
5
5
4
Female
3
3
3
Male %
62.50
62.50
57.17
Female %
37.50
37.50
42.86
Executive
Male
7
7
7
Female
3
3
4
Male %
70.00
70.00
63.64
Female %
30.00
30.00
36.36
Senior management*
Male
52
40
40
Female
25
21
23
Male %
67.53
65.57
63.49
Female %
32.47
34.43
36.51
Overall Group
Male
4294
4075
3862
Female
3482
3494
3384
Male %
55.2
53.84
53.30
Female %
44.8
46.16
46.70
* Senior Management for 2025 is calculated as the Exec plus the M1 & M3 direct
reports to the Exec, business unit Managing Directors and the Subsidiary Directors
irrespective of grade and reporting lines.
Women in senior roles will continue to be a focus in the
year ahead, and ensuring we have a diverse pipeline of
talent to support our future strategy remains important.
Business unit managing directors now report monthly
on diversity performance and discussions on adopting
mandatory targets have occurred.
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Nominations Committee Report
Focus on equality, diversity and inclusion (‘ED&I’)
Plans
The business develops six-monthly plans for ED&I on a
biannual basis.
During 2025 and into 2026, our activities are to be more
focused on creating and implementing lasting change
throughout the business. This means more work on
creating sustainable change, including continuing to
enhance our policies, processes, recruitment practices
and working environments in addition to continuing
to strengthen our education and development support
available to all colleagues on why having a diverse and
inclusive workplace is good for business.
Several events were held across the business during the
past six months including celebrations for Chinese New
Year, Easter, Eid and Ugadi; promoting inclusion through
mental health awareness events; and increased equality
awareness for International Women’s Day, among others.
For more please see equality, diversity and inclusion in the
Sustainability Report 2024/25.
Board internal evaluation
During the year, I held one-to-one meetings with all Non-
Executive Directors to discuss their performance, drawing
on the results of the external evaluation exercise and to
identify whether they continue to contribute effectively
to the Board and demonstrate commitment to their role.
I also met with and evaluated the performance of the
Chief Executive using feedback from the exercise. To
evaluate my performance as Chair of the Board and of
this Committee, the Senior Independent Director drew on
this external evaluation exercise as well as feedback from
separate discussions she held with the Non-Executive
Directors, Executive Directors and the Company Secretary,
and discussed the results with me.
Board effectiveness review
In accordance with the Code, the Company conducts
an annual evaluation of Board and Board Committee
performance, in which every Director engages and which
is facilitated by an independent third party at least once
every three years.
This year, an external review of the performance of the
Board and its Committees was facilitated by Lintstock
Limited. The Committee oversaw the evaluation process
in the selection of the external provider.
Read more about the outcomes of this Board performance
review on page 120.
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It is incumbent on the Board to ensure that a formal and
rigorous review of the effectiveness of the Committee is
conducted each year.
As part of the process, the Committee review concluded
that the Nominations Committee operates increasingly
effectively and focuses on the right areas.
The review took into account 12 metrics which were
benchmarked against performance in 2024-25. These
included Committee composition, succession and
development plans, meeting management and the quality
of the appointment processes.
The Committee’s substantial progress against last year’s
actions are set out below along with the focus for 2025/26.
We agreed that our focus for the year ahead should be as
follows:
Committee effectiveness review
Focus areas for 2025/26
Board succession
There will be several forthcoming retirements in the medium
term (1-3 years+) and the Committee shall map out the plans
and skills on the Board to ensure a smooth transition.
Chair succession
There is a plan to execute Chair succession. It is
recognised that one of the priorities for any incoming
Chair will be to establish a constructive relationship with
the majority shareholder.
Executive succession
Good progress has been made over the last two years in
upgrading talent which has been a major contributor to
Rank’s improved performance. There is an accepted need
to continue to focus on strengthening the depth of the
Executive Committee, senior management team and other
key roles.
Progress made during 2024/25
Agreed action
Continuing the development work with the Executive
Committee and senior management team to ensure we
have a progressive pipeline of talent with particular focus
on succession for executive director roles and key senior
managers.
Progress made during 2024/25
The Committee received reports on the pipeline of talent
as well as development work with the Executive Committee
and senior management team.
The Committee was able to understand where more
immediate succession plans existed and where there was
further work to do, and what actions were being taken to
develop potential successors.
The development work with the Executive Committee and
senior managers included location visits to understand
changes to the landscape and competitive advantages,
executive coaching and mentoring as well as bespoke
training and development opportunities.
Work continues to properly identify the critical roles and
how management ensures it builds succession plans to
mitigate any future risks of departure. This includes the
build of a strategic workforce plan and retention strategies
to Build, Buy and Borrow talent to support the Group’s
talent pipeline.
Agreed action
Further embedding our leadership framework across
Rank including making further improvements to our
performance and potential process.
Progress made during 2024/25
Leadership programmes such as Shine, a career development
programme designed to help women gain clarity on their
career paths, continue to develop. There is also Future
GMs at Grosvenor and Emerging Leaders programmes
at Mecca. Our Mauritius operation saw the launch of its
pilot Management Essentials programme to great success.
Magnify your game – training for managers in Mecca has also
provided key performance and delivery focus for key leaders.
Grosvenor has invested in further leadership support of the
Regional Operations Directors through a programme run this
year with Ahamo, a specialist leadership training provider.
Agreed action
Continuing to focus on gender equality at a senior level to
encourage and promote more senior women or those who
identify as women into positions of seniority, including
the continuation of our global mentoring scheme and our
rollout of our senior leadership programme Shine, which
focuses on helping women build confidence and clarity in
their career progression.
Progress made during 2024/25
Business unit managing directors have been given
targets for female managers and tasked to create action
plans to improve gender equality at a senior level in their
businesses. They report on progress made to the Executive
Committee and provide updates and initiatives to the
ESG-SG Committee which is able to challenge the pace and
progression of change, the level of ambition expressed and
the strategic approach.
I look forward to meeting shareholders at the forthcoming
Annual General Meeting in October, when I will be happy
to answer any questions on this report.
Alex Thursby
Chair
Nominations Committee evaluation
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Audit Committee Report
The Committee provides
independent challenge and oversight
of the Group’s risk management
systems, internal control processes
and financial reporting.
Karen Whitworth
Chair of the Audit Committee
The formal terms of reference
of the Committee are available at
www. rank.com or by written request
to the Company Secretary who acts
as secretary to the Committee. The
terms of reference were reviewed by
the Board on 14 August 2024.
Committee membership and meeting attendance
For Committee membership and attendance please see
Attendance at Board and Committee Meetings table on page 125.
At least two of the Committee members have significant,
relevant and recent financial experience with both the Audit
Committee Chair and another member being chartered
accountants. The Committee has significant gaming sector
experience and understands the key accounting and control
matters faced by businesses in our sector.
Other regularly attendees at the Committee meetings include
the CFO, the Group Finance Director, the Director of Risk
Management and Internal Audit, the Group General Counsel,
the Director of Compliance and Responsible Gambling and the
external audit partner.
Role and responsibilities
The role of the Committee
is primarily to support the
Board in fulfilling its corporate
governance obligations
so far as they relate to the
effectiveness of the Group’s
risk management systems,
internal control processes
and financial reporting.
Its key responsibilities include:
Reviewing and challenging
key accounting judgements,
policy changes and narrative
disclosures within the financial
statements.
Reviewing assessments of
going concern, longer term
prospects and the distributable
reserves position prior to
declaration of a dividend.
Reviewing and assessing
the effectiveness of internal
control systems, including
financial and operational
controls, in addition to
the framework for risk
management.
Performing a robust
assessment of the Company’s
risk management processes,
including the identification
and mitigation of principal
and emerging risks.
Review of risk appetite
framework.
Reviewing the internal
audit programme and any
significant findings, as well
as the effectiveness and
independence of the Internal
Audit function.
Considers reports from
the external auditor and
management’s response to
their recommendations. It
assesses the quality of the
external auditor, considers
their appointment, terms
of engagement and their
remuneration. It monitors the
independence of the auditor
and the provision of non-
audit services.
Key activities during the year
Considered and assessed
all accounting judgements
made in the preparation of
the financial statements. In
the year, these judgements
included asset impairment
reviews, ongoing assessment
of the Group’s property
dilapidations provisions and
the appropriate classification
of adjusting items
Continued to assess and
monitor the principal and
emerging risks for the Group.
Considered the Group’s
appetite to risk including
review of risk appetite
statements, critical risk events
and controls in place to
mitigate the principal risks.
Assessed the Group’s
implementation of
improvements to its financial
control framework, which
formally documents the
Group’s financial control
processes, risks and controls.
Considered reports relating to
whistleblowing, compliance,
money laundering, health and
safety, food safety and data
protection.
Considered the increasing
sophistication and complexity
of cyber-attacks and the
defences the Group has in
place to mitigate the impact
of these attacks.
Considered the impact of
the Corporate Governance
Code 2024 on future reporting
and disclosure obligations,
particularly the impact to the
internal control attestations
under Provision 29 of the Code
in 2026.
Carried out more detailed
deep dives on principal risks
in preparation of the Board’s
assurance statement under
Provision 29.
Assessed the Group’s
reporting against the Task
Force on Climate-related
Financial Disclosures (‘TCFD’)
and considered the impact
of climate-related matters on
the key financial judgements,
concluding they had
immaterial impact at
30 June 2025.
Considered aspects of double
materiality and reviewed
changes to the Corporate
Sustainability Reporting
Directive (‘CSRD’) reporting
requirements.
Considered the assurance of
ESG KPIs used for the purposes
of assessing remuneration
outcomes.
Reviewed and approved
the Group’s tax strategy
and considered tax matters
generally.
Reviewed and approved non-
audit services performed by
external auditors, including
associated fees.
Reviewed and discussed the
external audit plan for the
half-year and full-year.
Reviewed the Group’s access
to credit facilities and its
ability to meet banking
covenants.
Reviewed financial forecasts
and funding requirements
ahead of the extension of
bank facilities.
Reviewed management’s
response to the auditor’s
management letter.
Considered and approved the
entities proposed to receive
audit exemptions.
Carried out the Committee
evaluation review, discussed
key findings and agreed
critical actions.
Held regular private sessions
with internal and external
auditors to promote open
dialogue and feedback.
The Chair of the Audit
Committee met regularly
with the Director of Risk
Management and Internal
Audit.
Agreed the annual workplan
for the Committee.
Met regularly with
management to further
understand business
operations. The Chair of
the Audit Committee, CFO
and external audit partner
visited Mauritius to discuss
key operating activities and
control environment.
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Dear Shareholders,
I am pleased to present the Audit Committee
Report for the 2024/25 financial year. The
Committee has continued to carry out a key
role within the Group’s governance framework,
supporting the Board in monitoring and
reviewing the systems for risk management,
internal control and financial reporting.
Key activities
During the year the Committee’s core duties remained
largely unchanged and the regular focus on financial
reporting, risk management and internal controls remained
in place. Following review of the experience and skillset
of the Board in June 2024, the Committee is satisfied
that the members of Committee have the relevant skills,
knowledge and experience to allow the Committee to meet
its responsibilities under the Code.
Key matters that formed Committee discussions during
the year included the key accounting judgements made
in the preparation of the financial statements and the
identification and management of the Group’s principal
and emerging risks. The Committee also reviewed the
Group’s liquidity requirements and the various regulatory
and disclosure requirements that will impact the business.
There was a particular focus on the Group’s preparation of
corporate governance reforms under Principle 29 which
come into effect for financial years commencing from
January 2026.
We received regular updates from the Risk Committee and
considered and assessed the principal risks to the Group,
both existing and emerging. This included a review of
risk appetite statements, critical risk events and controls
in place to mitigate the principal risks. Following the
assessment of the principal risks as reported last year,
the Committee concluded the risks remain unchanged.
However, it was also agreed that some of the principal
risk trends had evolved and developed over the year,
particularly in relation to cyber security, where the inherent
risk level has increased. We received a regular update on
information security which set out the cyber-security threat
landscape and the actions that were taken to strengthen
controls in a fast-changing environment. The Committee
considered the comprehensive audits undertaken, the
additional security monitoring and enhancements made
to security reporting tools.Discussion focused on the
appropriateness of the enhanced security scanning
processes and new vulnerability management tools.
The Committee also carried out an overview of the
business’s crisis management process and suggested
amendments.
The Committee reviewed management’s assessment of the
going concern assumption and the viability statement.
The Committee reviewed management’s impairment
assessment and is satisfied that the carrying value of assets
is appropriate at 30 June 2025.
We also reviewed the nature of the separately disclosed
items, with reference to the Group’s accounting policy, and
concluded the classification and disclosure of the items was
appropriate and the policy had been consistently applied
across financial years.
The Committee also assessed the financial controls
framework, including management’s actions to further
enhance financial control processes, including associated
risks and mitigating controls. More information can be
found below, under the Internal Controls section of this
report.
The TCFD disclosures (see pages 77 to 85) that form part
of the Annual Report and Accounts 2025 were assessed
and reviewed to ensure there was appropriate oversight of
climate-related considerations, aligned with Group strategy
and accounting processes.
We received and discussed fraud and whistleblowing
reports. We considered whether the appropriate processes
and levels of accountability were in place to effectively
manage the associated fraud risks and concluded that
they were operating well. A report on the Economic Crime
and Corporate Transparency Act 2023 was provided,
which highlighted actions taken by management on risk
assessment and risk mitigation.
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Audit Committee Report
Key judgements and financial reporting matters
The Committee assesses and challenges whether suitable
accounting policies have been adopted and whether
management has made appropriate estimates and
judgements. Key accounting judgements considered,
conclusions reached and their financial impacts during
the year under review are set out in the table on page
139. We discussed the key audit matters with the external
auditor during the year and the areas of focus, as described
in the independent auditor’s report on pages 180 to 191.
Going concern and viability statement
The Directors must determine that the business is a going
concern for the period up to 31 August 2026 from the
date of signing the accounts. Furthermore, the Directors
are required to make a statement in the Annual Report as
to the longer-term viability of the Group. This involves a
detailed review of the Group’s future cash flow projections,
the downside scenarios and reverse stress test scenarios
to ensure there was appropriate liquidity and covenant
headroom.
The Committee reviewed management’s assessment of
the going concern assumption and the viability statement.
Consideration was given to the maturity profile of the
Group’s clubbed bank facilities, and the Committee took
time to understand and challenge, where necessary,
significant judgements, modelling assumptions and
commercial factors that could impact liquidity.
We also evaluated management’s work in conducting a
robust assessment of the Group’s longer-term viability,
affirmed the reasonableness of the assumptions and
considered whether a viability period of three financial
years remained most appropriate, considering the debt
maturity profile and the ability of the Group to refinance.
In conclusion, the Committee considered that it is
appropriate for the financial statements to be prepared on a
going concern basis and recommended the approval of the
viability statement to the Board.
Fair, balanced and understandable
One of the key compliance requirements in relation to
a group’s annual report and accounts is that, taken as a
whole, they are fair, balanced and understandable.
The coordination and review of Group-wide contributions
to Rank’s Annual Report and Accounts follows a well-
established process, which is performed in parallel with
the formal process undertaken by the external auditor.
A summary of the process is as follows:
A qualified and appropriately experienced senior
management team lead the process, under the direction
of the CFO. The team primarily comprises the Group
Finance Director, Group Financial Controller, Company
Secretary, and the Director of Public Affairs and Investor
Relations
A comprehensive review and verification process
assesses the factual content of the Annual Report and
Accounts and ensures consistency across various
sections.
A common understanding exists across the senior
management team which ensures consistency and overall
balance of the report.
A transparent process to ensure disclosure of all relevant
information to the external auditor.
A near-final draft of the report is reviewed by the
Committee.
Formal approval of the Annual Report and Accounts is
given by a committee of the Board.
Taking this approach enabled the Committee to
recommend to the Board, and then the Board itself, to
confirm that the Company’s 2025 Annual Report taken as
a whole is fair, balanced and understandable, and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model and
strategy.
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Key judgements and financial reporting matters 2024/25
Key judgements and financial reporting matters 2024/25
Audit Committee review and conclusions
Impairment review
For goodwill and indefinite-life assets, the Group performs an annual
impairment review. In addition, the Group reviews assets that are
subject to amortisation or depreciation for events or changes in
circumstances that indicate that the carrying amount of an asset
or cash-generating unit (‘CGU’) may not be recoverable. If an asset
has previously been impaired, the Group considers whether there
has been a change in circumstances or event that may indicate the
impairment is no longer required. The Group considers each venue
to be a cash-generating unit and the review covers approximately
111 individual cash-generating units, with goodwill and indefinite-life
assets considered at a group of CGU level.
The Committee reviewed management’s impairment review process
including, where applicable, the cash flow projections aligned to the
strategic plan, growth rates and discount rates used to derive a value
in use (‘VIU’), multiples used in VIU and the sensitivity to assumptions
made.
The Committee reviewed and agreed the value of impairment
charges and reversals recognised in 2024/25 and reviewed the
disclosures including the sensitivity disclosures of changes in key
assumptions. Further details are disclosed in Note 13 on pages 230
to 233.
Lease accounting
The Group determines the lease term as the non-cancellable term of
the lease, together with any periods covered by an option to extend
the lease if it is reasonably certain to be exercised. The Group has
several lease contracts that include extension options. Judgement is
applied in evaluating whether or not it is reasonably certain that the
option to renew or extend the lease will be exercised. In determining
the lease term, management considers all facts and circumstances
that create an economic incentive for the lease to be extended (or
not terminated).
The committee reviewed, challenged and agreed that the accounting
methodology for lease extensions was appropriate and in line with
accounting standards.
Going concern basis for the financial statements and viability statement
The financial statements have been prepared on a going concern
basis and the viability statement has been adopted.
The Committee reviewed and challenged management’s assessment
of forecast cash flows including sensitivity to trading and investment
plans, impacts from the new land-based casino reforms, and for
the potential impact of certain scenarios; weakening of consumer
confidence, stricter UK gambling regulations, increases in gaming
duties, a cyber event and utility cost pressures. The Committee
also considered the Group’s financing facilities and future funding
plans. Based on this, the Committee confirmed that the application
of the going concern basis for the preparation of the Group
financial statements continued to be appropriate, with no material
uncertainties noted, and also recommended the approval of the
viability statement.
Treatment of separately disclosed items (‘SDIs’)
The Group separately discloses certain costs and income that impair
the visibility of the underlying performance and trends between
periods. The separately disclosed items are material and infrequent
in nature and/or do not relate to underlying business performance.
Judgement is required in determining whether an item should be
classified as an SDI or included within the underlying results.
The Committee reviewed the presentation treatment of SDIs and
agreed that the items listed in Note 4 are appropriate. The Committee
noted that from a quality of earnings perspective, both accretive and
dilutive impacts had been recorded in both the current and prior
years.
Dilapidations provisions
Provisions for dilapidations are recognised where the Group has the
obligation to make good its leased properties.
The Committee reviewed management’s approach to accounting for
dilapidations including the expected costs, based on the experience
of venue closures in recent years.
Compliance with laws and regulations
The Group operates in an evolving regulatory environment with
increasingly complex laws and regulations, particularly gambling-
related regulations.
The Committee reviewed management’s approach to complying
with laws and regulations including assessing the potential financial
impact, accounting and disclosure for any potential non-compliance.
Taxation
The Group holds provisions for certain tax matters, in addition to the
normal provisions for corporation tax.
In assessing the appropriateness of indirect tax provisions, the Group
must estimate the likely outcome of uncertain tax positions where
judgement is subject to interpretation and remains to be agreed with
the relevant authority.
At both the half and the full year, the Committee considered the
Group’s approach to tax provisioning, in order to satisfy itself how
management came to its best estimate of the likely outcome.
The Committee received and considered an update paper covering
the Group’s ongoing direct and indirect tax matters. This covered
continuing operations where tax returns submitted have been, or are
likely to be, challenged by the relevant tax authority.
The Committee considered that management’s best estimate of tax
liabilities is appropriate.
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Governance Report
Internal control environment and risk
management framework
The Board has overall responsibility for the risk
management framework, as explained further on
pages 94 to 103.
It delegates responsibility for reviewing the effectiveness
of the Group’s systems of internal control to the Committee.
This covers all material controls including financial,
operational and compliance controls and risk management
systems. During the year, we received detailed reports from
each of the three lines of defence enabling us to maintain
oversight and discuss the risks and challenges to the Group.
In particular, the Committee reviewed the following:
Enterprise risk management
We considered the manner in which the risk management
framework has evolved and the overall appetite for risk. We
reviewed the risk management methodology and confirmed
that it continues to be appropriate. We also considered
the Group risk register in respect of both current and
emerging risks and challenged the Executive Directors
on such risks and their mitigating actions. The Group’s
principal and emerging risks are set out on pages 96 to
103. Overall, the outcome of the review found that an
effective framework was in place for the above areas with
some areas of improvement. Additionally, as part of the
preparation for the Corporate Code requirements, activity
is well underway to perform risk assurance mapping over
the three lines of defence focusing on the Group’s principal
risks.
Legal and regulatory
Reflective of the regulatory environment in which Rank
operates, we examined the effectiveness of the Company’s
framework of compliance controls. This included internal
audit reviews, reports on anti-money laundering from the
Nominated Officer and updates on material regulatory
matters from the Director of Compliance and Responsible
Gambling. We took into account reports published by, and
guidance issued by, regulators. We also carried out reviews
of progress made on areas that required improvement.
The Committee discussed the status of material litigation
and regulatory matters that affected the Company.
This included any financial impact and/or disclosure
requirements.
Health and safety
We considered during the year ongoing health and safety
standards across the Group, with a particular focus on
the venues estate. We also received reports from the
Group’s Head of Health and Safety on relevant data
and trends, monitoring programme outputs and any
potential regulatory matters, including reports made
under the Reporting of Injuries, Diseases and Dangerous
Occurrences Regulations 2013 (RIDDOR).
Information security, data privacy, cyber
resilience and disaster recovery
During the year, we considered progress made in respect
of information security and data privacy controls. This
included a review of the specific key risk indicators
for these areas and updates on trends relating to data
compliance further to the Group’s enhanced monitoring
programme. The Committee also received updates on the
Group’s approach to information security and disaster
recovery respectively from the Director of IT Security and
the Chief Information Officer. The updates provided an
overview of the Company’s critical systems, areas of key
risk (and mitigation, as appropriate) and development
roadmaps. Additionally, the Committee received reports
from the Data Protection Officer on relevant data and
trends, monitoring programme outputs, ongoing projects
and any potential regulatory matters.
Code of conduct and whistleblowing
We reconfirmed the ongoing appropriateness of the
Group-wide whistleblowing policy and procedure, which
is operated by an external third-party provider, Safecall.
The service provides a multilingual communication
channel and enables employees and other stakeholders
to report in confidence and, if they wish, anonymously,
to Safecall, which then submits reports to the allocated
appropriate individual within the business for investigation
as necessary. Reports received during the year were kept
strictly confidential and the concerns identified were
referred to appropriate managers within the Group for
investigation and resolution. We received an analysis of all
reports submitted during the year. The Company’s code of
conduct is available on www.rank.com.
Financial Controls Framework
We reviewed the progress made in strengthening the
financial control environment, through the delivery of
an effective Group Financial Control Framework, which
ensures Rank has appropriate controls over all aspects
of the Group financial statements. Significant progress
has been made in this area and has focused first on the
inherent high-risk areas identified by management and
external auditors. This is a key step in being prepared for
the Corporate Governance reform.
The Committee also reviewed the supplementary
balance sheet assurance measures put in place
to further strengthen the control environment.
Internal audit
The Group’s Internal Audit function forms the primary
source of internal assurance to the Committee via the
delivery of the internal audit plan, which is structured to
align with the Group’s strategic priorities and key risks and
is developed by Internal Audit with input from management
and the Committee. Its role is to provide independent,
objective assurance and advisory services designed to add
and protect value by improving the Group’s operations.
Audit Committee Report
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2025 Annual Report
Internal Audit assists the Group in accomplishing
its objectives by bringing a systematic, disciplined
approach to evaluate and improve the effectiveness of
risk management, control and governance processes. The
Internal Audit function is governed by its Group Internal
Audit Charter (‘GIAC’), which the Committee reviews
annually to ensure it remains appropriate for the function
and organisation, and that the function can discharge its
responsibilities fully.
Each year, the Committee reviews and approves the
internal audit plan. The plan is kept under review,
depending on operational or other business requirements,
with any changes being discussed and agreed with the
Committee. The Director of Internal Audit submits reports
on completed audits to each Committee meeting.
The findings are discussed by the Committee, together with
any implications arising from such findings on the broader
control environment. Recommendations arising from
internal audit reviews are discussed and agreed with the
relevant business area for implementation of appropriate
corrective measures and the Committee monitors senior
management’s resolution of identified issues. During the
year, a number of control improvements in venues were
observed, particularly in the UK venues businesses.
The work undertaken by Internal Audit during the year
included a number of reviews focused around:
1.
Regulation including Anti-Money Laundering (including
Know your Customer (KYC)) and Enhanced Due
Diligence (EDD).
2.
Safer gambling and Markers of Harm.
3. Expenses, accounts payable, fixed assets and balance
sheet reconciliation processes.
4.
Cyber security processes and controls including the
Security Operations Centre, cloud, network and data loss
prevention.
5.
HR processes around joiners, movers, leavers and
payroll.
6. ESG data and reporting disclosures and
7.
Property maintenance and controls over our primary
supplier, and venues operational reviews covering the
Grosvenor, Mecca and Enracha Estates.
External Auditor
At each Committee meeting, members consider reports
from the external auditor on a variety of matters including
the auditor’s independence, accounting judgements made
by management in preparation of the financial statements,
the annual audit plan, audit fees and the provision of non-
audit services. In addition, management provide reports on
how they are responding to the management letter points
provided by the auditor.
The Committee has noted the requirements regarding audit
tender and rotation of the audit engagement partner. Ernst
and Young LLP (EY) has been the Group’s external auditor
since 2010. Following an audit tender process conducted
by the Committee in June 2019, EY was re-appointed
as the auditor at the 2019 Annual General Meeting. The
Committee will continue to review the auditor appointment
and anticipates that the audit will be put out to tender every
10 years.
As reported in the Annual Report and Accounts 2024,
James Harris was appointed as audit engagement partner
in August 2024, replacing Annie Graham. This change
occurred due to partner rotation rules, with Annie Graham
having completed five years in the role. EY’s audit report is
published on pages 180 to 191.
The Group has complied with the September 2014
Competition and Markets Authority Order for the financial
year under review.
EY is engaged to express an opinion on the financial
statements. It reviews the data contained in the financial
statements to the extent necessary to express its opinion.
It discusses with management the reporting of operational
results and the financial position of the Group and presents
findings to the Committee. The Committee regularly
reviews the independence, and role of the external auditor
and the scope of its audit.
In July 2025 the Financial Reporting Council (FRC)
published its annual review of audit quality and EY was
rated as ‘good’ or needing ‘limited improvements’ in 90%
(76% in 2023/24) of all inspections carried out by the FRC.
In order to assess the independence and effectiveness
of the external auditor (including its objectivity, mindset
and level of professional scepticism), the Committee
carried out an assessment. This was facilitated by use
of a questionnaire which posed questions in relation to
different aspects of the external audit process, including
the planning, execution and quality of the audit.
Feedback was sought from members of the Committee
and senior management of the business areas subject
to the audit. The feedback was considered, discussed
and summarised by management and reported to the
Committee and Board. The Committee Chair also discussed
the feedback with the external audit partner.
The assessment highlighted high levels of independence,
objectivity and value provided through insights which will
be fed into priorities for the coming year. The Committee
also discussed areas for improvement to best meet the
future needs, which included innovation tools, technology
and data analytics to enhance both the effectiveness and
efficiency of the audits.
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Audit Committee Report
Having conducted such review,and reviewed overall
performance, we have concluded that EY has demonstrated
appropriate qualifications and expertise throughout
the period under review, and that the audit process was
effective.
The total audit fees paid were £1.885m (excluding the fees
associated with the interim review of £110k).
Non-audit services
The Committee oversees the nature and amount of any
non-audit work undertaken by the external auditor to
ensure that it remains independent. Consequently, we
are required to approve in advance all non-audit services
above £100k, with any non-audit services below £25k
being within the delegated authority of the Chief Financial
Officer and anything between £25k and £100k being
approved by the Committee Chair.
When seeking external accountancy advice in relation
to non-audit matters, the Group’s policy is to invite
competitive tenders where appropriate. It is also the
Group’s policy to balance the need to maintain audit
independence with the desirability of taking advice from
the leading firm in relation to the matter concerned and
being efficient.
The total non-audit fees paid to EY during the period under
review was £110,000 (2024: £l90,000), being solely the fee
for the interim review, which represented 6% of total fees
paid. Rank has used the services of other accounting firms
for non-audit work during the period under review.
Committee evaluation
During 2024/25, Rank’s evaluation exercise focused on
the Board and this review was facilitated externally by
Lintstock Limited.
As part of the process, the review commented on whether
the Committee was operating effectively and concluded
that this was the case.
The Committee evaluation identified that the Audit
Committee continued to operate effectively. The quality of
information delivered to the Committee was seen to have
improved considerably over the last 12 to 18 months. The
Committee, in its broad role and remit, remains appropriate
for the current needs of the business.
Audit Committee evaluation
Agreed actions 2024/25-review
Last year we reported that the focus for the Committee for
2024/25 review should be to:
1.
Induct the new audit partner from EY into the
organisation.
2.
Gain more exposure to the EY audit team.
3. Dedicate more time to reviewing narrative reporting
and non-financial KPIs, including ESG.
4.
Work with management to deliver the framework
and activities to ensure compliance with the revised
Corporate Code.
Progress made during 2024/25
During the year we:
1.
Inducted the new audit partner, James Harris, by way
of meetings with senior management and heads of
departments in the business. The audit partner attended
several venue visits including Leicester with the Board
and Mauritius with the CFO and Audit Committee chair.
He also went to Barcelona and Madrid to understand the
Enracha venue operations.
2.
Gained exposure to the wider EY audit team through
venue visits which included London and Leicester.
3. Dedicated time to review narrative reporting and non-
financial KPIs including ESG.
4.
Reviewed, analysed and contributed to the development
of the framework to provide compliance to Provision
29 of the Corporate Governance Code. During the year
the Committee and the Board received updates on the
Corporate Governance Code and actions progressed by
management with the support of the Risk Management
team. Updates were also provided on the Financial
Controls Framework by the Group Finance Director
during the year.
Focus for 2025/26 review
It was agreed that the Committee’s focus for the year ahead
should be to:
1.
Oversee and monitor the developments of the framework
for financial and non-financial controls to support the
process for attestations that the Board will make in 2027
in accordance with the 2024 UK Corporate Governance
Code.
2.
Continue to focus on the effectiveness of internal
controls, particularly in ensuring monitoring and
oversight of material controls.
3. Further enhance the risk management framework,
including greater clarity on risk appetite.
In concluding this report, I would like to recognise and
thank the senior management and finance team, the internal
audit team and our auditors, EY, for their commitment and
valuable contributions over the past 12 months.
I look forward to meeting shareholders at the forthcoming
Annual General Meeting when I will be happy to take
questions on this report and our work during the year.
Karen Whitworth
Chair of the Audit Committee
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2025 Annual Report
Summary of activities
Area of focus
Matters discussed
13
Aug
2024
28
Nov
2024
28
Jan
2025
17
Jun
2025
Financial
reporting
Reviewed the integrity of all draft financial statements (including narrative).
Reviewed accounting developments and their impacts and significant accounting issues.
Reviewed and recommended approval of interim and preliminary results announcements.
Reviewed Group accounting policies and reporting practices.
Considered approval process for confirming and recommending to the Board that the 2024 Annual
Report is fair, balanced and understandable.
Reviewed and recommended approval of the 2024 Annual Report, as required by the Board.
Reviewed appropriateness of accounting policies and going concern assumptions.
Reviewed and recommended inclusion of the viability and going concern statements in the Annual
Report.
Reviewed TCFD disclosures and compliance with ESEF/XBRL requirements.
Internal
audit
Monitored the effectiveness of the internal audit function.
Reviewed major audit findings and approved remediation plans.
Reviewed the 2024/25 annual audit plan.
Reviewed the scope of audit coverage and approved planned work for 2024/25.
External
audit
Considered the external auditor’s reports and views.
Reviewed the objectivity, independence and expertise of the external auditor.
Considered the Auditor’s Report on the 2023/24 annual results.
Assessed the effectiveness of the 2023/24 external audit.
Reviewed and approved the 2024/25 annual external audit plan and fee proposal.
Considered the initial results of the 2024/25 external audit.
Reviewed audit and non-audit fees incurred during 2024/25.
Risk and
internal
control
Oversaw the implementation of changes to internal processes as a result of matters reported as
key events to regulatory bodies, and guidance published by regulatory bodies as learnings for the
gaming industry.
Reviewed risk management reports and Risk Committee updates.
Reviewed and assessed the corporate risk register (including emerging risks).
Reviewed and monitored developments in relation to health and safety, information security and
data protection.
Reviewed anti-money-laundering matters and matters relating to source of funds and enhanced
due diligence.
Reviewed the risk management framework across the Group and the internal governance
structure (further detail on Rank’s approach to the management of risk, its principal risks and
uncertainties and the controls in place to mitigate them can be found on pages 94 to 103).
Governance
and other
Received corporate governance updates.
Considered and approved tax strategy and reviewed tax matters.
Met privately with the Director of Internal Audit and the external auditors.
Reviewed notifications made under the Group-wide whistleblowing policy and procedure,
ensuring that appropriate actions were taken following investigation of notifications, and reviewed
notifications made in relation to the code of conduct, acknowledging the ongoing need for a
review of the same.
Considered material litigation and regulatory matters.
Reviewed the Committee’s terms of reference and confirmed adherence during 2024/25.
Reviewed feedback and recommendations following Committee evaluation.
Reviewed internal financial controls.
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Governance Report
ESG & Safer Gambling
Committee Report
The Group remains committed
to ensuring the sustainability of its
operations and continues to build
a more resilient and responsible
business. How we identify and
consider ESG risk and opportunity
is critical to the success of our
business and meeting our
stakeholders’ expectations for
transparency and disclosure.
Katie McAlister
Chair of the ESG & Safer Gambling Committee
The formal terms of reference
of the Committee are available at
www. rank.com or by written request
to the Company Secretary who acts as
secretary to the Committee. The terms
of reference were reviewed by the
Board on 14 August 2024.
Role and responsibilities
The Committee is
responsible for assisting the
Company in the formulation
and monitoring of its ESG
strategy. The Committee
also has a particular
focus on the Company’s
approach to safer
gambling. Its responsibilities
include:
Approving the Company’s
ESG and safer gambling
strategy.
Reviewing the Company’s
performance against the
strategy, the effectiveness
of the strategy and the
governance in place to
ensure successful delivery.
Reviewing the effectiveness
of Rank’s systems for
identifying and interacting
with customers who are at
risk of becoming problem
gamblers.
Reviewing the results of
research projects.
Reviewing how the strategy
is received and regarded by
the Company’s stakeholders
and other interested parties.
Approving all ESG reporting.
Approving the appointment
of any external third party
for assurance testing in
relation to work undertaken
in connection with the
strategy.
Key activities during the year
Monitored and challenged
the business in respect
of progress against
measures published in the
Sustainability Report 2024,
which was approved in
August 2024.
Considered feedback
from shareholders of the
Sustainability Report 2024.
Oversaw the continued
development and
implementation of the
governance structure in
support of the strategy,
including establishing key
performance indicators
to measure meaningful
progress.
Continued the review of
the impact of the double
materiality assessment.
Considered the progress
being made towards the
Group’s net zero target
commitment to reach
Scope 1, 2 and 3 greenhouse
gas emissions in full by
2050.
Received updates on the
Rank Planet initiative to drive
a change in colleague’s
mindset and behaviours on
environmental aspects.
Received updates from
the business on Gambling
Commission’s assessments
and considered any
pertinent observations and
recommendations.
Oversaw the processes and
controls for the approval
of the 2024 assurance
statements that were
provided to the Gambling
Commission.
Considered and approved
recommendations on ESG
KPI assurance for 2025/26,
2026/27 and 2027/28.
Reviewed and monitored
delivery of safer gambling
initiatives and the safer
gambling roadmap in each
of the Group’s businesses.
Considered legislative
and regulatory changes
including the Statutory
Instruments for casino
reforms, various
consultations on changes
to UK regulation, including
Gaming Machine Technical
Standards and legislative
changes in Spain.
Discussed Rank’s
contribution to
developments across
the industry, including
consultation responses,
working with trade
associations and
discussions with
Government on its
proposed reforms to
gambling legislation.
Received deep dives from
the managing directors
of each of the different
business units on their
respective ESG and SG
strategies, actions and
progress against plans.
Considered the cultures
of the overall business
and respective business
units in assessing how it
is developing and driving
growth in the business.
Reviewed updates on
training and personal
development and diversity.
Considered environmental
initiatives by management
including green energy,
solar power, management
of Scope 1, 2 and 3
emissions and the journey
to net zero.
Approved the content of
the Committee Report in
the Annual Report and
Accounts 2025.
Considered the
Committee’s terms of
reference.
Committee membership and meeting attendance
For Committee membership and attendance please see
Attendance at Board and Committee Meetings table on
page 125.
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2025 Annual Report
Dear Shareholders,
I am pleased to provide a summary of the
work undertaken by the Committee over the
past 12 months and present the continuing
development of our ESG strategy, progress
against our objectives and detail on our
plan to reach net zero by 2050.
The Group remains committed to ensuring the
sustainability of its operations and continues to build a
more resilient and responsible business. How we identify
and consider ESG risk and opportunity is critical to the
success of our business and meeting our stakeholders’
expectations for transparency and disclosure.
Overall, I was pleased with progress made during the year.
We can see good progress in a number of areas.
We published our 2024 Sustainability Report in September
2024, alongside the 2024 Annual Report and Accounts. This
provided the foundations to develop Rank’s ESG strategy
during 2024/25 and I am delighted to publish our 2025
Sustainability Report alongside this report which is made
available on Rank’s website, www.rank.com.
Key activities
During 2024/25, we continued to develop and strengthen
our ESG focus within each of the business areas and have
undertaken a double materiality review. This was started
in 2023/24. Results have confirmed that our initial areas of
focus determined from the single materiality assessment
remain relevant and appropriate.
Management of relevant business units are now reviewing
performance monthly against ESG metrics, with simpler,
standardised reporting allowing the committee to focus on
the key areas.
The Committee observed the business is commencing a
review of the disclosure requirements of the International
Financial Reporting Standards (‘IFRS’) S1 and S2 (the
standards established by the International Sustainability
Standards Board (‘ISSB’)). The UK Government is currently
developing sustainability reporting standards to implement
the requirements of the ISSB, but these have not yet been
published. Previously, due to its operations in Spain,
Rank expected to be required to disclose against the EU’s
Corporate Sustainability Reporting Directive (‘CSRD’).
However, following the omnibus announcement in
February 2025, we expect that the Group will no longer fall
under the scope of the CSRD.
Management has again been assisted by Burson Buchanan
in assessing, evidencing and reporting on environmental
risks (leveraging the Group’s corporate risk register) as it
seeks to identify, prioritise and validate material issues that
affect both risks and opportunities.
For more on CSRD see our Sustainability Report and page 67 of
the Strategic Report, Sustainability section.
The Committee approved eight baseline KPIs across the
four key priorities (Customer Experience, Colleague
Experience, Environmental Management and Community
Engagement – see pages 146 to 147 for more) which
underpin the strategy. Also approved were four KPIs for
remuneration target measures – see the Remuneration
Report for details on how this was implemented in the year
on page 158.
The Committee Chair liaises regularly with the Chair of
the Remuneration Committee on related aspects including
remuneration incentives for ESG, including safer gambling
and compliance. All the members of the ESG-SG Committee
are also members of the Remuneration Committee.
Agendas from the ESG-SG Committee consider work and
oversight by other committees and vice versa to avoid any
unnecessary overlap and collectively the Board assesses
the terms of reference of each Committee. During the year
we considered how the working arrangements between the
committee could be improved.
The Committee is regularly presented with updates
regarding the Group’s community work. Updates include
an active drive to recruit from local communities and
supporting colleagues with the ability to give back to their
local communities and charities.
See pages 92 to 93 on Sustainability for more, as well as the
Sustainability Report 2025 which can be found here:
www.rank.com which covers in more detail many of the
matters covered in this Committee Report.
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2025 Annual Report
145
Governance Report
During 2023/24, the Committee began to report against
eight baseline key performance indicators (‘KPIs’) across
the four key ESG focus areas that underpinned the strategy.
This reporting continued in 2024/25 on the same basis:
1 Customer experience
Providing a safe, secure environment and personal
experience, creating and maintaining good gambling
behaviours and protecting vulnerable customers.
KPI
s
Customer net promoter score (‘NPS’)
Customer feedback scores on safer gambling
Employee NPS on safer gambling
Percentage of UK digital customers using safer gambling tools
2 Colleague experience
Creating a fair, inclusive and inspiring working
environment which educates our people to enable
and encourage positive gaming behaviours.
KPI
s
Employee engagement score
Percentage of women in senior roles
3 Environmental management
Ensuring that our operations minimise any negative
impacts that Rank may have on the environment and
reducing our carbon greenhouse gas emissions
wherever possible.
KPIS
Reduction in absolute carbon
4 Community engagement
Providing an essential social outlet for customers,
generating lasting community spirit, driving community
action and developing a genuine social legacy.
KPI
s
Total charitable funds raised
In the coming year, the Committee will be undertaking a
review of the current KPIs to ascertain if they remain fit for
purpose or whether any might need updating or replacing
as the ESG strategy develops. The review considers Rank’s
ESG journey and trends and development in the wider
industry. Appropriate benchmarking and advice will be
taken from external consultants to support this process.
There is also ongoing work collecting and validating
data which includes developing and maturing ESG KPI
assurance processes and interactions in accordance with
Principle 29 of the Corporate Governance Code 2024.
Aspects of this were analysed and discussed by Committee
members during the year.
ESG & Safer Gambling
Committee Report
ESG initiatives
The Committee received business updates during the
year to assess how the Group’s ESG objectives aligned
with the corporate and strategic objectives, see pages
149 to 151 for more information on the Group’s strategic
intents. The Committee is comfortable that Rank is
progressing its development of ESG initiatives in support
of the corporate strategy, and that this will enable the
business to be managed in a sustainable and responsible
way. The Committee expects continued development in
each of the business areas and a commitment followed by
meaningful actions to drive ESG considerations across all
business decision-making. Committee meetings provide an
opportunity to analyse the actions of management on ESG
initiatives and to challenge accordingly. In particular, the
Committee challenged managing directors of business units
to improve diversity in senior management.
Working with each of the business units managing directors,
the Committee has sought to further encourage ESG
considerations across internal reporting. There is now
monthly reporting by business units on ESG performance
as well as the quarterly updates to the Committee. Such
focus has embedded the necessity for each business area to
ensure there is ESG alignment with the corporate strategic
objectives and that this alignment drives the effective
delivery of the strategy and of initiatives that underpin it.
Customers, colleagues, environment and
communities KPIs
During the year the Committee ensured that progress in the
the four focus areas (Customers, Colleagues, Environment
and Communities) was measurable and challenged the
business to determine the appropriate KPIs. Reporting
progress against eight principle KPIs (four of which align
to remuneration) to the Committee provides understanding
of the Company’s ability to track and evaluate progress
and allows Board-level oversight of performance against
strategy, in line with global best practice. During the year
the KPIs were reviewed and assessed for appropriateness
and relevance.
Overall, there had been good progress although as ever the
Committee challenges management to do more.
Environmental KPIs
There was progress against target in five out of the
eight KPIs. Two targets were missed and one target was
marginally missed.
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Customer KPIs
Efforts are ongoing to enhance the adoption of customer
engagement with digital safer gambling tools where
appropriate, and we continue to encourage customers to
use the resources if needed.
The Committee notes that management is proactive and
purposeful in seeking to improve safer gambling aspects
within Rank and is an advocate of continuous improvement
across the industry.
During the year the Directors of ESG and Public Affairs
& Investor Relations met with the Betting and Gaming
Council to establish a subcommittee on ESG in order that
best practices across the sector might be shared for the
benefit of all participants.
Colleague KPIs
Female representation in management was below target.
During the year, the Committee discussed the lower gender
diversity in senior management and considered the plans
presented by management to address this. Different
business units had significantly different performances in
this respect, reflecting core skillsets, availability of talent,
current career paths and demographics.
The area of greatest challenge is female diversity in senior
management in digital and within Enracha in Spain.
In terms of developments in diversity and leadership, more
can be seen on pages 130 to 134.
We achieved a target engagement score of 8.3.
Community KPIs
This was the eleventh year of fundraising for the Carer’s
Trust. Rank was pleased to raise £401k during the year and
to achieve a milestone of £4m.
The Senior Independent Director was able to attend a
meeting of a grant panel, which met to allocate funds
raised by Rank to individual carers who had applied for a
grant. The meeting brought to life the important impact
Rank’s relationship with Carers Trust makes to individuals
in the local communities. For more please see pages
92 to 93.
Work culture and learning and development
See also page 75 of the Sustainability Report and page 128
for more information on insights into Rank’s culture and
colleague engagement in the year. The Board is committed
to Rank having a positive working environment and both
listening and acting upon the views of colleagues.
During the year the Director of Communications and
Engagement presented “Love to Learn”, which is a
programme that enables more access to flexible learning
and education in the workplace.
PepTalk – an external learning hub that delivers learning
through storytelling – continues to grow with active users
across the Group engaging in short, story-led weekly
sessions.
Udemy, a premier online learning platform, is also being
developed and better promoted to achieve higher uptake.
The online platform offers an extensive array of courses
across diverse fields such as technology, business,
personal development, and more. At present there are
more than 200 active users who are engaging with content
tailored to their specific roles and functions. The online
learning environment enables users to take exams and
earn recognised qualifications.
Additionally, Rank is developing a learner engagement
strategy to seamlessly integrate Udemy’s offerings with our
core people practices, including onboarding, appraisals,
and career development pathways.
There is also a mentoring calendar of events with
mentoring of individuals by way of Mentoring@Rank.
During the year the business also partnered with
Mentorloop to develop Rank’s mentoring programme.
Thirty-one senior leaders attended masterclasses with the
Henley Business School. A further ten colleagues were
enrolled in classes with The Henley Partnership through a
corporate membership scheme with The Henley Business
School, part of the University of Reading. This provided
transformative professional development through online
learning.
Solar panels, degasification and boiler efficiency
During the year the Committee reviewed a report on a
net zero site audit and venue-specific environmental
recommendations were considered for investment. As
part of this, a report from management was presented
on the feasibility of installing solar panels on various
sites. Individual sites were being considered for their
appropriateness and a business case would be prepared to
trial the technology in a small number of locations.
An audit of potential degasification of venues was also
reviewed by the Committee. The audit had been carried out
to understand how to remove gas based heating and hot
water. This will primarily be achieved through air source
heat pumps, electric heaters and heat pump systems. The
next stage is to stress test the sites for feasibility and cost,
with input from an external consultancy. The Committee
will oversee the process and consider the proposals on
their merits.
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The Committee was also provided with progress on boiler
replacement following an audit of the estate. Where boilers
had reached end of life they would be replaced by more
energy-efficient models. Sites were being prioritised and
various models of boilers were being trialled and assessed.
To assist in the ongoing development of the net zero plan,
an environmental manager was recruited in October 2024.
The plan for net zero for Spain had been progressed with
finalisation of the decarbonisation plan for Scope 1 and 2
greenhouse gas emissions and completion of a Scope 3
baseline exercise for the UK in 2025.
Focus areas to reduce emissions for the future included
improved data collection from suppliers on Scope 3
emissions and encouraging supplier emission reduction,
further building employee engagement and auditing of
regular purchases to identify where savings could be made.
The setting of goals and developing a communications
plan, training resources and a supplier incentive
programme will occur in the next 12 months.
For more on net zero see pages 76-85 of the Sustainability
Report.
Waste management
A waste and water management agreement with Biffa
entered into in 2024 included a target saving of 50%.
Currently the business recycles 48.8% of its waste and is
seeking to improve on this.
On 31 March 2025 Rank launched Simpler Recycling with
Biffa in response to Government harmonisation of waste
and recycling services across the country in order to
increase waste segregation and improve recycling
rates generally.
Net zero
The Committee oversaw Rank’s carbon management
work through the Net Zero Working Group (NZWG) and
the progress made to develop its reporting framework
in line with the Task Force on Climate-related Financial
Disclosures (TCFD). See pages 76 to 85 on our Net Zero
Pathway for more information.
The Committee considered the recommendations made
and actions taken in regards the Net Zero Pathway, which
set out a measured approach, and the establishment of an
interim greenhouse gas emissions reduction target to be
achieved by 2035, alongside the longer-term target
of achieving net zero by 2050.
ESG & Safer Gambling
Committee Report
During the year gas use (Scope 1) reduced by 14%, in
part due to warmer weather, the closure of a small number
of venues and efficiency efforts. The Company signed
certified green electricity agreements for the UK and
Spain in January 2025. This led to a reduction of 51% in
electricity (Scope 2) emissions compared with the previous
year. Overall, Scope 1 emissions reduced 16% and the
business exceeded its target of a reduction of 4,604 tCO
2
e.
The Committee reviewed and approved the net zero
plan for 2035. This plan includes a reduction of 12% in
emissions, green energy certification for the UK in January
2025 (-28% emissions) and completion of the feasibility
study on degasification (-41% emissions). This will be
implemented by 2035.
Energy usage by carbon emissions had dropped during
the year by 25% to 16,498 tCO
2
e (Group-wide) through a
combination of energy efficiency, warmer temperatures and
a reduction in Scope 2 electricity emissions.
Climate Change and Task Force on Climate-
related Financial Disclosures (‘TCFD’)
The Committee has worked alongside the Audit Committee
in determining the TCFD-aligned disclosures set out in this
Annual Report, along with the Remuneration Committee to
link sustainability performance to executive remuneration
that further embeds the imperative of responsible
operating practices into Rank’s core culture.
For more see pages 77 to 85 on Sustainability and the 2025
Sustainability Report.
There has been interest from the investment community
on how climate change impacts companies. We recognise
that there are both internal and external expectations on
us to establish a clear greenhouse gas emissions reduction
strategy in line with international climate change targets
and we have set Rank on a credible carbon Net Zero
Pathway.
The Committee is also cognisant of the new requirements
under UKLR 6.6.6R(8), which the Group is required to
adopt this year, to include a statement in this Annual
Report setting out whether our climate-related financial
disclosures are consistent with the recommendations of
the TCFD. Our disclosures can be found on pages 77 to 85.
More detail on this is set out on page 66 of the 2025
Sustainability Report.
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Safer gambling
Safer gambling remains the Group’s primary focus area
and a core pillar of Rank’s strategic objectives. The
Committee continues to emphasise the importance of
safer gambling within Rank’s wider ESG framework and the
Committee is comfortable that there is a strong focus on
this area by the business as a whole and by the leadership
of respective business units.
The Committee continues to emphasise the importance of
safer gambling within Rank’s wider ESG framework and the
Committee is comfortable that there is a strong focus on
this area by the business as a whole and by the leadership
of respective business units.
Whilst there remains no industry standard KPIs we
continue to evolve the measures that we review in the
Committee alongside the management deep dives and
other activities that come to the Committee.
The Committee was pleased to note that in the October
2024 and May 2025 employee opinion surveys, that
colleagues rated Rank highly for its performance on safer
gambling and the willingness of the business to take
sensible measures to protect vulnerable individuals.
For more see pages 71 to 73.
During the year the Committee received reports from
the managing directors of each business area to provide
updates on safer gambling initiatives. These initiatives
took a ‘customer-first’ approach to enhancing existing
player protection measures, as the Group continues to
evolve its user journeys and deliver targeted improvements
for those players who need our support.
We also considered changes resulting from new regulatory
requirements and industry consultations and commitments.
We engaged with the Government and with the Gambling
Commission on consultations and proposals and have
sought to educate and inform members of Parliament of the
value to the community that our venues bring.
The Committee received reports and analysed the
developments being made to further strengthen the safer
gambling culture throughout the Group. The work being
undertaken is to ensure that the business continues
to instill a group wide approach to the processes and
behaviours our colleagues employ to achieve Rank’s
purpose and to deliver exciting and entertaining
experiences within a safe environment.
To best equip our colleagues with the skills and
understanding to recognise players that are potentially at
risk of problem gambling, we have conducted extensive
employee training. Every employee must complete
mandatory safer gambling training, with progress and
training completion rates monitored through our online
training platform. Additional training is provided as
required or according to a particular role’s needs.
Support and training
We continue to provide support to anyone affected by
gambling related harm through chatrooms, a helpline,
a forum and other self-help resources, as well as face to
face meetings. We also direct individuals to the right
institutions which can provide further assistance.
Following GamCare’s decision to cease its training
operation in November 2024 we carried out a full review
of the Group’s safer gambling training to ensure that it
adequately includes training includes development of the
important skills to engage customers in safer gambling
conversations.
We shortlisted two training providers who conducted
trial sessions in May 2025. Since then we have selected
the preferred supplier and work is underway on potential
training rollout and costs. We will be holding a trial session
with the Grosvenor Leadership Team prior to final sign-off
which is planned by the end of August.
Early-stage engagement and technological
developments
The Committee noted that Grosvenor had improved
the safer gambling environment through earlier stage
customer engagement and had provided an advanced
training programme on safer gambling for venue
managers. Grosvenor had recruited new Player Protection
Managers for venues and had redesigned the risk app
used by colleagues to ensure key decisions are taken
by local management with good local knowledge of
customers. A new case management system was also
being implemented to improve workflows and to improve
the quality of information delivered to decision makers.
New financial vulnerability checks at Mecca were
implemented to assess risk at a £150 loss and there
were some game redesigns to reduce the risk of harmful
play, for example removal of quick play and a reduction
in spin speed.
Awareness raised and self-help promoted
The business also raised the safer gambling profile and
features of safer-gambling tools with customers through
marketing campaigns focusing on safer gambling and
self-help measures allowing them to take control to better
manage their own risk profile. This work will continue
in 2025/26 with a renewed focus of customers using the
safer-gambling app.
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ESG & Safer Gambling
Committee Report
Legislative changes
The business continued its focus on the Gambling Act
review changes in respect to new online slot staking limits,
financial risk assessments and improving direct marketing
preference controls.
The Committee received several updates on the same
throughout the year on how regulatory developments would
impact customers and was able to assess management’s
response to the opportunity and risk these developments
presented.
Operational changes to the online maximum stakes
limits (£5 maximum staking per spin, £2 for under 25’s)
were made to comply with legislation effective April
2025. Changes to online marketing preferences to allow
customers to select market preferences for each product
vertical (casino, bingo and sports) were made in May 2025.
Safer gambling horizon scanning and industry
collaboration
The Committee regards safer gambling as a high priority
topic for the Company’s stakeholders and an important
part of its work is to consider their views on the Company’s
approach.
See page 71 on safer gambling in the 2025 Sustainability
Report and Sustainability page 78.
The Committee recognises that the Company cannot
simply look at the initiatives it has in-train as a reaction to
regulation, but must also proactively consider customer,
regulator, colleague, shareholder, political and wider public
sentiment in its plans. The Committee receives regular
reports from the Director of Corporate Affairs and Investor
Relations to ensure that it remains up to date on external
sentiment, influences, developments and political change.
It challenges the business to ensure that it considers such
views in all projects and initiatives across all workstreams.
During 2024/25 the Director of Corporate Affairs and
Investor Relations presented regular updates on progress
of the Government’s White Paper proposals on gambling
legislative and regulatory reforms. Following a change of
Government, and some delay, the first Statutory Instruments
for proposed land-based casino reforms were laid before
Parliament in April and May 2025 and came into force on 22
July 2025.The Committee continues to consider stakeholder
views and those of the industry and media during ongoing
consultations and any legislative developments.
Rank’s contributions to the Government’s review have also
extended to shaping responses from the Casino Chapter
within the Betting and Gaming Council (BGC’), the BGC
itself and the Bingo Association, all of which are important
voices in respect of regulatory change. We continue to
have representation on the Bingo Association and BGC’s
committees and their working groups, including all
those specific to land-based gaming. We recognise the
importance of our contributions aligning with our industry
peers and we work hard to ensure that Rank’s proposals and
arguments are in tune with our peers.
Research, Prevention and Treatment (RPT)
During 2024 Rank upheld its voluntary commitment to RPT
(Research, Prevention and Treatment) and for 2025 is to
pay a new statutory levy to the Gambling Commission to
fund RPT research.
During the year the business received a report on gambling
research through the University of Liverpool, the funding of
the YGAM educational programme for a sixth consecutive
year and the making of a direct payment towards GamCare
for its ongoing work in treatment of gambling-related harm.
ESG & Safer Gambling Committee evaluation
It is incumbent on the Board, to ensure that a formal and
rigorous review of the effectiveness of the Committee
is conducted each year. This year, Rank’s evaluation
exercise focused at the Board level, facilitated externally by
Lintstock Limited. As part of the process, questionnaires
were circulated on whether the Committee was operating
effectively.
The Committee’s work was rated very positively. It was
commented that the structure and content of the meetings
were improving, with greater clarity of the papers thereby
enabling the Committee to focus on the right areas and to
engage in meaningful debates.
The Committee’s progress against last year’s actions and
focus for the year ahead are set out below.
Focus areas for 2024/25
The focus areas for 2024/25 were:
1.
Ongoing evolution around ESG planning, targeting,
measurement and reporting was seen to be required
with progress on refining KPIs and monitoring player
protection KPIs being key priorities.
2.
A broad review of current market practices and
considerations on safer gambling is to be undertaken to
assist on industry understanding.
3. The Committee was to be supported with additional
training on environmental considerations in order to
obtain a clearer focus.
4.
Double materiality was to be considered and the
Committee was to be supported to understand fully the
implications for the Group.
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Progress made during 2024/25
The Committee had:
1.
Monitored the evolution of KPI targets and had
considered options concerning metrics for safer
gambling.
2.
Overseen the ongoing work on developing player
protection KPIs and considered competitors’ key data to
benchmark performance.
3. Sought to verify the quality of ESG metric data and
had encouraged management to develop an Executive
Summary to assist with this.
4.
Considered how assurance of KPI data was to be
achieved. The assurance process had been agreed with
the assistance of Internal Audit and the Audit Committee.
A roadmap for 2026 and 2027 assurance had also been
laid out.
5.
Reviewed the progression of Double Materiality
Assessment (See Sustainability, Double materiality
assessment pages 67 to 69).
6. Noted the proposals for training on carbon emissions for
Committee and Board members.
7.
Reviewed the proposals by management to make ESG
relevant to the daily activities of employees in a way that
would drive a competitive advantage and benefit the
business and relevant stakeholders.
Focus areas for 2025/26
The focus areas for 2025/26 were:
1.
Committee members would benefit from focused training
in connection with safer gambling which would take into
account the operating procedures of industry peers and
the KPIs used to measure performance.
2.
Safer gambling metrics were to be analysed through a
deep dive which was to include peer review. Selecting
the right metrics was important and would help with
performance and stakeholder engagement.
3. The issue of culture and community as a remit of the
Committee was to be reviewed with consideration to
tightening the Committee’s scope.
In conclusion
Rank recognises the importance of ESG across all its
operations and wishes to ensure it creates a sustainable
and resilient business which operates in the interests of all
our stakeholders.
By working closely with our Board colleagues and all of
Rank’s committees, the Committee is looking to include
ESG into all relevant areas of the business. The increased
clarity to measure progress through the KPI measures will
be critical to aid the Committee in ensuring Rank remains
aligned to its strategy and protects and grows shareholder
value.
We remain committed to providing a safe gambling
environment for customers to enjoy the services that we
offer. We aim to work constructively with regulators to
ensure ongoing compliance with regulatory requirements.
We continue to develop a collaborative approach to safer
gambling matters such as improving the identification
of vulnerable customers. As Rank continues to focus and
strengthen its cultural values throughout the organisation
this will ensure that safer gambling underpins all aspects
of our decision-making.
On behalf of the Committee, I look forward to reporting
on the continued progress that is being made and will
be happy to answer any questions on this report at the
forthcoming Annual General Meeting.
Katie McAlister
Chair of the ESG & Safer Gambling Committee
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Finance & Disclosure Committee Report
The Committee has focused
on material contracts, capital
investment in venues, the
updating and expansion of
gaming machines and Rank’s
investment in technology.
Alex Thursby
Chair of the Finance & Disclosure Committee
Committee membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table on
page 125.
Role and responsibilities
The Finance Committee is
authorised by the Board to
approve capital expenditure,
make financing decisions
and approve contractual
commitments for the Group
up to authorised limits. It also
approves all of the Group’s
insurance cover and reviews
Non-Executive Director fees.
The Committee acts as the
Board’s Disclosure Committee
for the purposes of the Market
Abuse Regulation, considers
the materiality of information
and determines disclosure
obligations on a timely
basis of all such information
to regulatory authorities
including the London Stock
Exchange.
Key activities during the year
Approved regulatory releases
and financial statements
and disclosures (on authority
delegated from the Board).
Reviewed and approved
matters relating to key
contracts and spend
proposals.
Contracts reviewed included
lease extensions for venues,
F&B contracts, D&O insurance,
the supply of new gaming
machines and data systems
agreements.
Reviewed and approved
refurbishment plans for
venues.
Reviewed and approved
proposals for the Group’s
insurance renewals.
Reviewed Non-Executive
Director fees and, following
careful consideration,
recommended market-
rate increases. See the
Remuneration report on
page 154 to 157 for more
information.
Reviewed the Committee’s
terms of reference.
Monitored progress during the
year against the Committee’s
agreed actions following the
Committee Evaluation survey.
Provided oversight of
subsidiary board composition,
reviewed directorships
and ensured compliance
requirements for board
composition were met locally.
Reviewed and recommended
capital expenditure which falls
within the approval limits of
the Board.
The formal terms of reference
of the Committee are available at
www.rank. com or by written request
to the Company Secretary who acts as
secretary to the Committee. The terms of
reference were reviewed by the Board on
14 August 2024.
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Estate management
During the year under review, the Committee focused on
reviewing and approving executive proposals relating to
estate management including lease renewals in line with
the Group’s strategic plan.
Capital investment and material contracts
The Committee discussed and considered key agreements
and investment proposals, cognisant of the need to ensure
alignment with the Group’s strategic plans.
It reviewed and approved capital investments in the year
to drive growth. This included new contracts with existing
gaming machine suppliers for new machines, as well as
new agreements with new suppliers to broaden the choice
available to the Group’s customers.
Venue investment plans were reviewed, challenged and
approved. Local venue and local market strategies were
examined.
Finance Committee evaluation
It is incumbent on the Board to ensure that a formal and
rigorous review of the effectiveness of the Committee is
conducted each year.
This year, Rank’s evaluation exercise focused on the Board,
facilitated externally by Lintstock Limited (further details
of which can be found on page 120). As part of the process,
a bespoke questionnaire focusing on the effectiveness of
the Committee was produced and circulated.The responses
received provide strong support for the work of the
Committee.
Dear Shareholders,
During the year, the Committee continued
to provide an important level of oversight
for material contracts and business projects,
estate management and other approvals
in accordance with its delegated level of
authority, considering all critical issues
ahead of their presentation to the Board.
The Committee’s progress against last year’s actions are set
out below.
Progress on 2024/25 agreed focus areas during
the year.
Agreed action
On capital allocation, the Committee will consider
discussing capital allocation and how Rank thinks about
appropriate investment hurdles.
On financial disclosures and the involvement of the Audit
Committee Chair, the Committee will invite the Audit
Committee Chair to attend disclosure-related meetings to
provide valued insight and knowledge.
Progress made during 2024/25
The Group is delivering strong returns on investment from
its growth investment programmes, with payback in three
years or less. Management liaised frequently with investors
on calls and in meetings throughout the year including
following the publication of the HY and FY results.
The Board approved the Capital Allocation Policy in
January 2025 following input from the Committee, which
considered investor feedback.
The Committee applied the relevant Group Strategic
Plan and Capital Allocation Policy in its review of capital
investment proposals.
The Audit Committee Chair attended quarterly Committee
meetings at which trading updates were reviewed and
approved.
Focus areas for 2025/26
The Committee evaluation concluded that the Finance
Committee fulfilled its function and operated effectively
supported by papers which were of good quality.
Agreed action
The Committee shall continue to focus on promoting good
dialogue with shareholders and prioritising investment in
the areas that are delivering best overall returns.
Alex Thursby
Chair of the Finance & Disclosure Committee
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Committee membership
and meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on page 125 of this report.
Role and responsibilities
The role of the Committee
is primarily to assist
the Board in setting the
remuneration packages
for the Company’s
Executive Directors and
other Executive Committee
members. Its key
responsibilities are to:
Set the Remuneration Policy.
Ensure that the
Remuneration Policy
aligns the interests of
management with those of
shareholders.
Within the terms of the
Remuneration Policy
(as applicable) and in
consultation with the Chair
and/or Chief Executive as
appropriate, determine
the total individual
remuneration package of
each Executive Director and
other Executive Committee
members.
Approve the design of,
and determine targets for,
any performance-related
pay and share incentive
plans for approval by the
Board and shareholders (as
appropriate) and the total
annual payments made
under such plans.
Review pay and conditions
across the Group and the
alignment of incentives and
rewards with culture.
Key activities during the
year
Implemented the new
Remuneration Policy
approved by shareholders
at the 2024 AGM.
Determined the
achievement of the
2024/25 annual bonus and
confirmed the vesting of the
2022 LTIP award issued in
2022/23.
Determined the targets for
the 2025/26 annual bonus
and the 2025 LTIP award
to be issued in 2025/26 –
including the adoption of
a capital efficiency metric
in the LTIP to reflect the
Group’s strategic focus on
driving return on investment.
Maintained an external
perspective with regular
remuneration market
reviews from advisors.
Continued to keep the wider
workforce remuneration
arrangements under review.
Reviewed the operation and
continued appropriateness
of the four ESG KPIs,
including the process
around assurance of ESG
metrics and measurement
of achievement in the
performance range.
Reviewed the performance
of the Remuneration
Committee’s advisors
appointed in 2023/24.
Remuneration Committee Report
The Committee’s decision-
making on remuneration design
has ensured that the remuneration
framework drives delivery of our
strategy, our financial performance
and the achievement of our ESG
objectives. We are pleased to see
the improvement in company
performance reflected in incentive
outcomes, thereby aligning with
the interests of shareholders and
stakeholders over the financial year.
Lucinda Charles-Jones
Chair of the Remuneration Committee
The formal terms of reference
of the Committee are available
at www.rank.com or by written
request to the Company Secretary.
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Overview of 2024/25
Business performance continued to improve in 2024/25,
with all business units delivering like-for-like (LFL) revenue
and operating profit growth. The Group’s underlying
operating profit of £63.7m was ahead of expectations and up
significantly on the prior year. This improved profit position
was driven by the targeted investments we have made in our
products, venues and people, and the strong growth we have
secured as a result.
Revenue has grown in all businesses, with particularly strong,
double-digit growth in Grosvenor and digital, where most
significant investment has been targeted. Cost headwinds
as referenced on page 32 of this report have been absorbed
whilst our teams have been leveraging the benefits of our
proprietary platforms with new apps, products and content
firmly aligned to our commitment to offering seamless, cross-
channel experiences to improve our customer proposition.
After returning to profitability last year for the first time
in several years, Mecca continued to grow on a LFL basis,
supported by selected investments in gaming machine areas
and external signage schemes, with the rationalisation of our
estate all but complete and our venues increasingly vibrant.
Enracha’s continued strong LFL revenues growth provided
clear evidence that investment in our electronic offering
is driving Spanish customer visits and increased spend
in our venues.
The focus on safer gambling continues through better use
of technology, improved risk management processes and
the further development of colleague skillsets. Our overall
employee engagement score increased significantly, a clear
endorsement of the investment we are continuing to make
in our colleagues across the Group. Our environmental
impact, measured by CO
2
emissions reduction, improved
ahead of target for the year – demonstrating the progress in
embedding our approach to ESG.
Base salary
The Committee reviewed Executive Director and
Executive Committee pay during the year, as well
as the overall increase for the wider workforce. The
Committee was mindful of continuing general cost
pressures, (including the ongoing impact of increases
to the UK national minimum wage and employer
national insurance rates impacting employment
costs) and challenges experienced throughout the
year, in particular around talent retention across the
hospitality and leisure sectors in which we compete.
The Committee also took into the account the preference
of the Executive Directors not to receive a salary increase
given the overall inflationary pressures on the business
and therefore determined not to increase the salaries for
both Executive Directors. This reflected management’s
approach to not increase salaries for Executives and senior
leaders. The average overall increase across the total
workforce was 4.4% with effect from 1 April 2025.
2024/25 annual bonus plan
At the start of the year, the Committee set challenging
performance targets, against which the business has
delivered a strong set of results – with both earnings and
revenue growth outcomes significantly ahead of the targets
set for the year. The Committee carefully considered
financial performance, the good progress made against
ESG targets and reflected on broader performance in the
round in determining bonus outcomes. The Committee is
therefore comfortable that the bonus outcome of 93.75%
of maximum is reflective of the strength of business
performance, strong delivery by the management teams
and wider stakeholder experience during the year and is
not proposing to exercise any discretion over this outcome.
This will result in a bonus of £905,080 to John O’Reilly
(of which £353,412 is deferred in shares for a further two
years) and £482,330 to Richard Harris (of which £177,450 is
deferred in shares for a further two years). The Committee
agreed that the bonus payments were commensurate with
the financial and non-financial performance and contribution
demonstrated through the year. In addition to being fair
and reasonable in the context of the overall business
performance, the Committee noted that the bonus payments
were consistent with the principles applied when determining
payments under bonus plans elsewhere in the Group.
Further details of measures and outcomes are disclosed on
page 160 of this report.
Dear Shareholders,
On behalf of the Board, I am pleased to
present Rank’s Remuneration Committee
Report for the year ended 30 June 2025.
The Report has been prepared in accordance
with the large- and medium-sized Companies
and Groups (Accounts and Reports)
(Amendment) Regulations 2013 (as amended)
(the ‘2013 Regulations’). It comprises my
Annual Statement and our Annual Report
on Remuneration (which is presented in
line with the Directors’ Remuneration Policy
(‘Policy’) approved by shareholder vote at the
2024 Annual General Meeting), and available
on our website (www.rank.com). The Annual
Report on Remuneration will be subject
to an advisory vote at the 2025 Annual
General Meeting.
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2025 Annual Report
155
Governance Report
2022 Long Term Incentive Plan (‘LTIP’) award
Despite the strong performance of the business over
2024/25, performance against the LTIP metrics set at the
start of the 2022/23 financial year was below threshold,
other than on the Digital NGR metric. This element will vest
at 26% of maximum, leading to an overall vesting outcome
of 2.6% of maximum for the 2022 LTIP award based on
performance over the three financial years from 2022/23 to
2024/25.
The Committee is comfortable that the LTIP outcome of
2.6% of maximum is reflective of the business performance
and wider stakeholder experience during the three-year
performance period and is not proposing to exercise any
discretion over this outcome.
Workforce engagement
As well as being Chair of this Committee, I am also the
Non-Executive Director with designated responsibility for
workforce engagement. This subject is covered in more
detail on page 128 of this report.
Each year, I host workforce engagement sessions across
Rank, meeting a broad range of colleagues from different
parts of the business. The sessions enable colleagues to
ask questions and share feedback, particularly around pay
and benefits, in my capacity as Chair of the Remuneration
Committee. Colleague feedback has been incorporated into
the current engagement framework and the overarching
‘You Said, We Did’ framework that the teams across Rank
use. I regularly talk with the Chief People Officer, Hazel
Boyle, to discuss management’s actions and outcomes.
Feedback from NED Workforce Engagement Sessions
has also been shared with the broader Board, ensuring
that colleagues’ perspectives are considered during our
discussions and decision-making processes. Additionally,
these updates have been disseminated to the respective
business unit leadership teams.
The Chief Executive also responds to questions from
colleagues in relation to executive remuneration and the
company’s overall pay approach during his regular town
hall sessions, helping to maintain transparency and open
dialogue across Rank.
While the workforce engagement sessions have a specific
agenda, they are just one part of a wider workforce
listening and engagement strategy which was formalised
in 2023/24 and updated in January 2025. The sessions,
along with other listening opportunities, reflect Rank’s
ongoing commitment to ensuring our colleagues have
meaningful ways to share their views. This includes input
on topics such as pay, benefits and incentives, helping to
shape individual rewards and our overall employee value
proposition, ‘Work. Win. Grow’.
2025/26 annual bonus plan
In accordance with the Policy the maximum bonus
opportunity for the Chief Executive Officer for 2025/26
will be 175% of salary, and 135% of salary for the Chief
Financial Officer.
The metrics will remain unchanged from 2024/25, with
75% based on adjusted Earnings Before Interest and Tax,
10% based on net gaming revenue, and the remaining 15%
based on a combination of quantitative ESG metrics. The
Committee considers that this balance is appropriate to
drive short-term delivery across our key financial and non-
financial success factors.
Recognising the importance for our business and investors,
a safer gambling underpin will continue to apply for the
entirety of the annual bonus, and the Committee will
continue to step back to consider performance in the round
in determining bonus outcomes.
2025 LTIP award
It is intended that a 2025 LTIP award will be made to
Executive Directors at a maximum opportunity of 175% of
salary for the Chief Executive Officer and 135% of salary
for the Chief Financial Officer (in line with the Policy).
Awards will be subject to performance over three years
against relative total shareholder return (‘TSR’), underlying
earnings per share (‘EPS’), and a newly introduced LTIP
metric: underlying return on capital employed (‘ROCE’).
TSR will be weighted 40%, 20% against a customised
relevant peer group from the gambling and leisure
sectors and 20% against the FTSE 250 index (excluding
investment trusts), while EPS and ROCE will be weighted
30% each. As we increase the pace of investment in our
business, in particular to capitalise on the opportunity
presented by the casino reforms, we also recognise the
need to evolve our LTIP performance metrics to reflect the
importance of delivering strong returns on investment.
Remuneration Committee Report
156
The Rank Group Plc
2025 Annual Report
Looking ahead
Following the successful implementation of the new policy,
the focus for the coming year will be ensuring that we
continue to set stretching yet realistic targets under our
incentive programmes in the context of continued strong
growth momentum and earnings. Our bonus and LTIP
should motivate and retain senior leadership while driving
the right performance and behaviours and ensuring that
pay-outs for our executive team are consistent with the
overall experience of our shareholders. The Committee will
also continue its work with the ESG and Safer Gambling
Committee to evolve the elements in the incentive
programmes that support Rank’s ESG approach.
The Committee will continue to provide clarity on how pay
and performance is reported at Rank and how decisions
made by the Committee support the strategic direction
of the Group. We remain open to investor views on
remuneration.
I look forward to receiving your support at our 2025 Annual
General Meeting, where I will be available to respond to
any questions shareholders may have on this report or in
relation to the Committee’s activities during the year.
Lucinda Charles-Jones
Chair of the Remuneration Committee
To align with our commitment
to drive sustainable growth and
deliver long-term value to our
shareholders, we have introduced a
return on capital employed (ROCE)
metric into our LTIP framework.
Historically, our LTIP has been
weighted 60% towards earnings per
share (EPS), a growth metric which
has been instrumental in driving
performance and aligning executive
rewards with shareholder interests.
The evolution in our LTIP metrics to
be equally weighted to a growth
metric (30% EPS) and a return metric
(30% ROCE), while retaining the 40%
weighting towards total shareholder
return, further aligns the interests of
our senior leaders with those of our
shareholders, supporting a culture
of accountability and long-term
value creation.
Lucinda Charles-Jones
Chair of the Remuneration Committee
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2025 Annual Report
157
Governance Report
Remuneration at a glance
2024/25 outcomes
Key metrics for annual bonus plan 2024/25
Actual
Outcome achieved
(% maximum)
Net gaming revenue
£795.3m
90%
Underlying operating profit
£63.7m
100%
Environmental, Social and Governance (ESG) measures
3 of 4 bonus KPIs achieved above target
65%
2024/25 Bonus outcome
93.75% of maximum
Key metrics for 3-year LTIP awarded in 2022
Actual
Outcome achieved
(% maximum)
3-year total shareholder return
0.7%
0%
Underlying earnings per share
9.1p
0%
Group EBIT margin
8.0%
0%
Venues net gaming revenue
£559.6m
0%
Digital net gaming revenue
£235.7m
26%
2022 LTIP vesting on 2024/25 outcomes
2.6% of maximum
Aligning incentives with strategy
Plan
Measures for 2024/25
Strategic Pillars
Annual bonus
Adjusted EBIT, NGR & ESG KPI’s.
1, 2, 3, 4, 5
Long-term incentive
Underlying earnings per share and
relative total shareholder return
1, 2, 3, 5
Aligning outcomes with the wider workforce
Plan
Executive Directors
Management
All employees
Salary
0% increase in salary for the Chief Executive
in April 2025.
0% increase in salary for the Chief Financial
Officer in April 2025.
The average increase in salary
applied in April 2025 across the
Group was 1.6%.
The average increase in salary
applied in April 2025 across the
Group was 4.4%.
Annual bonus
Bonus for the year ended 30 June 2025
aligned to adjusted EBIT, NGR and ESG
outcomes, with a safer gambling underpin.
Bonus for the year ended 30 June
2025 aligned to adjusted EBIT,
NGR and ESG outcomes, with a
safer gambling underpin.
Bonus for the year ended 30 June
2025 aligned to adjusted EBIT and
scorecard measures, including
employee engagement and safer
gambling.
Long-term
incentive
2022 LTIP award vesting based on outcomes
for the three-year performance period ended
30 June 2025 of relative TSR, EPS and strategic
objectives targets.
2022 LTIP award vesting based
on outcomes for the three-year
performance period ended 30
June 2025 of relative TSR, EPS and
strategic objectives targets for
eligible senior leadership.
Not applicable.
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The Rank Group Plc
2025 Annual Report
Annual Report on Remuneration
The Directors’ Remuneration Report has been prepared on behalf of the Board by the
Committee, under the chair-ship of Lucinda Charles-Jones.
This section sets out how the Policy (which was approved by shareholders at the AGM on 17 October 2024 and is available
on our website www.rank.com) was implemented in 2024/25.
The Committee has applied the principles of good governance set out in the FRC’s UK Corporate Governance Code 2018
and, in preparing this report, has complied with the requirements of the 2013, 2018 and 2019 regulations. The Company’s
external auditor is required to report to shareholders on the audited information contained in this report and to state
whether, in its opinion, it has been prepared in accordance with the 2013 Regulations.
Executive Directors’ single remuneration figure (Audited)
The table below presents a single remuneration figure for each Executive Director for the years ended 30 June 2025 and
30 June 2024 in respect of performance during the years ended on those dates.
2024/25
Fixed pay
(£)
Performance pay
(£)
2024/25
total
remuneration
(£)
Salary/fees
Benefits
1
Pension
Total fixed
Cash bonus
Deferred
bonus
2
LTIP award
vesting
3
Total
variable
John O’Reilly
551,668
24,818
16,363
592,848
551,668
353,412
47,005
952,085
1,544,933
Richard Harris
381,100
14,845
11,246
407,191
304,880
177,450
24,163
506,493
913,685
1.
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris) and private medical insurance.
2. In accordance with the Policy any bonus exceeding 100% of John O’Reilly’s salary and 80% of Richard Harris’s salary will be deferred into shares for two years.
3.
Relates to the 2022 award due to vest at 2.6% of maximum based on the performance period ending 30 June 2025, resulting in 35,342 shares due to vest for John O’Reilly and
18,168 shares due to vest for Richard Harris on 29 September 2025. The value shown is an estimate calculated by multiplying the number of shares due to vest by the closing share
price on 30 June 2025 (£1.33). The value shown includes an amount in respect of appreciation of the share price since the award date of £20,274 for John O’Reilly and £10,422 for
Richard Harris, compared to the average share price at the original grant date (£0.76).
2023/24
Fixed pay
(£)
Performance pay
(£)
2023/24
total
remuneration
(£)
Salary/fees
Benefits
1
Pension
Total fixed
Cash bonus
Deferred
bonus
LTIP award
vesting
2
Total
variable
John O’Reilly
539,617
25,075
16,001
580,693
542,841
nil
nil
542,841
1,123,534
Richard Harris
372,775
14,554
10,996
398,325
300,002
nil
nil
300,002
698,327
1.
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris) and private medical insurance, updated from £25,311 and £14,526 for John O’Reilly and
Richard Harris respectively to reflect the final benefit cost for 2023/24.
2. LTIP figures have been updated to reflect the value of LTIP vesting based on the performance period ending in 2023/24.
Base salary (Audited)
The Committee reviewed the Executive Director base salaries during the year under review, taking into the account the
preference of the Executive Directors not to receive a salary increase given the overall inflationary pressures on the
business, and determined that no salary increases would be awarded to the Executive Directors. The salaries for both John
O’Reilly and Richard Harris were maintained at their current level with effect from 1 April 2025, below the overall average
salary increase awarded to the wider workforce (4.4%).
Director
30 June 2025
1 April 2025
1 April 2024
% change
John O’Reilly
£551,668
£551, 668
£551,668
0%
Richard Harris
£381,100
£381,100
£381,100
0%
Taxable benefits (Audited)
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris), and private medical insurance. In
addition, life insurance and long-term disability are provided. There were no changes to benefit entitlements during the
year. Any variations in company cost mainly reflect usage or insurance policy premium inflation.
Pension (Audited)
Both John O’Reilly and Richard Harris receive payments in lieu of pension at the Company contribution rate available to
most of our UK employees (3% of salary less the qualifying earnings band – lower earnings limit).
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159
Governance Report
Executive Directors’ service contracts (Unaudited)
Copies of the Executive Directors’ service contracts are available for inspection at the Company’s registered office. Service
agreements outline the components of remuneration paid to the individual Executive Director but do not prescribe how
remuneration levels may be adjusted from year to year.
Length of service (as at 30 June 2025) for Executive Directors who served on the Board during the year, together with the
date of their respective service agreements, is as follows:
Position
Name
Date of contract/
Commencement date
Length of Board service
Chief Executive
John O’Reilly
30 April 2018/ 7 May 2018
7 years 2 months
Chief Financial Officer
Richard Harris
20 December 2021/ 1 May 2022
3 years 2 months
Annual bonus plan (Audited)
The maximum annual bonus opportunity for the Executive Directors in 2024/25 was 175% of salary and 135% of salary
for the CEO and CFO respectively. Target bonus was 50% of the maximum opportunity. The 2024/25 annual bonus was
based on adjusted Group Earnings Before Interest and Tax (adjusted EBIT), net gaming revenue, and a selection of
Environmental, Social and Governance (ESG) measures.
Measure
Weighting
Performance targets
Bonus outcome (% of
maximum)
1
Threshold
Target
Maximum
Actual
performance
Actual
Weighted
Adjusted EBIT
2
75%
£51.8m
£57.5m
£63.3m
£63.7m
100%
75%
Net gaming revenue
3
10%
£725.2m
£
763.4m
£801.6m
£795.3m
90%
9%
ESG
4
15%
Committee assessment based on 4 equally
weighted Environmental, Social and Governance
(‘ESG’) key performance indicators shown below
65%
9.75%
• Employee opinion survey (‘EOS’)
7.6
8.0
8.4
8.3
• Employee NPS score on Rank’s approach to
safer gambling (‘eNPS on SG’)
67
70
73
72
• Customer survey response on questions
related to Rank’s approach to safer
gambling
81%
85%
89%
84%
• Delivery of the environmental carbon
emissions plan
5
Reduction
of 3,508
tCO
2
e
Reduction
of 4,604
tCO
2
e
Reduction
of 5,796
tCO
2
e
Reduction
of 5,520
tCO
2
e
Total
100%
93.75%
1.
Bonus payout determined on a straight-line basis (rounded down to nearest whole percent achieved) between threshold to target and target to maximum.
2.
Further details on adjusted EBIT as an alternative performance measure can be found on page 42 of this report.
3.
Further details on net gaming revenue (‘NGR’) as an alternative performance measure can be found on page 42 of this report.
4.
Full details of our approach to ESG can be found on pages 66 to 93 of this report.
5.
The measure of employee engagement for 2024/25 is based on the average EOS score on a scale of 1-10, with a score of 10 representing the most engaged. The outcome of 8.3
represents an increase of 0.4 over the year and is equivalent to an employee engagement net promoter score (‘NPS’) of +50, compared to +39 last year.
Performance against the measures above would result in a bonus for the Executive Directors as follows:
Director
Maximum
opportunity
(% of salary)
Maximum
opportunity
(£)
% of
maximum
payable
Total bonus
Bonus paid
in cash
Deferred
shares
John O’Reilly
175%
£965,419
93.75%
£905,080
£551,668
£353,412
Richard Harris
135%
£514,485
93.75%
£482,330
£304,880
£177,450
An underpin is in place whereby the Committee can reduce any bonus award, including to zero, for weaknesses in control
systems including safer gambling practices, lack of progress against key initiatives in the year, or as a consequence of
enforcement actions.
Prior to approving the 2024/25 bonus outcome, the Committee discussed whether or not the outcome was deemed fair
and reasonable in the context of the Company’s overall business performance, internal consistency with bonuses across
the Group, and the controls environment assessment, including safer gambling, over the year. Following discussion, it was
satisfied that the bonus was appropriate, and no discretion has been exercised over the outcomes.
Annual Report on Remuneration
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2025 Annual Report
Long-term incentives and outcomes (Audited)
The 2020 long-term incentive scheme remains in place for the Executive Directors and other senior management with
awards normally granted annually.
2022/23 LTIP award
The tables below summarise performance against the targets of the 2022 LTIP which was awarded on 29 September 2022,
and the outcome for the Chief Executive and Chief Financial Officer:
Measure
Weighting
Performance targets
Vesting
(% of
maximum)
Threshold
Stretch target
Outcome
Total shareholder return
1
40%
Median
Outperform median by 25
percentage points
Below
median
0%
Earnings per share
30%
11.8p
18.3p
Below
threshold
0%
Strategic measures
30%
Committee assessment based on 3 equally weighted
key performonce indications shown below
Group EBIT margin (%)
11%
14%
Below
threshold
0%
Venues net gaming revenue (£m)
£565m
£610m
Below
threshold
0%
Digital net gaming revenue (£m)
£235m
£290m
£235.7m
2.6%
Total
100%
2.6%
1.
Total shareholder return (TSR) is measured relative to a comparator group of five companies (Evoke (formerly known as 888 Holdings), Flutter Entertainment, Entain (formerly
known as GVC), Betsson and Playtech). Kindred delisted over the performance period and is therefore excluded from the TSR calculation.
Based on the performance detailed in the above table, the award will vest at 2.6% of maximum on 29 September 2025
(subject to continued service to that date).
Director
Number of
shares
awarded
% vesting
Number of
shares
vesting
John O’Reilly
1,361,713
2.6%
35,342
Richard Harris
700,026
2.6%
18,168
2024/25 LTIP granted during the year (annual award)
The 2024 LTIP award was granted on 18 October 2024 to John O’Reilly and Richard Harris and will vest based on
performance over a three-year period ending on 30 June 2027. The performance measures and targets for the award were
set by the Committee in August 2024, prior to the grant.
Director
John O’Reilly
(Chief Executive)
Richard Harris
(Chief Financial Officer)
Plan
2020 LTIP
2020 LTIP
Date of grant
18 October 2024
18 October 2024
Face value at grant (% of salary)
175%
135%
Face value at grant (£)
£965,419
£514,485
Share price at grant
86.64p
86.64p
Number of shares comprised in award
1,114,288
593,819
Performance period
1 July 2024 to 30 June 2027
1 July 2024 to 30 June 2027
Earliest vest date
24 September 2027
24 September 2027
Vesting of the award is conditional based on the following performance measures:
40% of the award vests by reference to relative total shareholder return (‘TSR’) performance condition, measured equally
against (i) a customised relevant comparator group from the gambling and broader leisure sectors consisting of ten
companies: Entain Plc, Evoke plc, Fuller, Smith & Turner P.L.C., The Gym Group plc, Hollywood Bowl Group plc, JD
Wetherspoon plc, Loungers plc, Marston’s PLC, Mitchells & Butlers plc, and Playtech Plc, (subsequently reduced to
nine following the delisting of Loungers plc) and (ii) companies constituting the FTSE 250 Index (excluding Investment
Trusts).
60% of the award vests by reference to underlying earnings per share (‘EPS’) growth.
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161
Governance Report
Annual Report on Remuneration
Straight-line vesting applies for all metrics between threshold and stretch. The level of vesting agreed by the Committee
will take into consideration the Company’s overall business performance, including the controls environment and any
current or impending safer gambling sanction.
Metric
Weighting
Threshold target
Stretch target
Threshold vesting
(25% of maximum)
Total shareholder return
40%
Median
Outperform median
by 25 percentage
points
10%
Earnings per share
60%
9.7p
12.2p
15%
Total
100%
25%
Non-Executive Directors’ single remuneration figure
The table below presents a single remuneration figure for each Non-Executive Director determined in accordance with the
2013 Regulations for the years ended 30 June 2025 and 30 June 2024 in respect of performance during the years ended on
those dates.
Non-Executive Director
30 June 2025
30 June 2024
Chew Seong Aun
1
nil
nil
Lucinda Charles-Jones
£62,830
£61,000
Keith Laslop
2
£53,560
£43,333
Katie McAlister
£62,830
£61,000
Christian Nothhaft
1
nil
nil
Alex Thursby
£180,250
£175,000
Karen Whitworth
£69,010
£67,000
1.
Chew Seong Aun and Christian Nothhaft do not receive any payment for their roles as Non-Executive Directors. Chew Seong Aun resigned from the Board on 2 December 2024 and
was replaced by Christian Nothhaft who was appointed from that date.
2. Keith Laslop joined the Board on 1 September 2023.
These fee amounts are within the maximum annual aggregate amount of £750,000 currently permitted by the Company’s
Articles of Association. Non-Executive Directors are entitled to receive fees and reasonable expenses only. Details of fees
received are provided on page 171 of this report.
Non-Executive Directors’ service contracts (Unaudited)
All Non-Executive Directors have letters of engagement setting out their duties and the time commitment expected. They
are appointed for an initial period of three years, after which the appointment is renewable by mutual consent at intervals
of not more than three years. Non-Executive Directors’ appointments are terminable without compensation. The Chair’s
appointment is terminable on three months’ notice. In accordance with the Corporate Governance Code 2018, all Directors
offer themselves for annual re-election by shareholders. The date of appointment of each Non-Executive Director who
served during the year is set out in the table below.
Non-Executive Director
Original date of
appointment to the
Board
Date of letter of
engagement
Total length of service
Lucinda Charles-Jones
22 June 2022
22 June 2022
3 years
Keith Laslop
1 September 2023
16 August 2023
1 year 9 months
Katie McAlister
28 April 2021
26 April 2021
4 years 2 months
Alex Thursby
2
1 August 2017
21 August 2019
7 years 11 months
Karen Whitworth
4 November 2019
4 November 2019
5 years 7 months
Christian Nothhaft
2
2 December 2024
29 November 2024
7 months
1.
Alex Thursby has a letter of engagement dated 21 August 2019, which is effective from 17 October 2019 and replaced his original non-executive letter of engagement dated 21 June
2017.
2. Christian Nothhaft joined the Board and has a letter of engagement dated 29 November 2024 which is effective from 2 December 2024.
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2025 Annual Report
Historic Chief Executive pay, and total shareholder return chart (Unaudited)
The tables below show former and current Chief Executive total remuneration over the last ten years, and their achieved
annual variable and long-term incentive pay awards as a percentage of the maximum. The first table includes full vesting of
the 2017/18 LTIP in 2020/21 (notwithstanding that it is only accessible to the Chief Executive in accordance with a three-
year vesting schedule):
John O’Reilly
(from 7 May 2018)
Single figure of total
remuneration¹
Annual bonus payout
(% of maximum)
LTIP vesting rates
(% of maximum)
2024/25
(12 months)
£1,544,933
93.75%
2.6%
2023/24
(12 months)
£1,123,534
65.6%
0%
2022/23
(12 months)
£620,488
4.5%
0%
2021/22
(12 months)
£584,760
0%
0%
2020/21
1
(12 months)
£743,329
0%
6.1%
2019/20
1
(12 months)
£552,238
0%
n/a
2018/19
(12 months)
£580,328
0%
n/a
1.
Along with the other Executive and Non-Executive Directors, John O’Reilly volunteered a 20% reduction in salary with effect from 1 April 2020 until 15 August 2020. His contracted
salary continued to be used for the purposes of insured benefits.
Henry Birch
(from 6 May 2014 until 7 May 2018)
Single figure of total
remuneration
Annual bonus payout
(% of maximum)
LTIP vesting rates
(% of maximum)
2017/18
(10 months)
£487,006
0.0%
n/a
2016/17
(12 months)
£2,054,662
63.2%
37.5%
2015/16
(12 months)
£932,639
80.0%
n/a
Total shareholder return
(Source: Datastream)
This graph shows the value, by 30 June 2025, of £100 invested in The Rank Group Plc on 30 June 2015, compared with
the value of £100 invested in the FTSE 250 excluding Investment Trusts on the same date. This index has been chosen
to align with how we assess 50% of our TSR performance under the LTIP, the other 50% being against a customised
relevant comparator group from the gambling and broader leisure sectors, as described in the section above ‘2024/25 LTIP
granted during the year (annual award)’.
Value (£) (rebased)
180
160
140
120
100
80
60
40
20
0
30/06/2015
30/06/2016
30/06/2017
30/06/2018
30/06/2019
30/06/2020
30/06/2021
30/06/2022
30/06/2023
30/06/2024
30/06/2025
The Rank Group Plc
FTSE 250 (excluding investment trusts)
This graph shows the value, by 30 June 2025, of £100 invested in The Rank Group Plc on 30 June 2015, compared with the value of £100 invested in the FTSE 250 excluding
Investment Trusts on the same date.
The Rank Group Plc
2025 Annual Report
163
Governance Report
Annual Report on Remuneration
Leaving arrangements (Audited)
No payments in lieu of notice or for loss of office were made in the year.
Payments to former Directors (Audited)
No payments were made to past Directors in the year.
Share ownership guidelines and Directors’ interests
Increased share ownership guidelines of 200% of salary for all Executive Directors were approved at the 2018 General
Meeting, subject to there being sufficient free float. Shareholdings of Directors of the Company and its subsidiaries are
not considered to be in public hands for the purposes of determining the sufficiency of the percentage of shares in public
hands (the ‘free float’) in the context of qualification for a listing on the UK premium market. Up until December 2021,
the free float requirement was 25% and, in view of the low level of the Company’s free float following the completion of
Guoco Group Limited’s general offer for Rank in July 2011, the shareholding guidelines for Executive Directors were
suspended. The suspension was lifted and reinstated subsequently, with the most recent suspension due to limited free
float on 22 June 2016. Following amendment to the UK Listing Rules on 3 December 2021 so as to reduce the free float
requirement level to 10%, the Committee determined to lift the suspension and re-apply the share ownership guidelines
for Executive Directors with effect from 1 July 2022, and they continue to apply. Executive Directors have five years to build
up shareholdings.
Directors’ shareholdings and details of unvested share awards as at 30 June 2024 and 30 June 2025 are set out in the
table below and there have been no further changes over the period to the date of this report. All awards were made as
conditional awards.
Director
Ordinary shares
as at
30 June 2024
Ordinary shares
as at
30 June 2025
Unvested share
awards subject
to performance
conditions as at
30 June 2024
Unvested share
awards subject
to continued
employment
only as at
30 June 2024
Unvested share
awards subject
to performance
conditions as at
30 June 2025
Unvested share
awards subject
to continued
employment
only as at
30 June 2025
Keith Laslop
1
22,000
22,000
n/a
n/a
n/a
n/a
Lucinda Charles-Jones
20,000
20,000
n/a
n/a
n/a
n/a
Chew Seong Aun
2
0
0
n/a
n/a
n/a
n/a
Christian Nothhaft
2
0
0
n/a
n/a
n/a
n/a
Katie McAlister
0
0
n/a
n/a
n/a
n/a
Alex Thursby
68,000
68,000
n/a
n/a
n/a
n/a
Karen Whitworth
20,000
20,000
n/a
n/a
n/a
n/a
Richard Harris
173,918
276,018
1,332,144
0
1,925,963
0
John O’Reilly
369,095
369,095
3,163,830
0
3,696,046
0
1.
Keith Laslop joined the Board 1 September 2023.
2.
Chew Seong Aun resigned from the Board on 2 December 2024 and was replaced by Christian Nothhaft who was appointed from that date.
John O’Reilly and Richard Harris are subject to shareholding guidelines of 200% of salary in shares held. As of 30 June
2025, based on an average share price of £1.07 for the three months prior to the 30 June 2025, John O’Reilly holds
shares equivalent to 71% of salary and Richard Harris holds shares equivalent to 77% of salary obtained during his three
years of service, in both cases derived to a significant extent through personal investment. Until holding requirements
are met, awards vesting will not be able to be sold and thus will help the Executive Directors build up their holdings.
The Commitee’s most recent review concluded that the Executive Directors were on track to meet the shareholding
requirement within five years of the date that the shareholding guidelines were reinstated. The Committee will continue to
monitor the development of the Executive Directors shareholding levels.
164
The Rank Group Plc
2025 Annual Report
Dilution limits (Unaudited)
The Deferred Bonus Plan (DBP) and Long Term Incentive Plan (LTIP), being the Company’s only equity-based incentive
plans at present, incorporate the current Investment Association guidelines on headroom which provide that overall
dilution under all plans should not exceed 10% over a ten-year period in relation to the Company’s issued share capital,
with a further limitation of 5% in any ten-year period for executive plans.
The Committee monitors the position and prior to the making of any award considers the effect of potential vesting to
ensure that the Company remains within these limits. Any awards which are required to be satisfied by market-purchased
shares are excluded from the calculations. No Treasury shares were held or utilised in the year ended 30 June 2025.
The current level of dilution, based on the maximum number of shares that could vest as at 30 June 2025 and on the basis
that no shares under the Company’s current equity-based incentive plans are currently required to be satisfied by market-
purchased shares is set out in the table below:
Total awards under
discretionary
schemes as at 30
June 2025
Percentage of
issued share
capital as at 30
June 2025
Maximum number of shares needed to satisfy existing unvested awards as at 30 June 2025
14,996,626
3.2%
Total number of shares issued in respect of awards granted after 30 June 2015
nil
0%
Total
14,996,626
3.2%
Relative importance of spend on pay (Unaudited)
The table below shows the expenditure and percentage change in overall spend on employee remuneration and
distributions paid to shareholders through dividends and share buybacks in the year (and previous year).
2024/25
2023/24
Percentage
change
Overall expenditure on pay
£270.9m
£246.6m
9.9%
Dividend paid in the year
£7.0m
nil
n/a
Share buyback
nil
nil
n/a
The Rank Group Plc
2025 Annual Report
165
Governance Report
Statement of change in pay of all Directors compared with other employees (Unaudited)
The table below sets out the percentage change in each Director’s base salary/fee, benefits and annual bonus amounts
for the year ended 30 June 2025 versus the previous year, alongside the average change in gross earnings for all UK
employees across the Group. Please see footnotes to the table for further information:
Directors¹
Year
Salary²
Benefits²
Bonus
Chief Executive
2024/25 vs 2023/24
2.2%
0.3%
66.7%
2023/24 vs 2022/23
3.7%
-19.2%
1,417.3%
2022/23 vs 2021/22
3.3%
0.2%
n/a
2021/22 vs 2020/21
3.5%
4.2%
n/a
2020/21 vs 2019/20
2.4%
-1.8%
n/a
Chief Financial Officer
2024/25 vs 2023/24
2.2%
2.1%
60.8%
2023/24 vs 2022/23
4.4%
-19.6%
1,417.3%
2022/23 vs 2021/22
52.8%
20.7%
53.7%
2021/22 vs 2020/21
-21.4%
-31.0%
n/a
2020/21 vs 2019/20
4.4%
11.9%
n/a
Lucinda Charles-Jones
3
2024/25 vs 2023/24
3.0%
n/a
n/a
2023/24 vs 2022/23
13.0%
n/a
n/a
2022/23 vs 2021/22
3,893.0%
n/a
n/a
2021/22 vs 2020/21
n/a
n/a
n/a
Katie McAlister
3
2024/25 vs 2023/24
3.0%
n/a
n/a
2023/24 vs 2022/23
14.0%
n/a
n/a
2022/23 vs 2021/22
4.0%
n/a
n/a
2021/22 vs 2020/21
477.5%
n/a
n/a
2020/21 vs 2019/20
n/a
n/a
n/a
Alex Thursby
3
2024/25 vs 2023/24
3.0%
n/a
n/a
2023/24 vs 2022/23
9.0%
n/a
n/a
2022/23 vs 2021/22
0.0%
n/a
n/a
2021/22 vs 2020/21
2.8%
n/a
n/a
2020/21 vs 2019/20
27.2%
n/a
n/a
Karen Whitworth
3
2024/25 vs 2023/24
3.0%
n/a
n/a
2023/24 vs 2022/23
9.0%
n/a
n/a
2022/23 vs 2021/22
2.3%
n/a
n/a
2021/22 vs 2020/21
4.7%
n/a
n/a
2020/21 vs 2019/20
61.7%
n/a
n/a
Chew Seong Aun
4
2024/25 vs 2023/24
n/a
n/a
n/a
2023/24 vs 2022/23
n/a
n/a
n/a
2022/23 vs 2021/22
n/a
n/a
n/a
2021/22 vs 2020/21
n/a
n/a
n/a
2020/21 vs 2019/20
n/a
n/a
n/a
Keith Laslop
3
2024/25 vs 2023/24
25.4%
n/a
n/a
2023/24 vs 2022/23
n/a
n/a
n/a
Average employees
5
2024/25 vs 2023/24
4.2%
10.4 %
577%
2023/24 vs 2022/23
7.0%
5.5 %
40.6%
2022/23 vs 2021/22
9.7%
9.6%
491%
2021/22 vs 2020/21
8.6%
9.3%
-44.0%
2020/21 vs 2019/20
7.4%
-7.7%
1.6%
1.
Excludes any Non-Executive Directors appointed during 2024/25.
2.
The Executive and Non-Executive Directors volunteered a 20% reduction in salary with effect from 1 April 2020 until 15 August 2020. The table above reflects such voluntary
reduction. Contracted salaries continued to be used for the purposes of insured benefits.
3. The year-on-year uplift for 2024/25 reflects the fee changes that came into effect in 1 July 2024.
4.
Chew Seong Aun who resigned from the Board, and Christian Nothhalf who replaced him, with effect from 2 December 2024 do not receive any fees in respect of their roles on the
Board.
5.
Calculated on basis of all UK employees, including the Chief Executive, which was determined to provide the most meaningful comparison, as no employees are employed by The
Rank Group Plc
Annual Report on Remuneration
166
The Rank Group Plc
2025 Annual Report
CEO pay ratio (Unaudited)
The Committee considered the appropriate calculation approaches for the CEO pay ratio as set out in the 2013 Regulations.
Consistent with the approach taken since 2021, for this year it has chosen Option C, as it believes this to be the most
appropriate due to the challenges of calculating full-time-equivalent pay for UK employees. Option C enables the
Company to use data other than, or in addition to, gender pay gap information to identify the three UK employees as the
best equivalents of the 25th, 50th and 75th percentiles. Having identified these colleagues based on pay and benefits
as at 5 April 2024, the total remuneration is calculated on a similar basis as the Chief Executive single total figure of
remuneration. This requires:
Starting with colleague pay that was calculated based on actual base pay, benefits, allowances, bonus and long-term
incentives for the 12 monthly and 13 four-weekly payrolls within the full financial year. Earnings for part-time colleagues
are annualised on a full-time-equivalent basis to allow equal comparisons;
Adding in the employer pension contribution;
Reviewing the single figure values for individuals immediately above and below the identified employee at each quartile,
to ensure the data accurately reflects individuals at each quartile.
The first table below shows the ratio of Chief Executive pay in 2024/25, using the single total figure remuneration as
disclosed on page 159 to the comparable, indicative, full-time-equivalent total reward of those colleagues whose pay is
ranked at the 25th, 50th, and 75th percentiles in our UK workforce (shown in the second table below).
Year
25th percentile ratio
50th percentile ratio
75th percentile ratio
2025 figures
1
59.1
58:1
47:1
2024 figures
47.1
46:1
36:1
2023 figures
2
28:1
26:1
21:1
2022 figures
2
30:1
28:1
23:1
2021 figures
2
39:1
38:1
30:1
1.
Future years’ ratios will be disclosed building incrementally to show the ratios over a ten- year period.
2.
The 2013 Regulations require the full value of the 2017/18 LTIP Block award to be included in the 2021 figures. The 2021, 2022 and 2023 figures have been restated to include the
actual value of the first, second and third tranche of the 2017/18 block LTIP at vesting.
2024/25
Salary
2024/25
Total pay and benefits
CEO
£551,668
£1,544,933
25th percentile
£23,397
£26,223
50th percentile
£25,917
£26,770
75th percentile
£31,767
£32,789
The increase in the pay ratio in the 2024 to 2025 figures reflects the fact that the CEO has a significantly higher proportion
of total reward in the form of variable pay linked to the company performance, compared to the average employee. This
means that the CEO’s remuneration package is more variable than the average employee – i.e. it will increase by a higher
percentage than the average employee in years when the Company performs well, and it will reduce by more in years where
the Company’s performance is not as strong.
Gender pay gap (Unaudited)
The Committee reviewed and approved Rank’s Gender Pay Gap Report, which can be found on our website www.rank.com.
The report, in line with regulations, provides gender pay gap calculations as of 5 April 2024.
The published results show across all UK-based employees, our median gender pay gap for April 2024 is 4.3%. This is
a decrease of 0.9 percentage points year-on-year, demonstrating an improvement over the year. Our mean gender pay
gap also demonstrated an improvement, reducing from 12.9% to 11.7%. Rank recognises the need to address the gender
pay gap and is actively working to attract more female employees into our higher-paid business units that currently
have a higher proportion of long-serving male colleagues. Additionally, we observe that a higher proportion of women
are employed in roles such as reception and food and beverage that offer flexible shift patterns and lower absolute
rates of pay compared to other roles. Another factor contributing to the gender gap is the distribution of males and
females in our professional and management positions, which typically offer higher salaries compared to venue-based
roles. By continuing to focus on recruitment, career development, and internal progression, we aim to increase female
representation in these roles and further close the gender pay gap over time.
The Rank Group Plc
2025 Annual Report
167
Governance Report
Annual Report on Remuneration
Our median gender bonus gap for April 2024 increased by 3.8 percentage points to 19.8%. The mean gender bonus gap
increased by 7.5 percentage points to 39.3%. Due to the improved performance of our business in 2023/24 compared to
2022/23 a higher proportion of colleagues received a short-term incentive bonus. Specifically, 8.9% of females and 11.5%
of males received a bonus for 2023/24, compared to under 4% for both in 2022/23. Although the proportion of females
receiving a bonus increased significantly, the gender bonus gap widened. This is because variable compensation tends to
be more significant in higher-paying salaried roles where we still have a higher proportion of men to womenw colleagues.
So, in years where the prevalence of bonuses is higher, the gender bonus gap increases.
The Committee and Management are pleased with the continued progress made while acknowledging the need for
continued focus. While the gender pay gap remains a reality, we have made significant strides in narrowing it, with
trends indicating that we are clearly moving in the right direction. A key driver of this progress is the increase in female
representation in higher-paying roles. Over the past three years, the proportion of women in managerial positions has risen
by five percentage points, now making up 40% of our management population. We recognise the importance of sustained
efforts to further strengthen gender parity across the organisation.
Advisers to the Committee (Unaudited
)
The Committee has access to external information and research on market data and trends from independent consultants.
The Committee was advised by Deloitte as external remuneration advisers to the Committee. Deloitte is a signatory to the
Remuneration Consultants’ Code of Conduct, which requires their advice to be impartial, and they have confirmed their
compliance with the Code to the Committee. During the year, the Committee requested Deloitte to advise on all aspects of
remuneration practice, including but not limited to the provision of benchmarking data, guidance on forthcoming changes
to and application of remuneration related regulations and insight on market practices. Deloitte fees totalled £83,900 for
services provided to the Committee during the year (fees are based on hours spent). Deloitte did not provide any services
other than advice in relation to remuneration practice to the Group during the period under review and thereafter the
Committee is satisfied that the advice provided was independent.
Committee evaluation (Unaudited)
It is incumbent on the Board to ensure that a formal and rigorous review of the effectiveness of the Committee is
conducted each year. The Committee’s progress against last year’s actions is set out below. During 2024/25, Rank’s
evaluation exercise was focused on Board level, facilitated externally by Lintstock Limited. As part of the process, it was
concluded that the Committee was operating effectively.
Progress on focus areas during the year
Agreed actions
Progress made during 2024/25
1
Engage with our major shareholders
ahead of the Remuneration Policy
renewal in 2024.
A key focus was on delivering the revised Policy – achieving 98.27% vote in favour at the
2024 AGM. This resulted from extensive work (partnered by Deloitte) to review market
benchmarks, expectations of shareholders, best practices, and regulations. We performed
an extensive shareholder and proxy agency engagement exercise. This included offering
opportunities to have one-to-one discussions on the proposed changes. As a necessary
consideration of the Policy review, we reviewed and update the Long-Term Incentive
Plan rules.
2
Continue to embed ESG metrics
and assess ESG targets for the
wider Executive Committee.
We continued to review the operation of the four ESG KPIs, including the process around
assurance of ESG metrics and measurement of achievement in the performance range
between the ESGSG Committee, Audit Committee and Remuneration Committee, to
continue alignment of ESG with remuneration.
3
Continue to consider external
insights on remuneration trends
and best practices.
As a result of feedback from the Lindstock Committee effectiveness assessment we
introduced an additional market review agenda item to ensure there is a current and
relevant view of market practices and evolving regulatory requirements.
168
The Rank Group Plc
2025 Annual Report
Focus for 2025/26
Following the outcomes of this year’s Board effectiveness review and as part of the Committee’s annual evaluation exercise
and consideration of matters for the forthcoming year, it was acknowledged that the Committee continued to operate
effectively. We agreed that our focus for the year ahead should be to:
1.
Maintain the practice of setting, communicating, and monitoring targets in incentive programmes that drive future
performance. The Committee will continue to ensure that the ESG components of incentive plans are aligned with the
evolving ESG priorities and metrics set by the ESG and Safer Gambling Committee.
2.
Continue to review external insights on remuneration trends and best practices, including training and support as
necessary to maintain the Committee’s understanding of evolving UK reward governance practices.
Implementation of Policy in 2025/26 (Unaudited)
Salaries and benefits
Salaries will be reviewed during the year at the same time as the wider workforce, with the expectation that any changes
agreed by the Committee will be effective 1 April 2026. Current base salaries are as follows:
John O’Reilly – £551,668
Richard Harris – £381,100
There are no planned changes to any benefits or allowances.
Pension policy
There will be no change to current pension arrangements, with both Executive Directors receiving allowances in lieu of
pension contributions:
John O’Reilly – 3% of contracted salary above the qualifying earnings band – lower earnings limit
Richard Harris – 3% of contracted salary above the qualifying earnings band – lower earnings limit
Annual bonus
In line with the Policy, the maximum bonus potential for John O’Reilly is 175% of salary, and 135% of salary for Richard
Harris. 85% of the maximum bonus opportunity will remain based on financial measures, split between the following:
75% based on adjusted Earnings Before Interest and Tax (‘EBIT’)
10% based on net gaming revenue (‘NGR’)
The remaining 15% of bonus opportunity will be based on a quantitative assessment against Environmental, Social and
Governance (‘ESG’) targets, including:
Improvement in our colleague engagement score;
An improvement in colleague net promoter score on safer gambling measures;
Customer engagement with safer gambling measures; and
– A reduction in our carbon intensity metric.
This is in addition to the continued assessment of a robust control environment including safer gambling practices which
could affect bonus outcomes due to control system weaknesses, lack of progress on key initiatives, or enforcement actions
by the Gambling Commission.
Disclosure of the targets is considered commercially sensitive and therefore will be disclosed retrospectively in next year’s
report.
Any bonus exceeding 100% of John O’Reilly’s salary and 80% of Richard Harris’s salary will be deferred into shares for two
years. The remainder will be payable in cash.
The Rank Group Plc
2025 Annual Report
169
Governance Report
Annual Report on Remuneration
Long-term incentives
It is anticipated that an annual award will be made to Executive Directors in 2025/26. 40% of the award will vest by
reference to relative total shareholder return (with 20% by reference to performance against a customised relevant
comparator group from the gambling and broader leisure sectors and 20% by reference to performance against the
FTSE 250 (excluding investment trusts)), 30% of the award will vest by reference to underlying earnings per share and
30% of the award will vest by reference to underlying return on capital employed (‘ROCE’). The introduction of the new
ROCE metric reflects the evolution of our strategic approach, balancing the longer-term profit objective with the level of
investment reflecting the feedback of our shareholders. In line with the Policy, it is intended that John O’Reilly will receive
an award at 175% of salary and that Richard Harris will receive an award at 135% of salary, with such awards intended to be
made within six weeks of the date of this report.
The performance conditions will be based on performance over the three-year period ending with the 2027/28 financial
year. The award will vest, subject to meeting the performance targets and continued employment, on or around the third
anniversary of grant. Vesting will take into consideration any current or impending safer gambling sanction and Rank’s
suitability to operate.
Weighting
Threshold
target
Stretch
target
Threshold vesting
(25% of maximum)
Total shareholder return
1
40%
Median
Outperform
median by 25
percentage
points
10%
Earnings per share
30%
13.2p
17.7p
7.5%
Return on capital employed
30%
18.5%
23.0%
7.5%
Total
100%
25%
1.
Vesting of the relative total shareholder return measures will be subject to performance against both a customised relevant comparator group from the gambling and broader
leisure sectors and the FTSE 250 (excluding investment trusts), equally weighted.
Alignment with the wider workforce
In applying the Policy, the Committee considers and where possible, aligns practices across the Group:
Executive Directors
All employees
Salary
A 0% increase in salary in April 2025 for the Chief
Executive and the Chief Financial Officer.
The average increase in salary in April 2025 across the
Group was 4.4%, including an average increase of 1.6% for all
management levels.
Pension
A pension allowance equal to 3% of salary (minus the
qualifying earnings band – lower earnings limit).
A company contribution of between 3% and 10% is offered to UK
employees. Employee pensions in other locations are aligned to
local market competitive practice.
Bonus
Bonus aligned to adjusted EBIT, NGR and ESG outcomes.
Award levels vary by seniority. For 2025/26, leadership bonuses
globally align with the structure applied to the Executive
Directors. Below leadership we operate several different bonus
and incentive plans based on the contribution expected by the
employee.
LTIP
2025 LTIP award (to be awarded during 2025/26)
subject to TSR, EPS and ROCE objectives. Two-year
holding requirement post vesting.
We apply the same performance conditions to all LTIP awards
which are only offered to senior leadership roles. Award levels
vary by seniority and there is no two-year holding requirement
post vesting.
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The Rank Group Plc
2025 Annual Report
Non-Executive Director fees
Non-Executive Director annual base and additional fees effective 1 July 2025 comprise:
Position
Fee
Board Chair
£185,000
Base Non-Executive annual fee
£54,900
Audit Committee Chair
£9,500
Remuneration Committee Chair
£9,500
ESG and Safer Gambling Committee Chair
£9,500
Senior Independent Director
£6,335
Following a review, the fees were increased by 2.5% from their prior level with effect from 1 July 2025. In reviewing the
fee for the role of Chair of the Board, the Committee noted that the current level was materially below market against
companies of a similar size and complexity, recognising also the additional regulatory overlay which applies at Rank
Group. While the current Chair has informed the Committee that he does not wish to be considered for a significant
increase at this time, it is likely that the Committee may need to revisit the fee level should there be a need to go to market
for the role in the future. In the meantime, the Committee was minded to increase the fee by 2.6% to £185,000, which the
Chair accepted.
Statement of shareholder voting (Unaudited)
The table below shows the outcome of the votes on (i) the 2023/24 Directors’ Remuneration Report and (ii) the 2024
Directors’ Remuneration Policy at the October 2024 Annual General Meeting. Votes are shown both including and
excluding the Company’s majority shareholder:
(i) Directors’ Remuneration Report 2023/24:
No. of votes
‘For’ and
‘Discretionary’
% of
votes cast
No. of votes
‘Against’
% of
votes cast
Total no. of
votes cast
% of total
shareholders
eligible to vote
No. of votes
‘Withheld’¹
Including majority shareholder
422,316,131
98.27%
1
7,433,777
1.73%
1
429,749,908
91.74%
1
22.667
Excluding majority shareholder²
140,091,025
94.96%
1
7,433,777
5.04%
1
147,524,802
79.23%
1
22,667
(ii) 2024 Directors’ Remuneration Policy:
No. of votes
‘For’ and
‘Discretionary’
% of
votes cast
No. of votes
‘Against’
% of
votes cast
Total no. of
votes cast
% of total
shareholders
eligible to vote
No. of votes
‘Withheld’¹
Including majority shareholder
422,246,719
98.25%
1
7,499,410
1.75%
1
429,746,129
91.74%
1
22.446
Excluding majority shareholder²
140,021,613
94.92%
1
7,499,410
5.08%
1
147,521,023
79.23%
1
26,446
1.
A vote ‘withheld’ is not a vote in law.
2.
Total ordinary shares in issue at the date of the meeting were 468,429,541. Total ordinary shares held by shareholders excluding the controlling shareholder at the date of the
meeting were 199,404,435.
The Rank Group Plc
2025 Annual Report
171
Governance Report
The Directors present their report together with the audited consolidated financial statements
for the year ended 30 June 2025.
The Companies Act 2006 (‘CA 2006’), the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, the Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations
2008, the Financial Reporting Council’s UK Corporate Governance Code 2018, the Financial Conduct Authority’s (‘FCA’)
UK Listing Rules (‘UKLR’) and the FCA’s Disclosure Rules and Transparency Rules (‘DTR’) contain mandatory disclosure
requirements in relation to this Annual Report in respect of the year ended 30 June 2025.
The Directors’ Report should be read in conjunction with the Strategic Report.
Strategic Report disclosures
Information that the Board considers to be of strategic importance which would otherwise need to be disclosed in the
Directors’ Report has been included in the Strategic Report as permitted by section 414C(11) of the CA 2006. References
to where that information can be found are provided in the index below.
Information required in the Directors’ Report which has been disclosed within the
Strategic Report
Location in Strategic Report
Page number
Business description
Our business
4
Business objectives, strategies and likely future developments
Our strategy
36 to 41
Corporate responsibility: employees and community (including hiring,
continuing employment and training, career development and promotion
of disabled persons)
Our approach to ESG
35
Diversity
Colleagues
61,146
Dividends
Chief Executive’s statement
34
Stakeholder engagement
Stakeholder engagement
60 to 64
Going concern and viability statement
Compliance statements
106 to 108
Greenhouse gas emissions
Environment
87
Particulars of important events affecting the Company and its subsidiary
undertakings occurring after the year end
Chief Executive’s statement
34 to 35
Principal risks and uncertainties
Risk management
97 to 103
Profits
Chief Executive’s statement
33
Research and development
Our strategy
Customers and customer insights
Stakeholder engagement
36 to 41
72 to 73
60 to 65
Disclosures required under LR 9.8.4 R
For the purposes of UKLR 6.6.1R, details of the existence of the controlling shareholder relationship agreement, required
to be disclosed in accordance with UKLR6.6.1R, can be found on page 173. There are no other disclosures required under
this UK Listing Rule.
Directors
The Directors who served during the period under review are:
Name
Position
Notes
Lucinda Charles-Jones
Non-Executive Director
Chew Seong Aun
Non-Executive Director
Retired from the Board 2 December 2024
Keith Laslop
Non-Executive Director
Richard Harris
Chief Financial Officer
Katie McAlister
Non-Executive Director
Christian Nothhaft
Non-Executive Director
Appointed to the Board 2 December 2024
John O’Reilly
Chief Executive
Alex Thursby
Chair
Karen Whitworth
Senior Independent Director
Director’s Report
172
The Rank Group Plc
2025 Annual Report
Incorporation and registered office
The Rank Group Plc is incorporated in England and Wales under company registration number 03140769. Its registered
office is at TOR, Saint-Cloud Way, Maidenhead SL6 8BN.
Employee engagement, consultation and awareness
In accordance with Paragraph 11 and 11A, Schedule 7, Large and Medium-sized Companies and Groups (accounts and
Reports) Regulations 2008 we engage, consult and raise awareness with colleagues regularly. For more see our Strategic
Report.
Stock market listing
The ordinary shares of the Company have been listed on the Official List and traded on the main market of the London
Stock Exchange for listed securities since 7 October 1996 (Share Code: RNK and ISIN: GB00B1L5QH97). As of 29 July
2024, they are classified as equity shares in commercial companies (Combined Listing Category) following changes to
the listing categories announced by the Financial Conduct Authority in accordance with Consultation paper CP23/10
published in May 2023. Prior to this they were premium listed. The share registrar is Equiniti Limited.
Share capital
The Company’s authorised share capital as at 30 June 2025 was £180m (£180m as at 30 June 2024), divided into
1,296,000,000 ordinary shares of 13 8/9p each. The ordinary shares are listed on the London Stock Exchange and can be
held in certificated or uncertificated form. There were 468,429,541 shares in issue at the period end (468,429,541 as at 30
June 2025), which were held by 8,638 registered shareholders (8,885 as at 30 June 2024). Details of movements in issued
share capital can be found in Note 24 of the Financial Statements.
Range
Total no. of registered
shareholders
% of holders
Total no.
of shares
% of issued
share capital
1 – 1,000
7,519
87.05
1,278,060
0.27
1,001 – 5,000
809
9.37
1,634,692
0.35
5,001 – 10,000
84
0.97
575,422
0.12
10,001 – 100,000
137
1.59
4,649,760
0.99
100,001 – 1,000,000
58
0.67
21,497,967
4.59
1,000,001 and above
31
0.36
438,793,640
93.67
Totals
8,638
100.00
468,429,541
100.00
Significant shareholders
GuoLine Capital Assets Limited (‘GuoLine’), the ultimate parent company of Guoco Group Limited (‘Guoco’), has a
controlling interest in Rank consequent upon the general offer made by its Hong Kong-listed subsidiary company, Guoco,
via its wholly owned subsidiary, Rank Assets Limited (then known as All Global Investments Limited), and which completed
on 15 July 2011. GuoLine became the ultimate parent company of Guoco (in place of Hong Leong Company (Malaysia)
Berhad (‘Hong Leong’), which was previously its parent company) on 16 April 2021 as a result of an internal restructure of
the majority shareholder (the ‘Restructure’).
GuoLine is based in Jersey and, together with its subsidiaries and associates, is engaged in the businesses of principal
investment, financial services, manufacturing and distribution, property development and investments and hospitality and
leisure.
Following an internal restructure on 30 June 2025, GSL Holdings Limited (‘GSL’) replaced Guoline and became the
ultimate holding company of GuoLine (Singapore) Pte Ltd which has an interest of 4.09% in Rank.
As at 30 June 2025 and as at the date of this report, GuoLine’s and GSL’s interest are held as follows:
56.15% – Rank Assets Limited, a wholly-owned subsidiary of Guoco;
4.09% – GuoLine (Singapore) Pte Ltd, a wholly-owned subsidiary of GSL.
On 10 November 2014, Rank entered into an agreement with Hong Leong and Guoco in accordance with the requirements
of the then applicable listing rules LR 9.2.2A R(2)(a) (the ‘Relationship Agreement’). Further to the Restructure, Hong
Leong, Guoco and Rank agreed to novate the Relationship Agreement such that with effect from 16 April 2021, the parties
to the Relationship Agreement were Rank, Guoco and GuoLine. Following the advent of the UK Listing Rules on 29 July
2024 the parties agreed to cease the Relationship Agreement.
The Rank Group Plc
2025 Annual Report
173
Governance Report
During the period under review Rank nevertheless has complied with the independence provisions included in the
Relationship Agreement that previously existed. So far as Rank is aware, the independence provisions included in the
former Relationship Agreement continue to be complied with during the period under review by GuoLine, Guoco and
associates. So far as Rank is aware, the procurement obligations also included in the former Relationship Agreement
have been complied with during the period under review by the GuoLine, Guoco and associates.
Interests of 3% or more
As at 30 June 2025 and 31 July 2025 the following interests of 3% or more of the total voting rights attached to ordinary shares
have been disclosed in response to Section 793 of the Companies Act 2006 (‘CA 2006’) notices issued by the Company.
As at 30 June 2025
As at 31 July 2025
Shareholder
% held
Voting rights
% held
Voting rights
Rank Assets Limited
56.15
263,046,270
56.15
263,046,270
Lombard Odier Investment Managers
8.39
39,319,480
7.45
34,907,688
Aberforth Partners
7.88
36,898,650
7.32
34,302,910
GuoLine (Singapore) Pte Ltd
4.09
19,178,836
4.09
19,178,836
Substantial shareholdings
Under the FCA’s UK Listing Rule 5.5.3R(1)(e) shares held by persons who have an interest in 5% or more of a listed company’s
share capital are not regarded as being in public hands (the ‘free float’). Under this rule, the shares held by Rank Assets Limited,
Lombard Odier Investment Managers and Aberforth Partners are not regarded as being in public hands. The Company’s free
float position (according to responses to Section 793 notices) as at 30 June 2025 was 22.98% (24.18% as at 30 June 2024).
Employee Benefit Trust
As at 30 June 2025, Rank’s Employee Benefit Trust, The Rank Group Plc EBT, (the ‘Trust’) held 554,789 ordinary shares in
the Company for allocation under the Company’s share schemes. Any voting or other similar decisions in relation to the
shares held by the Trust would be taken by the Trustees, who may take account of any recommendations of the Company.
The Trustees have waived their right to receive dividends of the shares held in the Company.
Financial risk management objectives and policies
Disclosures relating to financial risk management objectives and policies, including our policy for hedging, are set out in
note 21 to the consolidated financial statements, and disclosures relating to exposure to foreign currency risk, credit risk,
liquidity risk and market risk are outlined in note 21.
Rights and restrictions attaching to shares
Voting rights
Each ordinary share carries the right to one vote at general meetings of the Company.
Meeting rights
Registered holders of ordinary shares are entitled to attend and speak at general meetings and to appoint proxies.
Information rights
Holders of ordinary shares are entitled to receive the Company’s Annual Report and Financial Statements.
Share transfer restrictions
There are no specific restrictions on the transfer of shares contained in the Company’s Articles of Association.
The Company is not aware of any agreements between the holders of Rank shares that may result in restrictions on the
transfer of shares or that may result in restrictions on voting rights.
Variation of rights
Subject to applicable legislation, the rights attached to Rank’s ordinary shares may be varied with the written consent of the
holders of at least three-quarters in nominal value of those shares, or by a special resolution passed at a general meeting of
the ordinary shareholders.
Corporate Governance Statement
The Company’s position in relation to compliance with the requirements of the UK Corporate Governance Code 2018
issued by the Financial Reporting Council is set out mainly in the Corporate Governance Statement on page 115, and form
part of this report.
Director’s Report
174
The Rank Group Plc
2025 Annual Report
Directors’ powers in relation to shares
Allotment and issue of shares
Subject to the provisions of the CA 2006, and subject to any resolution passed by the Company pursuant to the CA 2006
and other shareholder rights, shares in Rank may be issued with such rights and restrictions as the Company may by
ordinary resolution decide. If there is no such resolution or so far as the Company does not make specific provision,
they may be issued as Rank’s Board may decide. Subject to the Company’s Articles of Association, the CA 2006 and other
shareholder rights, unissued shares are at the disposal of the Board.
The Company currently has no shareholder authority to allot and grant rights over any proportion of the Company’s
unissued share capital, nor does it have shareholders’ authority to allot and grant rights over ordinary shares without first
making a pro rata offer to all existing ordinary shareholders. Neither of these authorities is required for the purpose of
allotting shares pursuant to employee share schemes.
Market purchases of own shares
The Company currently has no shareholder authority to make market purchases of its own shares. As the Board has no
present intention of making a market share purchase of its own shares, this shareholder approval will not be sought at the
forthcoming Annual General Meeting.
Directors’ other powers
Subject to legislation, the Directors may exercise all the powers permitted by the Company’s Memorandum and Articles of
Association. A copy of these can be obtained by writing to the Company Secretary, or from Companies House.
Change of control
The Company’s principal term loan and revolving credit facility agreements contain provisions that, on a change of control
of Rank, immediate repayment can be demanded of all advances and any accrued interest.
The provisions of the Company’s share schemes and incentive plans may cause options and awards granted to employees
to vest in the event of a takeover.
A change of control may also affect licences to operate, as specified in the provisions of the Gambling Act 2005, Gibraltar
Gambling Act 2005 and the Spanish Gaming Act 2011.
Political donations
No political donations were made during the period under review.
It has been Rank’s long-standing practice not to make cash payments to political parties and the Board intends that this
will remain the case. However, the CA 2006 is very broadly drafted and could catch activities such as funding seminars
and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform
and matching employees’ donations to certain charities. Accordingly, as in previous years, the Directors will be seeking
shareholders’ authority for political donations and political expenditure at the forthcoming Annual General Meeting in
case any of Rank’s activities are inadvertently caught by the legislation.
Disclosure of information to auditor
Each of the Directors of the Company at the date of this report confirms that:
so far as the Director is aware, there is no information needed by the Company’s auditor in connection with preparing
their report of which the Company’s auditor is unaware; and
he/she has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of
any information needed by the Company’s auditor in connection with preparing their report and to establish that the
Company’s auditor is aware of that information.
By order of the Board
Brian McLelland
Company Secretary
13 August 2025
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2025 Annual Report
175
Governance Report
Annual Report and Financial Statements
The Directors are responsible for preparing the Annual
Report (including the Directors’ Report, the Strategic
Report, the Directors’ Remuneration Report and the
Corporate Governance Statement) and the Financial
Statements of the Group and the Company, in accordance
with applicable United Kingdom law and regulations.
Company law requires the Directors to prepare Group
and Company financial statements for each financial year.
Under that law, the Directors have elected to prepare
Group and Company financial statements in accordance
with UK-adopted International Accounting Standards and
in accordance with the Companies Act 2006 (‘CA 2006’).
Under company law the Directors must not approve the
Group and Company financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss
of the Group for that period.
In preparing the Group and Company financial statements,
the Directors are required to:
Select suitable accounting policies in accordance with
IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
Make judgements and accounting estimates that are
reasonable and prudent;
Provide additional disclosures when compliance with
the specific requirements in UK-adopted International
Accounting Standards is insufficient to enable users to
understand the impact of particular transactions, other
events and conditions on the Group and Company’s
financial position and final performance;
State whether the Group and Company financial
statements have been prepared in accordance with
CA 2006 and UK-adopted International Accounting
Standards, subject to any material departures disclosed
and explained in the financial statements; and
Prepare the Financial Statements on the going concern
basis unless it is appropriate to presume that the Group
and Company will not continue in business.
Accounting records
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group and Company’s transactions and disclose with
reasonable accuracy, at any time, the financial position of
the Group and the Company and ensure that the Group and
Company financial statements comply with the Companies
Act 2006.
Safeguarding assets
The Directors are also accountable for safeguarding the
assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
Corporate website
The maintenance and integrity of Rank’s corporate website,
www.rank.com, on which this Annual Report and Financial
Statements are published, is the Board’s responsibility.
We would draw attention to the fact that legislation in
the United Kingdom on the preparation and publication
of financial statements may differ from that in other
jurisdictions.
Statement of Directors’ responsibilities
The Annual Report and Financial Statements are the
responsibility of, and have been approved by, the Directors.
Each of the Directors named on pages 122 to 124 confirms
that to the best of his/her knowledge:
The Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the
Group’s performance, business model and strategy;
The Group and Company Financial Statements, prepared
in accordance with UK-adopted International Accounting
Standards and in accordance with the Companies Act
2006, give a true and fair view of the assets, liabilities,
financial position and profit of the Company and the
undertakings included in the consolidation taken as a
whole; and
The Strategic Report includes a review of the
development and performance of the business and the
position of the Group and Company and the undertakings
included in the consolidation taken as a whole, together
with a description of the risks and uncertainties that they
face.
On behalf of the Board
John O’Reilly
Chief Executive
Richard Harris
Chief Financial Officer
13 August 2025
Directors’ responsibilities
176
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
177
Governance Report
Financial
Statements
In this section
180
Independent auditor’s report
192
Group income statement
193
Group statement of comprehensive income
194
Balance sheets
196
Statements of changes in equity
198
Statements of cash flow
199
Notes to the financial statements
260
Five-year review
261
Shareholder information
886
Additional machines in first four monthss
From colleague
to customer
Rank Group colleagues:
George and Emily, Manchester Bury
New Road
George and Emily
from Grosvenor’s Manchester Bury New
Road venue play a pivotal role in delivering gambling reforms.
They ensure the right mix of slot machine availability and
gaming experiences to meet customer demand in their
casino through ongoing customer engagement.
FIND OUT MORE ABOUT OUR RESPONSE
TO THE GAMBLING ACT IN THE
GROUP OVERVIEW,
PAGES 21-29
178
The Rank Group Plc
2025 Annual Report
The Rank Group Plc
2025 Annual Report
179
Financial Statements
Independent auditor’s report to the members
of the Rank Group Plc
Opinion
In our opinion:
The Rank Group Plc’s Group financial statements and parent company financial statements (the ‘financial statements’) give a true
and fair view of the state of the Group’s and of the parent company’s affairs as at 30 June 2025 and of the Group’s profit for the year
then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted International Accounting
Standards as applied in accordance with section 408 of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of The Rank Group Plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year
ended 30 June 2025 which comprise:
Group
Parent company
Consolidated balance sheet as at 30 June 2025
Balance sheet as at 30 June 2025
Consolidated income statement for the year then ended
Statement of changes in equity for the year then ended
Consolidated statement of comprehensive income for the year then
ended
Statement of cash flows for the year then ended
Consolidated statement of changes in equity for the year then ended
Related notes 1 to 35 to the financial statements including material
accounting policy information
Consolidated statement of cash flows for the year then ended
Related notes 1 to 35 to the financial statements, material accounting
policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International
Accounting Standards and as regards the parent company financial statements, as applied in accordance with section 408 of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the Group and parent in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s (‘FRC’) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we
remain independent of the Group and the parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and parent
company’s ability to continue to adopt the going concern basis of accounting included the following procedures:
In conjunction with our walkthrough of the Group’s financial statement close process, we confirmed our understanding of Rank’s
going concern assessment process as well as the review controls in place in relation to the going concern model and management’s
Board memoranda.
We have obtained an understanding of management’s rationale for the use of the going concern basis of accounting. To challenge
the completeness of the assessment, we have independently identified factors that may indicate events or conditions that may cast
doubt over the entity’s ability to continue as a going concern.
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The Rank Group Plc
2025 Annual Report
We have performed the following procedures:
Management’s assessment and assumptions
We confirmed our understanding of Rank’s going concern assessment process, including how principal and emerging risks were
considered.
We obtained the cash flow forecast models prepared by management to 31 August 2026 used by the Board in its assessment,
checking their arithmetical accuracy and agreed the forecasts to the Board approved budgets.
We evaluated the appropriateness of the duration of the going concern assessment period to 31 August 2026 and considered the
existence of any significant events or conditions beyond this period based on our enquiries of management, Group’s five-year plan
and knowledge arising from other areas of the audit.
We obtained the cash flow, covenant forecasts and reverse stress test for the going concern period prepared by management to
31 August 2026 used by the Board in its assessment and tested for arithmetical accuracy of the models and agreed the forecasts
to the Board approved budgets. We assessed the reasonableness of the cashflow forecast by analysis of management’s historical
forecasting accuracy and understanding how anticipated growth would be delivered.
We evaluated the key assumptions, namely revenue growth rate and cost assumptions, used by management in preparing the
modelling and corroborated those to evidence from external sources where available, and considered contrary evidence by
considering industry data and forecasts and analyst expectations. We have assessed whether assumptions made were reasonable
and appropriate, in light of the Group’s relevant principal risks and uncertainties and our own independent assessment of those
risks.
We stress tested the model by performing an independent severe but plausible scenario and noted no liquidity or covenant
breaches within the going concern period.
The audit procedures performed in evaluating the Director’s assessment were performed by the Group audit team, however, we
considered the financial and non-financial information communicated to us from our component teams as sources of potential
contrary indicators which may cast doubt over the going concern assessment.
We considered whether the Group’s forecasts in the going concern assessment were consistent with other forecasts used by the
Group in its accounting estimates, including non-current asset impairment and deferred tax asset recognition.
Bank covenant compliance
We reviewed the terms of the revolving credit facility and term loan and checked that these are correctly factored into the going
concern models and debt covenant compliance tests.
We reviewed an examination of all agreements, to assess their continued availability to the Group throughout the going concern
period and to ensure completeness of debt covenants identified by management.
We assessed the accuracy of management’s covenant forecast model on the base case, verifying inputs to Board approved forecasts
and facility agreement terms.
We evaluated the compliance of the Group with debt covenants in the forecast period by reperforming calculations of the covenant
tests. We further assessed the impact of the downside risk scenarios on covenant compliance and applied sensitivity analysis.
Stress testing and evaluation of management’s plans for future actions
We considered management’s downside scenarios of the Group’s cash flow forecast models and their impact on forecast liquidity
and forecast covenant compliance. Specifically, we considered whether the downside risks were reasonably possible, but not
unrealistic and further considered whether the adverse effects could arise individually and collectively.
We considered the reverse stress test to understand what it would take to breach available liquidity and exhaust covenant
headroom.
We considered the likelihood of management’s ability to execute feasible mitigating actions available to respond to the downside
risk scenarios based on our understanding of the Group and the sector, including considering whether those mitigating actions
were controllable by management.
Disclosures
We considered whether management’s disclosures in the financial statements sufficiently and appropriately reflect the going
concern assessment including key judgements made and outcomes underpinning the Group’s ability to continue as a going
concern for the period up to 31 August 2026.
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2025 Annual Report
181
Financial Statements
Independent auditor’s report to the members
of the Rank Group Plc
Our key observations
The Directors’ assessment forecasts that the Group will maintain sufficient liquidity and covenant compliance throughout the going
concern assessment period. Management’s assessment was supported by a downside scenario with severe but plausible declines in
revenue and increased costs. Management’s assessment was also supported by a reverse stress test (extreme scenario) with a more
severe decline in revenue which was concluded to be implausible.
The downside scenarios assumed a material decrease in forecasted revenue offset by mitigating actions within management’s
control. Management considers such scenarios to be remote, however, such an unlikely event, management consider that the
impact can be mitigated by further cash and cost saving measures which are within their control, during the going concern period.
We note that management has performed an assessment to consider whether any events outside of the going concern period beyond
31 August 2026 need to be considered in the context of management’s conclusion. No such matters were noted. The maturity of the
revolving credit facilities at the end of January 2028 is more than one year from the end of the going concern period (31 August 2026)
and does not constitute a significant event or condition that may cast doubt over the entity’s ability to continue as a going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and parent company’s ability to continue as a going concern for a
period to 31 August 2026.
In relation to the Group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and those of the Directors with respect to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to
continue as a going concern.
Overview of our audit approach
Audit scope
– We performed an audit of the complete financial information of five components and audit procedures on specific
balances for a further five components and specified audit procedures on specific balances for a further one
component.
– We performed centralised procedures on the existence and measurement of cash and short-term deposits,
investments in subsidiaries, goodwill, equity, share based payments, IFRS 16 right-of-use of assets and lease liabilities,
provisions, loans and borrowings, separately disclosed items (SDIs), intercompany eliminations, central adjustments,
consolidation process and consolidation journal entries; and
– In addition to Group oversight procedures, we, as the primary team, performed supplementary procedures on certain
accounts audited by component auditors being: income taxes, deferred tax assets and deferred tax liabilities.
Key audit matters
– Impairment and impairment reversal of tangible and intangible assets related to venues, including parent company
investment in subsidiaries.
– Compliance with laws and regulations.
– Revenue recognition including the risk of management override.
Materiality
– Overall Group materiality of £3.2m which represents c.5% of adjusted Earnings before Interest and Tax.
– Parent company is determined to be £7.7m which is 1% of equity.
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The Rank Group Plc
2025 Annual Report
An overview of the scope of the parent company and Group audits
Scoping
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have followed
a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which to base our audit
opinion. We performed risk assessment procedures, with input from our component auditors, to identify and assess risks of material
misstatement of the Group financial statements and identified significant accounts and disclosures. When identifying components
at which audit work needed to be performed to respond to the identified risks of material misstatement of the Group financial
statements, we considered our understanding of the Group and its business environment, the potential impact of climate change,
the applicable financial framework, the Group’s system of internal control at the entity level, the existence of centralised processes,
applications and any relevant internal audit results.
We determined that centralised audit procedures can be performed on components in the following audit areas:
Key audit area on which procedures were performed centrally
Component subject to central procedures
Cash and short-term deposits
All components of the Group specific to existence and measurement assertions
Investments in subsidiaries
Parent company
Goodwill
Consolidated Group
Equity
Parent company
Share-based payments
All components of the Group
IFRS 16 right-of-use of assets and lease liabilities
All components of the Group
Provisions
All components of the Group
Loans and borrowings
All components of the Group
Separately disclosed items (SDIs)
All components of the Group
Intercompany eliminations
All components of the Group
Central adjustments, consolidation process and consolidation
journal entries
Consolidated Group
Income tax receivable, deferred tax assets, and deferred tax
liabilities – supplementary procedures
All components of the Group
We then identified ten components as individually relevant to the Group due to relevant events and conditions underlying the
identified risks of material misstatement of the Group financial statements being associated with the reporting components or
a pervasive risks of material misstatement of the Group financial statements or a significant risk or an area of higher assessed
risk of material misstatement of the Group financial statements being associated with the components, out of which four of these
components of the Group are also individually relevant due to materiality or financial size of the component relative to the Group.
For those individually relevant components, we identified the significant accounts where audit work needed to be performed at these
components by applying professional judgement, having considered the Group significant accounts on which centralised procedures
will be performed, the reasons for identifying the financial reporting component as an individually relevant component and the size
of the component’s account balance relative to the Group significant financial statement account balance.
We then considered whether the remaining Group significant account balances not yet subject to audit procedures, in aggregate,
could give rise to a risk of material misstatement of the Group financial statements. We selected one component of the Group to
include in our audit scope to address these risks.
Having identified the components for which work will be performed, we determined the scope to assign to each component.
Of the 11 components selected, we designed and performed audit procedures on the entire financial information of five components
(‘full scope components’). For five components, we designed and performed audit procedures on specific significant financial
statement account balances or disclosures of the financial information of the component (‘specific scope components’). For the
remaining one component, we performed specified audit procedures to obtain evidence for one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the key audit matters section of our
report.
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Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the Group audit engagement team, or by component auditors operating under our instruction.
The Group audit team based in the UK conducted the audits of all individually and additional relevant components identified above,
except for two specific scope components in Spain. During the current year’s audit cycle, a visit was undertaken by the primary audit
team to the component team in Spain. This visit involved discussing the audit approach with the component team and any issues
arising from their work, meeting with local management, attending planning meetings, reviewing relevant audit working papers on
risk areas and involvement on direct testing on relevant Group risk areas including revenue and compliance. The Group audit team
interacted regularly with the component teams where appropriate during various stages of the audit, reviewed relevant working
papers and were responsible for the scope and direction of the audit process. Where relevant, the section on key audit matters details
the level of involvement we had with component auditors to enable us to determine that sufficient audit evidence had been obtained
as a basis for our opinion on the Group as a whole.
This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group
financial statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that there are no
significant future impacts from climate change on its operations. These are explained on pages 77 to 85 in the required Task Force
On Climate Related Financial Disclosures. They have also explained their climate commitments on page 80. All of these disclosures
form part of the ‘Other Information’, rather than the audited financial statements. Our procedures on these unaudited disclosures
therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge,
obtained in the course of the audit, or otherwise appear to be materially misstated, in line with our responsibilities on ‘Other
Information’.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
As explained in note 1, the basis of preparation, consideration of climate change impact on the judgements in the accounts is not
considered to have a material impact at this time. Governmental and societal responses to climate change risks are still developing,
and are interdependent upon each other, and consequently financial statements cannot capture all possible future outcomes as
these are not yet known. The degree of certainty of these changes means that they cannot be taken into account when determining
asset and liability valuations and the timing of future cash flows under the requirements of UK-adopted International Accounting
Standards.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s
assessment of the impact of climate risk and the cost of energy being appropriately reflected in asset values and associated
disclosures where values are determined through modelling future cash flows, being the impairment tests of tangible assets,
intangible assets, and the investment in subsidiaries of the parent company, deferred tax asset recognition and related disclosures.
As part of this evaluation, we performed our own risk assessment, supported by our climate change internal specialists, to determine
the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures.
As described above, we considered the impact of climate change on the financial statements to impact certain key audit matters,
principally impairment and impairment reversal of tangible assets and intangible assets related to venues, and the investment in
subsidiaries of the parent company. Details of our procedures and related findings are included in our key audit matters below.
a.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included 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. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
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Risk
Our response to the risk
Impairment and impairment
reversal of tangible assets and
intangible assets allocated to
venues, and the investment
in subsidiaries of the parent
company, could be materially
misstated.
Group consolidated: impairment
charge of £10.8m (2024: £28.8m)
and impairment reversal of £11.7m
(2024: £21.2m).
Parent company: impairment
reversal £201.1m, (2024: impairment
reversal £101.2m).
Refer to the Audit Committee Report
(page 136); Accounting policies
(pages 209 to 210); and note 13
of the Consolidated Financial
Statements (page 230).
At 30 June 2025 the carrying value
of tangible and intangible assets
allocated to venues was £453.4m
(2024: £335.5m), £184.3m (2024:
£184.7m) of which relate to indefinite
life intangible assets (primarily
casino and other gaming licences).
This is an area of focus due to the
significance of the carrying value of
the assets being assessed and the
level of management judgement
required in the assumptions
impacting the impairment
assessment.
The below procedures were performed by the Primary team for all components.
We gained an understanding of the controls through a walkthrough of the process that management
has in place to assess impairment and reversal of impairment.
We validated that the methodology of the impairment exercise continues to be consistent with the
requirements of IAS 36: ‘Impairment of Assets‘, including appropriate identification of cash-generating
units for value in use calculations.
Below we summarise the procedures performed in relation to the key assumptions for the tangible
(including right-of-use assets) and intangible assets impairment review.
We analysed management’s long-term forecasts underlying the impairment review against past and
current performance and future economic forecasts and corroborated them to budgets approved by
the Board. This included consideration of the estimated impact from UK regulatory changes, mainly
from the Gambling Act Review, as well as macro-economic pressures in the territories the Group
operates.
We reperformed calculations in the models to check mathematical accuracy.
Critically challenged management’s ability to forecast accurately through comparing actual
performance against forecast performance and corroborating the reasons for deviations.
Ensured cash flow forecasts used in the impairment analysis agreed to the final Board approved
forecasts and that they were consistent with forecasts used on the going concern base case
assessment and deferred tax asset recognition.
We performed sensitivity analysis on earnings multiples and weekly Net Gaming Revenue (‘NGR’)
for all cash-generating units (‘CGUs’) and growth rates applied to cash flows for certain CGUs to
determine the parameters that - should they arise - may give a different conclusion as to the carrying
values of assets assessed. The sensitivities performed were based on reasonable possible changes
to key assumptions determined by management being revenue growth, short-term growth rates,
discount rates, earnings before interest, tax, depreciation, amortisation and separately disclosed items,
(‘EBITDA’) multiples, profit contingencies, and long-term growth rates. We have corroborated that the
assumptions applied are reasonable by comparing to external data such as economic and industry
forecasts. We re-performed the models to ensure that they were correctly calculated.
We have assessed assumed future costs to third party projections on inflation, cost of energy and
employee related costs, including National Minimum Wage and NI increases. In our assessment of
future costs we considered the impact of climate risk and the cost of energy being appropriately
reflected in the forecasts.
For partially impaired assets we considered the sensitivity of changes in forecasts against current and
budgeted trading and the sensitivity of either further impairments or impairment reversals and where
material, ensured that the impact of this consideration was adequately disclosed in the sensitivities.
Assessed the headroom on the recoverable amount between the calculated value in use and carrying
value of the CGUs to ensure disclosures of the impact of reasonably possible changes in assumptions
and the impact on the carrying value of assets was adequate.
For the right-of-use assets, we tested that the assets had been appropriately allocated to the correct
cash-generating unit in line with the work independently performed on the Groups right-of-use
assets. Additionally, we have verified that the end of the forecast period for each CGU with a leased
venue coincides with the end of the lease term per agreement. For leases ending prematurely, we
have verified that management extended the cash flows until the end of their forecast period in line
with IAS 36 and treated subsequent rentals as an expense in arriving at the EBITDA/cash flow for DCF
calculation.
We reviewed and challenged the appropriateness of disclosures in the Annual Report and Accounts
by comparing the disclosures against the requirements under International Financial Reporting
Standards.
In addition, we worked with our EY internal valuation specialists to:
Independently validate and corroborate the discount rates, EBITDA multiples, and long-term growth
rate applied by management to supporting evidence and benchmarked the discount rates to industry
averages/trends.
Independently review the valuation methodology applied by management in line with IAS 36:
‘Impairment of Assets’.
Independently reconcile to external benchmark data points the sum of management’s estimated value
in use (‘VIU’) for each of the CGUs with the overall market enterprise value (‘EV’) of The Rank Group Plc.
Investment in subsidiaries of the parent company:
We reviewed the arithmetical accuracy of management’s calculations of value in use of the
investments to the carrying value of the parent company investment subsidiaries and the resulting
impairment.
Agreed consistency in the forecasts used in the assessment of carrying value of the parent company
investments, to the cash flow used in the underlying cash-generating units.
We reviewed and challenged the appropriateness of disclosures in the Annual Report and Accounts by
comparing the disclosures against the requirements under International Financial Reporting Standards.
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Risk
Our response to the risk
Key observations communicated to the Audit Committee
Based on our audit procedures we have concluded the impairment charge of £10.8m and the impairment reversal of £11.7m was recognised
appropriately.
We highlighted that a reasonably possible change in certain key assumptions, including short-term growth rates, change in discount rate,
long-term growth and the earnings multiples that are used to determine the terminal value for certain CGUs, could lead to further impairment
charges or reversals.
We have concluded appropriate disclosures have been included in the financial statements as required under the accounting standards.
Investment in subsidiaries of the parent company
Based on our audit procedures we have concluded the impairment reversal of £201.1m was recognised appropriately.
We have concluded appropriate disclosures have been included in the financial statements as required under the accounting standards.
How we scoped our audit to respond to the risk and involvement with component teams
All audit work performed to address this risk was undertaken by the Group audit team.
Risk
Our response to the risk
Compliance with laws and
regulations
Refer to the Audit Committee Report
(page 136); Accounting policies
(page 208); and note 32 of the
Consolidated Financial Statements
(page 258)
The legal and licensing framework
for gaming remains an area of focus
for the Gambling Commissions in
the UK, Gibraltar, and Spain.
The evolving environment, with
territory specific regulations,
makes compliance an increasingly
complex area with the potential for
fines and or licence withdrawal for
non-compliance. Operators are
further required to meet anti-money
laundering obligations.
Judgement is applied in estimating
amounts payable to regulatory
authorities, or customers, in certain
jurisdictions. This gives rise to a risk
over the completeness of accruals,
provisions and disclosure of
contingent liabilities and the related
income statement effect.
We understood the Group’s process and related controls over the identification and mitigation of
regulatory and legal risks and the related accounting and disclosure.
We read regulatory correspondence and enquiries made through the year including management’s
response thereto.
We enquired of management, the Group’s Director of Compliance and the Group’s internal General
Counsel regarding any instances of material breaches in regulatory or licence compliance that
needed to be disclosed or required potential provisions to be recorded.
Discussed with management its interpretation and application of relevant laws and regulations as well
as analysis of the risks in respect of the Group’s operations in unregulated markets.
As part of our audit procedures relating to ongoing regulatory compliance reviews and inspections, we
have performed the following:
Conducted enquiries with management to understand the progress of ongoing regulatory matters
and obtained supporting documentation, including the most recent correspondence with regulatory
authorities.
In instances where management engaged external legal counsel, we held discussions with
management’s specialists and reviewed their conclusions regarding the respective regulatory
compliance reviews and inspections.
Engaged internal specialists to assess management’s conclusions and evaluate the potential impact
on the financial statements.
Tested the Group’s legal expenses in coordination with the discussions with management and
Group’s legal advisers.
Tested management’s procedures over anti-money laundering regulations and enhanced due
diligence procedures, for a sample of players for both Venues and Digital in the UK and Spain:
Obtained and read know your customer (KYC) documentation to ensure that it was in line with the
requirements of the Group’s policies.
Where any changes to limits had been granted in the year for the samples selected, we obtained
the account transaction history and procedures and verified that these were in line with the relevant
policies and laws and regulations.
Where the sampled player has self-excluded for the year, verify that the number of days of exclusion
requested by the user has passed before access was granted to the user.
For any provisions and contingent liabilities recognised, we have obtained supporting calculations and
challenged the appropriateness of assumptions and estimates applied. We have performed this with
reference to previous or ongoing enquiries with the Group or its competitors.
Assessed appropriateness of disclosures in the Annual Report and Accounts by comparing the
disclosures against the requirements under International Financial Reporting Standards.
In addition, we worked with our EY specialists to:
Assist us in understanding the risks in respect of gaming duties in jurisdictions where the appropriate
tax treatment is uncertain.
Key observations communicated to the Audit Committee
Based on our audit procedures performed, we concluded that management have appropriately assessed and accounted for the financial
implications for non-compliance with laws and regulations, and that disclosures in the financial statements are appropriate.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full and specific scope audit procedures over this risk in three locations, which address the risk on completeness of accruals,
provisions and disclosure of contingent liabilities and the related income statement effect.
For the two specific scope components in Spain, we performed oversight of our component team through discussions of audit approach, visits,
regular interactions and review of reporting deliverables and underlying audit work on compliance.
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Risk
Our response to the risk
Manual adjustments to revenue
£795.4m (2024: £734.7m)
Refer to the Audit Committee Report
(page 136); Accounting policies
(pages 204 to 205); and note 2
of the Consolidated Financial
Statements (page 214)
Our assessment is that the majority
of revenue transactions, for both the
Venues and Digital businesses, are
non-complex, with no judgement
applied over the amount recorded.
We consider there is a potential for
management override to achieve
revenue targets via topside manual
journal entries posted to revenue.
Our procedures were designed to test our assessment that revenue should be correlated closely to cash
banked (for the Venues business), and to customer balances and cash (for the Digital business), and to
identify the manual adjustments that are made to revenue for further testing.
We updated our understanding of the revenue processes and evaluated certain key financial and IT
controls over the recognition and measurement of revenue the areas most susceptible to management
override.
For revenue in each full and specific scope audit location:
We performed walkthroughs of significant classes of revenue transactions to understand significant
processes and identify and assess the design effectiveness of key controls.
For 99% of revenue, we used data analytics tools to perform a correlation analysis to identify those
revenue journals for which the corresponding entry was not to cash (for Venues) and cash or customer
balances (for Digital). These identified entries included VAT, customer incentives, bingo duty and
jackpot provisions and we obtained corroborating evidence for such entries.
We verified the recognition and measurement of revenue by tracing a sample of transactions, selected
at random throughout the year, to cash banked to verify the accuracy of reported revenue.
For UK Venues, we attended and re-performed cash counts at a sample of 27 casino and bingo
venues, selected using a risk-based approach and also included a random sample, at year end to
verify the appropriate cut-off of revenue.
For the Enracha venues, we attended and re-performed cash counts at a sample of nine venues,
selected using a risk-based approach and also included a random sample, at year end to verify the
appropriate cut-off of revenue.
We obtained evidence that the customer incentives expense was correctly netted off against revenue.
We perform analytical reviews on all revenue streams to understand year-on-year fluctuations.
We tested any manual posting to revenue though journal entry testing.
Digital segment specific procedures:
We applied data analytics tools to reperform a full annual reconciliation between revenue and
customer balances. We perform reconciliation of customer balances to system report. For each brand,
using test accounts in the live gaming environment, we tested the interface between gaming servers,
data warehouse and the accounting system.
We verified a sample of customer deposit and withdrawals against relevant payment support.
Key observations communicated to the Audit Committee
Based on our audit procedures we concluded that revenue, and adjustments to revenue, are appropriately recognised and recorded.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full and specific scope audit procedures over this risk in three locations, which covered 99% of the risk amount.
Additional centralised audit procedures were then undertaken over the residual revenue balance, which involved technology led journal entry
analysis, existence and measurement test on cash for cash-based revenue, and analytical review.
For the two specific scope components in Spain, we performed oversight of our component team through discussions of audit approach,
visits, regular interactions and review of reporting deliverables and underlying audit work on revenue.
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b.
Materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Group to be £3.2 million (2024: £3.6 million), which is c.5% of adjusted Earnings Before
Interest and Tax (2024: 0.5% of revenue). We believe that this provides us with the most appropriate materiality basis based on the
expectations of the users of the financial statements. The change in materiality basis is to reflect the shift in focus of the users of the
financial statements from revenue, given previous years’ volatility of results of the Group arising from the impact of COVID-19, to
adjusted Earnings Before Interest and Tax as the Group returns to normalised
pre-COVID-19
earnings
We determined materiality for the parent company to be £7.7 million (2024: £5.0 million), which is 1% (2024: 1%) of equity. The
parent company is a non-trading entity and as such, equity is the most relevant measure to the stakeholders of the entity.
Adjusted Earnings Before Interest and Tax
is defined and determined below.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement
was that performance materiality was 50% (2024: 50%) of our planning materiality, namely £1.6m (2024: £1.8m). We have set
performance materiality at this percentage to take into account the inherently high-risk nature of the industry in which the Group
operates and the level of prior year audit differences. We have also taken into consideration changes within the Group and the impact
this could have on the operations of the Group.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement of
the Group financial statements. The performance materiality set for each component is based on the relative scale and risk of the
component to the Group as a whole, and our assessment of the risk of misstatement at that component. In the current year, the range
of performance materiality allocated to components was £0.3m to £1.1m (2024: £0.3m to £1.1m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.2m (2024: £0.2m),
which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
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Other information
The other information comprises the information included in the Annual Report set out on pages 1 to 177, including the five-year
review and the shareholder information set out on pages 260 to 262, other than the financial statements and our auditor’s report
thereon. The Directors are responsible for the other information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to
a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report
and the Directors’ Report for the financial year for which the financial statements
are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal
requirements;
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of
the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
the parent company financial statements and the part of the Directors’ Remuneration report to be audited are not in agreement with
the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
a Corporate Governance Statement has not been prepared by the Company.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 138;
Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is
appropriate set out on page 138;
Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its
liabilities set out on page 138;
Directors’ statement on fair, balanced and understandable set out on page 138;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 140;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out
on page 140; and
The section describing the work of the Audit Committee set out on pages 136 to 137.
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Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 176, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for 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 the Directors 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 for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (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 the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are the Companies Act 2006, the UK Gambling Commission, Gambling Act 2005, Money Laundering regulations,
Gibraltar Regulatory Authority, The Spanish Gaming Act and Licence Conditions, and The Code of Practice 2008. In addition, we
concluded that there are certain significant laws and regulations which may have an effect on the determination of the amounts and
disclosures in the financial statements being the Listing Rules of the UK Listing Authority, and those laws and regulations relating
to data protection, employment law and tax legislation.
We understood how The Rank Group Plc is complying with those frameworks by making enquiries of management, internal audit,
those responsible for legal and compliance procedures and the Company Secretary. We corroborated our enquiries through
our review of Board minutes, papers provided to the Audit Committee, correspondence received from regulatory bodies and
information relating to the Group’s anti-money laundering procedures as part of our walkthrough procedures.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur
by meeting with management within various parts of the business to understand where they considered there was susceptibility
to fraud. We also considered performance targets and their influence on management to manage earnings or influence the
perceptions of analysts. We considered the programmes and controls that the Group has established to address the risk identified,
or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where
this risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures
included testing journal entries where we engaged EY forensic accounting specialists to identify journals for testing based on risk
indicators.
Where the risk was considered to be higher, including areas impacting Group key performance indicators or management
remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These
procedures included those on manual adjustments to revenue (see Key Audit Matters section) as well as testing manual journals;
and were designed to provide reasonable assurance that the financial statements were free from fraud and error. We performed
journal entry testing, including manual consolidation journals and journals that indicated large or unusual transactions based on
our understanding of the business.
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Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our
procedures involved audit procedures in respect of ‘Compliance with laws and regulations’ (see Key Audit Matters section) as well
review of Board minutes to identify non-compliance with such laws and regulations; review of reporting to the Audit Committee on
compliance with regulations; enquiries with the Group’s General Counsel, Group management, internal audit and management’s
specialist; testing of manual journals and review of correspondence from regulatory authorities, with assistance from EY specialists
as necessary.
As the gaming industry is highly regulated, we have obtained an understanding of the regulations and the potential impact on the
Group and in assessing the control environment we have considered the compliance of the Group to these regulations as part of our
audit procedures, which included a review of any significant correspondence received from the regulator.
Our overseas teams specifically reported on their procedures and findings in relation to compliance with the applicable laws and
regulations. These findings were discussed with the team and supporting workpapers reviewed for a sample of locations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
Following a competitive tender process, we were reappointed by the Company at its Annual General Meeting on 17th October 2019 to
audit the financial statements for the year ending 30 June 2020 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is 16 years, covering the years
ending 31 December 2010 to 30 June 2025.
The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
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.
James Harris
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Southampton
Date 13 August 2025
The Rank Group Plc
2025 Annual Report
191
Financial Statements
Group income statement
For the year ended 30 June 2025
Note
Year ended 30 June 2025
Year ended 30 June 2024
Underlying
£m
Separately
disclosed
items
(note 4)
£m
Total
£m
Underlying
£m
Separately
disclosed
items
(note 4)
£m
Total
£m
Continuing operations
Revenue
2
795.4
795.4
734.7
734.7
Cost of sales
(453.0)
0.9
(452.1)
(418.2)
(7.6)
(425.8)
Gross profit (loss)
342.4
0.9
343.3
316.5
(7.6)
308.9
Other operating income
10.5
10.5
Other operating costs
(278.7)
(8.1)
(286.8)
(270.2)
(9.3)
(279.5)
Group operating profit (loss)
2, 3
63.7
3.3
67.0
46.3
(16.9)
29.4
Financing:
– finance costs
(13.2)
(13.2)
(13.4)
(13.4)
– finance income
1.0
1.0
0.7
0.7
– other financial losses
(0.1)
(0.8)
(0.9)
(0.1)
(1.1)
(1.2)
Total net financing charge
5
(12.3)
(0.8)
(13.1)
(12.8)
(1.1)
(13.9)
Profit (loss) before taxation
51.4
2.5
53.9
33.5
(18.0)
15.5
Taxation
6
(8.7)
(0.6)
(9.3)
(6.3)
2.8
(3.5)
Profit (loss) for the year from continuing
operations
42.7
1.9
44.6
27.2
(15.2)
12.0
Discontinued operations – profit
0.2
0.2
Profit (loss) for the year
42.7
1.9
44.6
27.2
(15.0)
12.2
Attributable to:
Equity holders of the parent
42.7
1.9
44.6
27.5
(15.0)
12.5
Non-controlling interest
(0.3)
(0.3)
42.7
1.9
44.6
27.2
(15.0)
12.2
Earnings (loss) per share attributable to
equity shareholders
– basic
9
9.1p
0.4p
9.5p
5.9p
(3.2)p
2.7p
– diluted
9
9.1p
0.4p
9.5p
5.9p
(3.2)p
2.7p
Earnings (loss) per share – continuing
operations
– basic
9
9.1p
0.4p
9.5p
5.9p
(3.3)p
2.6p
– diluted
9
9.1p
0.4p
9.5p
5.9p
(3.3)p
2.6p
Earnings per share – discontinued operations
– basic
9
0.1p
0.1p
– diluted
9
0.1p
0.1p
Details of dividends paid and payable to equity shareholders are disclosed in note 8.
192
The Rank Group Plc
2025 Annual Report
Group statement of
comprehensive income
For the year ended 30 June 2025
Year ended
30 June
2025
£m
Year ended
30 June
2024
£m
Comprehensive income:
Profit for the year
44.6
12.2
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Exchange adjustments, net of tax
-
(0.2)
Items that will not be reclassified to profit or loss
Actuarial loss on retirement benefits, net of tax
(0.1)
Total comprehensive income for the year
44.5
12.0
Attributable to:
Equity holders of the parent
44.5
12.3
Non-controlling interest
(0.3)
44.5
12.0
The tax effect of items within comprehensive income is disclosed in note 6.
The Rank Group Plc
2025 Annual Report
193
Financial Statements
Note
Group
Company
As at
30 June
2025
£m
As at
30 June
2024
(restated)
£m
As at
30 June
2025
£m
As at
30 June
2024
£m
Assets
Non-current assets
Intangible assets
10
442.3
446.4
Property, plant and equipment
11
133.7
112.5
Right-of-use assets
12
105.8
64.1
Investments in subsidiaries
14
1,251.5
1,050.4
Deferred tax assets
22
6.0
8.3
1.4
3.4
Other receivables
16
7.6
5.2
695.4
636.5
1,252.9
1,053.8
Current assets
Inventories
15
2.1
2.0
Other receivables
16
15.9
19.1
Assets classified as held for sale
17
0.3
Income tax receivable
19
0.7
8.5
Cash and short-term deposits
26
75.4
66.1
94.1
96.0
Total assets
789.5
732.5
1,252.9
1,053.8
Liabilities
Current liabilities
Trade and other payables
18
(155.2)
(149.0)
(2.5)
(0.3)
Lease liabilities
20, 31
(36.3)
(32.6)
Income tax payable
19
(3.1)
(4.2)
Financial liabilities:
- financial guarantees
20
(0.8)
(2.7)
- loans and borrowings
20
(0.2)
(3.3)
(479.1)
(446.9)
Provisions
23
(1.1)
(3.6)
(195.9)
(192.7)
(482.4)
(449.9)
Net current liabilities
(101.8)
(96.7)
(482.4)
(449.9)
Balance sheets
As at 30 June 2025
194
The Rank Group Plc
2025 Annual Report
Note
Group
Company
As at
30 June
2025
£m
As at
30 June
2024
(restated)
£m
As at
30 June
2025
£m
As at
30 June
2024
£m
Non-current liabilities
Lease liabilities
20, 31
(139.9)
(120.8)
Financial liabilities:
– loans and borrowings
20
(30.0)
(40.6)
Deferred tax liabilities
22
(3.5)
(2.8)
Provisions
23
(38.1)
(33.2)
(0.2)
(0.3)
Retirement benefit obligations
30
(3.4)
(3.4)
(214.9)
(200.8)
(0.2)
(0.3)
Total liabilities
(410.8)
(393.5)
(482.6)
(450.2)
Net assets
378.7
339.0
770.3
603.6
Capital and reserves attributable to the Company’s equity
shareholders
Share capital
24
65.0
65.0
65.0
65.0
Share premium
24
155.7
155.7
155.7
155.7
Capital redemption reserve
33.4
33.4
33.4
33.4
Exchange translation reserve
13.9
13.9
Retained earnings
110.7
71.0
516.2
349.5
Total shareholders’ equity
378.7
339.0
770.3
603.6
Note: see note 1.1.5 for details of the prior year restatement.
The profit for the year ended 30 June 2025 for the Company was £173.7m (year ended 30 June 2024: profit of £65.1m).
These financial statements were approved by the Board on 13 August 2025 and signed on its behalf by:
John O’Reilly
Richard Harris
Chief Executive
Chief Financial Officer
The Rank Group Plc
2025 Annual Report
195
Financial Statements
Group
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Exchange
translation
reserve
£m
Retained
earnings
(losses)
£m
Reserves
attributable
to the
Group’s
equity
shareholders
£m
Non-
controlling
interest
£m
Total equity
£m
At 1 July 2023
65.0
155.7
33.4
14.0
57.2
325.3
0.3
325.6
Comprehensive income:
Profit (loss) for the year
12.5
12.5
(0.3)
12.2
Other comprehensive income:
Exchange adjustments, net of tax
(0.1)
(0.1)
(0.2)
(0.2)
Total comprehensive income
(loss) for the year
(0.1)
12.4
12.3
(0.3)
12.0
Transactions with owners:
Credit in respect of employee share
schemes, including tax
1.2
1.2
1.2
Other
0.2
0.2
0.2
At 30 June 2024
65.0
155.7
33.4
13.9
71.0
339.0
339.0
Comprehensive income:
Profit for the year
44.6
44.6
44.6
Other comprehensive income:
Actuarial loss on retirement benefits,
net of tax
(0.1)
(0.1)
(0.1)
Total comprehensive income
for the year
-
44.5
44.5
44.5
Transactions with owners:
Dividends paid to equity holders
(see note 8)
(7.0)
(7.0)
(7.0)
Credit in respect of employee share
schemes, including tax
2.2
2.2
2.2
At 30 June 2025
65.0
155.7
33.4
13.9
110.7
378.7
378.7
Statements of changes in equity
For the year ended 30 June 2025
196
The Rank Group Plc
2025 Annual Report
Company
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Exchange
translation
reserve
£m
Retained
earnings
(losses)
£m
Reserves
attributable
to the
Company’s
equity
shareholders
£m
Non-
controlling
interest
£m
Total equity
£m
At 1 July 2023
65.0
155.7
33.4
284.4
538.5
538.5
Profit and total comprehensive
income for the year
65.1
65.1
65.1
At 30 June 2024
65.0
155.7
33.4
349.5
603.6
603.6
Profit and total comprehensive
income for the year
173.7
173.7
173.7
Transactions with owners:
Dividends paid to equity holders
(see note 8)
(7.0)
(7.0)
(7.0)
At 30 June 2025
65.0
155.7
33.4
516.2
770.3
770.3
The Rank Group Plc
2025 Annual Report
197
Financial Statements
Note
Group
Company
Year ended
30 June
2025
£m
Year ended
30 June
2024
£m
Year ended
30 June
2025
£m
Year ended
30 June
2024
£m
Cash flows from operating activities
Cash generated from operations
25
127.9
118.9
(0.3)
Interest received
1.1
0.6
0.3
Interest paid
(4.1)
(4.4)
Arrangement fee paid
(0.2)
(4.3)
Tax received
1.2
2.4
Net cash generated from operating activities
125.9
113.2
Cash flows from investing activities
Purchase of intangible assets
(11.9)
(16.1)
Purchase of property, plant and equipment
(46.6)
(30.6)
Proceeds from (payment on) sale of business
3.8
(0.8)
Net cash used in investing activities
(54.7)
(47.5)
Cash flows from financing activities
Dividends paid to equity holders
(7.0)
(7.0)
Repayment of term loans
(44.4)
Drawdown of term loans
30.0
Drawdown of revolving credit facilities
108.0
175.4
Repayment of revolving credit facilities
(119.5)
(181.9)
Lease principal payments
(39.7)
(39.0)
Amounts received from subsidiaries
7.0
Net cash used in financing activities
(58.2)
(59.9)
Net increase in cash and short-term deposits
13.0
5.8
Effect of exchange rate changes
0.1
Cash and short-term deposits at start of year
62.4
56.5
Cash and short-term deposits at end of year
27
75.4
62.4
Statements of cash flow
For the year ended 30 June 2025
198
The Rank Group Plc
2025 Annual Report
Financial Statements
Notes to the financial statements
For the year ended 30 June 2025
The Rank Group Plc
2025 Annual Report
199
1.
General information and material accounting policies
General information
The consolidated financial statements of The Rank Group Plc (‘the Company’) and its subsidiaries (together ‘the Group’) for the year
ended 30 June 2025 were authorised for issue in accordance with a resolution of the Directors on 13 August 2025.
The Company is a public limited company which is listed on the London Stock Exchange and is incorporated and domiciled in
England and Wales under registration number 03140769. The address of its registered office is TOR, Saint-Cloud Way, Maidenhead,
SL6 8BN.
The Group operates gaming services in Great Britain, the Channel Islands and Spain. Information on the Group’s structure, including
its subsidiaries, is provided in note 14.
Summary of material accounting policies
The principal accounting policies applied in the preparation of these consolidated and Company financial statements are set out
below. These policies have been consistently applied to all periods presented, except where specified below.
1.1
Basis of preparation
The consolidated and Company financial statements have been prepared under the historical cost convention.
1.1.1
Statement of compliance
The consolidated and Company financial statements have been prepared in accordance with UK-adopted International Accounting
Standards. UK-adopted International Accounting Standards include standards issued by the International Accounting Standards Board
(‘IASB’) that are endorsed for use in the UK.
1.1.2
Going concern
In adopting the going concern basis for preparing the financial information, the Directors have considered the circumstances
impacting the Group during the year. This includes the latest forecast for 2025/26 (‘the Base Case’), the long-range forecast approved
by the Board and recent trading performance. The Group’s projected compliance with its banking covenants has also been reviewed
along with access to funding options for the 12 months ending 31 August 2026, for the going concern period.
The Directors have reviewed and challenged management’s assumptions for the Group’s Base Case. Key considerations are the
assumptions on the levels of customer visits and their average spend in the venues-based businesses, and the number of first-time
and returning depositors in the digital businesses, and the average level of spend per visit for each.
The Base Case view contains certain discretionary costs within management control that could be reduced in the event of a revenue
downturn. These include reductions to overheads, reduction in marketing costs, reductions to the venues’ operating costs and
reductions to capital expenditure.
The committed financing position in the Base Case within the going concern assessment period, is that the Group has access to the
following extended committed facilities, which were executed in January 2025:
Revolving credit facilities (‘RCF’) of £90.0m, repayable as £15.0m in January 2027 and £75.0m in January 2028.
Term loan of £30.0m, with repayment of £5.0m in October 2026 and £25.0m in October 2027.
In undertaking their assessment, the Directors also reviewed compliance with the banking covenants (‘covenants’) which are tested
biannually at June and December. The Group expects to meet the covenants throughout the going concern period and at the test
dates, being December 2025 and June 2026, and have sufficient cash available to meet its liabilities as they fall due.
Sensitivity analysis
The Base Case view reflects the Directors’ best estimate of the outcome for the going concern period. A number of plausible but
severe downside risks, including consideration of possible mitigating actions, have been modelled with particular focus on the
potential impact to cash flows, cash headroom and covenant compliance throughout the going concern period.
The two downside scenarios modelled are:
(i)
Revenues in both Grosvenor and UK Digital fall by 10%, versus the Base Case view. Additional assumptions include increased
regulatory and compliance costs, and costs associated with an assumed cyber incident. Several mitigating actions are undertaken
by management including reduction in capital expenditure, reduction in employment costs and the removal of the Group planning
contingency.
Notes to the financial statements
For the year ended 30 June 2025
200
The Rank Group Plc
2025 Annual Report
(ii)
A reverse stress test where revenues in Grosvenor fall by 26% and revenues in UK Digital fall by 22% in FY26, with management
taking actions as for scenario (i) but with further mitigating actions on employment costs and marketing costs.
Having modelled the scenarios, the indication is that the Group would continue to meet its covenant requirements in all scenarios
and have available cash to meet liabilities within the going concern period, except in the reverse stress test scenario, where one
covenant is breached in August 2026; this is an extreme case and management consider it to be remote. If this scenario was to begin
to unfold, it would be possible to execute further mitigating actions. Refer to note 20 for further details on covenants.
Going concern statement
Based on the Group’s cash flow forecasts and business plan, the Directors believe that the Group will generate sufficient cash to meet
its liabilities as they fall due for the period up to 31 August 2026.
The Directors have considered two downside scenarios which reflects a reduced trading performance, increased regulatory and
compliance costs, inflationary impacts on the cost base, an assumed cyber incident and various management-controlled cost
mitigations.
In conclusion, after reviewing the downside scenario, and considering the remote likelihood of the scenario in the reverse stress test
occurring, the Directors have formed the judgement that, at the time of approving the consolidated financial statements, there are no
material uncertainties that cast doubt on the Group’s and the Company’s going concern status, and that it is appropriate to prepare
the consolidated financial statements on the going concern basis for the period from the date of this report to 31 August 2026.
1.1.3
Accounting estimates and judgements
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and assumptions.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. 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 if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
Critical accounting judgements
The following are the critical accounting judgements, apart from those involving estimates (which are dealt with separately below),
that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on
the amounts recognised in the consolidated and Company financial statements.
(a)
Separately disclosed items (‘SDIs’)
The Group separately discloses certain costs and income that impair the visibility of the underlying performance and trends between
periods. The SDIs are material and infrequent in nature and/or do not relate to underlying business performance. Judgement is
required in determining whether an item should be classified as an SDI or included within the underlying results.
SDIs include, but are not limited to:
Amortisation of acquired intangible assets
Profit or loss on disposal of businesses
Costs or income associated with the closure of venues
Acquisition and disposal costs including changes to deferred or contingent consideration
Impairment charges
Reversal of previously recognised impairment charges
Property-related provisions
Restructuring costs as part of an announced programme
Retranslation and remeasurement of foreign currency contingent consideration
General dilapidations provision interest unwinding
General dilapidation asset depreciation
Discontinued operations
Significant, material proceeds from tax appeals
Tax impact of all the above.
For further detail of those items included as SDIs, refer to note 4.
Financial Statements
The Rank Group Plc
2025 Annual Report
201
(b)
Climate change
The Group continues to consider the impact of climate change in the consolidated and Company financial statements and considers
that the most significant impact would be in relation to the cost of energy to the Group. Best estimates have been factored into future
forecasts, the carrying value of assets and the useful economic life of assets in the accounts (albeit this is not considered to have a
material impact at the current time).
The Group constantly monitors the latest Government legislation in relation to climate related matters. At the current time, no
legislation has been passed that will impact the Group. The Group will adjust key assumptions in value in use calculations and
sensitise these calculations should a change be required.
(c)
Dilapidation costs
The dilapidations provision represents the estimated cost of dilapidations of certain properties at the end of the lease term. The
provision is reviewed periodically and reflects judgement in the interpretation of lease terms and negotiation positions with landlords
including the likelihood that the current leasehold properties may be subject to redevelopment at the end of the lease term.
The dilapidation costs are considered, based on management’s judgement, not to relate to underlying business performance as they
crystallise only in the event of a venue being closed, which leads to exit costs that are considered to be outside of the normal course
of business.
(d)
Lease extensions
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to
extend the lease if it is reasonably certain to be exercised.
The Group has several lease contracts that include extension options. Judgement is applied in evaluating whether or not it is
reasonably certain that the option to renew or extend the lease will be exercised. Extension options are only included in the lease
term if the lease is reasonably certain to be extended. This evaluation takes into account factors such as whether the Group has
demonstrated an intention to extend the contract; either through management’s decision to proceed with the extension or by
committing to significant investment within the premises, both of which are treated as strong indicators that the lease extension is
reasonably certain to occur.
In determining the lease term, management considers all facts and circumstances that create an economic incentive for the lease to
be extended (or not terminated).
After the commencement date, the Group reassesses the lease term if a significant event or a significant change in circumstances
occurs which affects this assessment and that is within the control of the Group.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below. The Group based its assumptions and estimates on parameters available
when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may
change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
(a)
Estimated impairment or subsequent reversal of previously recognised impairment for non-financial assets
Details of the Group’s accounting policy in relation to impairments and impairment reversals are disclosed in note 1.14.
The application of the policy requires the use of accounting estimates in determining the recoverable amount of cash-generating
units to which the goodwill, intangible assets, right-of-use assets and property, plant and equipment are associated. The recoverable
amount is the higher of the fair value less costs of disposal, and value in use. Estimates of fair value less costs of disposal are
performed internally by experienced senior management supported by knowledge of similar transactions and advice from external
experts or, if applicable, offers received. Value in use is calculated using estimated cash flow projections from strategic plans and
financial budgets, discounted by selecting an appropriate rate for each cash-generating unit.
The impairment testing of goodwill and non-current assets included additional sensitivity analysis in the disclosures. The key
judgement is the level of trading in the venues, overall macroeconomic conditions and its impact on estimated future cash flows.
Further details of the assumptions, estimates and sensitivities are disclosed in note 13.
Notes to the financial statements
For the year ended 30 June 2025
202
The Rank Group Plc
2025 Annual Report
The Company also tests annually the carrying value of its investments in subsidiaries. The application of this policy requires the
use of estimates and judgements in determining the recoverable amount of the subsidiary undertakings. The recoverable amount is
determined by applying an estimated valuation multiple to budgeted future earnings and deducting estimated costs of disposal (fair
value less costs of disposal) and/or by using discounted cash flows (value in use), along with consideration of the underlying net
assets and market capitalisation, and is disclosed in note 14.
(b)
Dilapidations provision
Provisions for dilapidations are recognised where the Group has the obligation to make good its leased properties. These provisions
are measured based on historically settled dilapidations which form the basis of the estimated future cash outflows. Any difference
between amounts expected to be settled and the actual cash outflow will be accounted for in the period when such determination is
made.
The Group’s provisions are estimates of the actual costs and timing of future cash flows, which are dependent on future events,
property exits and market conditions. Thus, there is inherently an element of estimation uncertainty within the provisions recognised
by the Group. Any difference between expectations and the actual future liability will be accounted for in the period when such
determination is made.
The provisions are most sensitive to estimates of the future cash outflows which are based on historically settled dilapidations.
This means that an increase in cash outflows of 1% would have resulted in a £0.3m increase in the dilapidations provision. Likewise,
a decrease in cash outflows of 1% would have resulted in a £0.3m decrease in the dilapidations provision.
(c)
Determination of the fair values of intangible assets
The Group estimates the fair value of acquired intangible assets arising from business combinations by selecting and applying
appropriate valuation methods. These include the relief from royalty and multi-period excess earnings valuation methods, both of
which require significant estimates to be made. Examples include estimating expected cash flows and identifying appropriate royalty
and discount rates. The fair value of each acquired intangible asset is amortised over the respective asset’s estimated useful life. The
Group uses projected financial information together with comparable industry information as well as applying its own experience and
knowledge of the industry in making such judgements and estimates.
Where a third-party is involved to determine the fair value of the acquired intangible assets, the key assumptions reviewed by the
Group include cash flow projections, terminal growth rates and discount rates as well as a sensitivity analysis.
(d)
Income taxes
The Group is subject to income taxes in numerous jurisdictions and as such, requires judgements to be made as well as best
estimates and assumptions.
Judgement must be applied in assessing the likely outcome of certain tax matters whose final outcome may not be determined for a
number of years. These judgements are reassessed in each period until the outcome is finally determined through resolution with a
tax authority and/or through a legal process. Differences arising from changes in judgement or from final resolution may be material
and will be charged or credited to the Group income statement in the relevant period.
Within the Group’s net income tax payable of £2.4m (30 June 2024: receivable of £4.3m) are amounts of £0.1m payable (30 June
2024: £0.1m) that relate to uncertain tax positions. The Group evaluates uncertain items, where the tax judgement is subject to
interpretation and remains to be agreed with the relevant tax authority. Provisions for uncertain items are made using an estimation
of the most likely tax expected to be paid, based on a qualitative assessment of all relevant information. In assessing the appropriate
provision for uncertain items, the Group considers progress made in discussions with tax authorities, expert advice on the likely
outcome and recent developments in case law. Further details of income tax are disclosed in note 19.
Financial Statements
The Rank Group Plc
2025 Annual Report
203
1.1.4
Changes in accounting policy and disclosures
(a)
Standards, amendments to and interpretations of existing standards adopted by the Group
In preparing the consolidated financial statements for the current period, the Group has adopted the following new IFRSs,
amendments to IFRSs and IFRS Interpretations Committee (IFRIC) interpretations. None of these standards have a significant impact
on the results or net assets of the Group, with the exception of IAS 1 - refer to the prior year restatement per note 1.1.5 below.
Changes are detailed below:
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16.
Disclosures: Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7.
(b)
Standards, amendments to and interpretations of existing standards that are not yet effective
At the date of authorisation of the consolidated financial statements, the following relevant standards, amendments and
interpretations, which have not been applied in these consolidated financial statements, were in issue but not yet effective:
Lack of exchangeability – Amendments to IAS 21 (effective for the period beginning 1 July 2025).
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for the period beginning
1 July 2026).
Annual Improvements to IFRS Accounting Standards – Volume 11 (effective for the period beginning 1 July 2026).
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (effective for the period beginning 1 July
2026).
IFRS 18 – Presentation and Disclosure in Financial Statements (effective for the period beginning 1 July 2027).
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28.
The Group does not currently believe that the adoption of these new standards or amendments would have a material effect on the
results or financial position of the Group.
1.1.5
Prior year restatement
These consolidated financial statements include a prior year restatement in relation to the presentation and classification of the
Group’s Revolving Credit Facility (‘RCF’) in accordance with IAS 1 amendments. This saw the RCF reclassified from current liabilities
to non-current liabilities. The adjustment reduces current liabilities by £11.5m and increases non-current liabilities by £11.5m as at 30
June 2024.
The prior period comparatives have been restated for the above items in accordance with IAS 8: ‘Accounting Policies, Changes in
Accounting Estimates and Errors’ and have impacted the primary financial statements as follows:
Balance sheet
As at 30 June 2024
 
As
   
 
previously
   
 
reported
Adjustment
As restated
 
£m
£m
£m
Current liabilities
     
Financial liabilities – loans and borrowings
(14.8)
11.5
(3.3)
Non-current liabilities
     
Financial liabilities – loans and borrowings
(29.1)
(11.5)
(40.6)
Net current liabilities
(108.2)
11.5
(96.7)
Total liabilities
(393.5)
(393.5)
Net assets
339.0
339.0
Equity
     
Total shareholders’ equity
339.0
339.0
Notes to the financial statements
For the year ended 30 June 2025
204
The Rank Group Plc
2025 Annual Report
1.2
Consolidation
The consolidated financial statements comprise the financial statements of the parent company and its subsidiaries as at 30 June
2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if,
the Group has: (a) power over the investee, (b) exposure, or rights, to variable returns from the investee, and (c) the ability to use its
power to affect those returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group loses control of the subsidiary. The assets, liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
If the Group loses control of a subsidiary, it derecognises the related assets (including goodwill), liabilities and other components of
equity, while any resultant gain or loss is recognised in the Group income statement.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies as
applied to subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Group has no material associates.
1.3
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is
measured at the acquisition date and represents the aggregate fair value of assets transferred and liabilities incurred.
Amounts payable in respect of deferred or contingent consideration are recognised at fair value at the acquisition date and included in
consideration transferred. The subsequent unwind of any discount is recognised as an SDI within finance costs in the Group income
statement. Other contingent consideration that either is within the scope of IFRS 9 or within the scope of other standards is remeasured
at fair value at each reporting date and changes in fair value are recognised as an SDI in the Group income statement.
Changes in the fair value of contingent consideration recognised as a financial liability that qualify as measurement period adjustments
(being 12 months from the acquisition date) are adjusted retrospectively, with corresponding adjustments against goodwill. Material
changes that do not qualify as measurement period adjustments are recognised as an SDI in the Group income statement.
When the Group acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition date fair value of the consideration
transferred over the fair value of the net identifiable amounts of the assets acquired and the liabilities assumed in exchange for the
business combination. Identifiable intangible assets are recognised separately from goodwill.
If the aggregate of the acquisition date fair value of the consideration transferred is lower than the fair value of the assets, liabilities
and contingent liabilities in the business acquired, the difference is recognised through the Group income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for items for which the accounting is incomplete. Those provisional amounts are
adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information
obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts
recognised at that date.
Acquisition costs incurred are expensed as a separately disclosed item.
1.4
Revenue recognition
Revenue consists of the fair value of sales of goods and services net of sales taxes, rebates and discounts.
The fair value of free bets, promotions and customer bonuses (‘customer incentives’) are also deducted from appropriate revenue
streams.
Financial Statements
The Rank Group Plc
2025 Annual Report
205
(a)
Gaming win – casino and other digital products
Revenue for casinos includes gaming win before deduction of gaming-related duties. Revenue for other digital products, including
interactive games, represents gaming win before deduction of gaming-related duties. Although disclosed as revenue, gaming
win – casino and revenue for other digital products is accounted for and meets the definition of a gain under IFRS 9: ‘Financial
Instruments’. Gaming revenue includes gains and losses arising where customers play against the house. Due to the nature of the
transaction, the amount of the payment the Group may be obliged to pay to the customer is uncertain. The financial instrument is
therefore a derivative and is initially recognised at fair value and subsequently remeasured to fair value with changes in fair value
recorded in the Group income statement.
The initial fair value is generally the amount staked by the customer and includes adjustments for customer incentives, such as
free bets, promotions and customer bonuses, where applicable. The instrument is subsequently remeasured when the result of the
transaction is known and the amount payable is confirmed. This movement may be a gain or a loss. Gains and losses are offset on the
basis that they arise from similar transactions. Such gains and losses are recorded in revenue.
(b)
Gaming win – bingo and poker
Revenue for bingo is net of customer contribution to prizes but gross of company contributed prizes. It is net of any sales taxes but
before deduction of gaming-related duties. Revenue for poker represents the rake received. The Group’s income earned from the
above items is recognised when control of the goods or services is transferred to the customer and is within the scope of IFRS 15.
(c)
Food, beverage and others
Revenue from food, beverage and other sales is recognised at the point of sale when control of the goods or services is transferred to
the customer and is within the scope of IFRS 15.
1.5
Segment reporting
In line with IFRS 8: ‘Operating Segments’, segments are reported in a manner consistent with the internal reporting provided to the
Chief Operating Decision-Makers. The Chief Operating Decision-Makers, who are responsible for allocating resources and assessing
performance of the operating segments, have been identified as the senior management team (the composition of which is disclosed
on pages 126-127 and at www.rank.com), which makes strategic and operational decisions.
The Group reports five segments: Digital, Grosvenor Venues, Mecca Venues, Enracha Venues and Corporate Costs.
UK Digital, Enracha Digital, YoBingo and Stride is a single operating segment which is known as Digital. Grosvenor Venues cover all
UK casinos. Mecca Venues covers all UK bingo halls. Enracha Venues covers all Spanish-facing venues.
1.6
Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal of an asset as held for sale if their carrying amounts will be recovered
principally through a sale transaction rather than through continuing use. Non-current assets are measured at the lower of their
carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset,
excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset is available for
immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant
changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the
asset and the sale expected to be completed within one year from the date of the classification.
Property, plant and equipment, right-of-use assets and intangible assets are not depreciated or amortised once classified as held for
sale.
Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss
after tax from discontinued operations in the Group income statement.
1.7
Foreign currency translation
The consolidated and Company financial statements are presented in UK sterling (‘the presentation currency’), which is also the
Company’s functional currency. Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
Notes to the financial statements
For the year ended 30 June 2025
206
The Rank Group Plc
2025 Annual Report
(a)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the
transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Group income
statement in finance costs or income.
(b)
Group companies
The results and financial position of all the Group companies (none of which has the currency of a hyper-inflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate on the balance sheet date. The closing
euro rate against UK sterling was 1.17 (30 June 2024: 1.18);
(ii)
income and expenses for each income statement are translated at average exchange rates unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rates prevailing on the dates of the transactions. The average euro rate against UK sterling was
1.19 (year ended 30 June 2024: 1.16); and
(iii)
all resulting exchange differences are recognised as a separate component of equity.
When a foreign operation is sold, such exchange differences are recognised in the Group income statement, as part of the gain or
loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated at the closing rate.
1.8
Financial assets
Financial assets within the scope of IFRS 9 are classified as financial assets at initial recognition, as subsequently measured at
amortised cost.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and
the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus transaction costs.
In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are solely
payments of principal and interest (‘SPPI’) on the principal amount outstanding. This assessment is referred to as the SPPI test and is
performed at an instrument level.
For purposes of subsequent measurement, the Group applies the IFRS 9 simplified approach in measuring expected credit losses
which use a lifetime expected credit loss allowance. Financial assets are written off when there is objective evidence that the full
amount may not be collected.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Group’s balance sheet) when:
the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows
in full without material delay to a third-party.
1.9
Financial liabilities
Financial liabilities within the scope of IFRS 9 are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings or payables. All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs. The Group and Company’s financial liabilities include trade
and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.
The subsequent measurement of financial liabilities depends on their classification, as described below:
(a)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated
upon initial recognition as at fair value through profit or loss. Gains or losses on liabilities held for trading are recognised in the
Group income statement. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at
the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.
Financial Statements
The Rank Group Plc
2025 Annual Report
207
(b)
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective
interest rate (‘EIR’) method. Gains and losses are recognised in the Group income statement when the liabilities are derecognised
as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Group
income statement.
(c)
Financial guarantee contracts (Company only)
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder
for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are initially measured at fair value by applying the estimated probability of default to the cash outflow
should default occur and subsequently amortising over the expected length of the guarantee, to the extent that the guarantee is not
expected to be called. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle
the present obligation at the reporting date or the amount recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the Group income statement.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and
settle the liabilities simultaneously.
1.10
Leases
The Group leases various properties and equipment. Rental contracts are made for various fixed periods. Lease terms are negotiated
on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing purposes.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by
the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the Group income
statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities, where applicable, include
the net present value of the following lease payments:
Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
Variable lease payments that are based on an index or a rate;
Amounts expected to be payable by the lessee under residual value guarantees;
The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Variable lease payments that are not based on an index or a rate are not part of the lease liability, but they are recognised in the
Group income statement when the event or condition that triggers those payments occurs.
The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments or a change in the assessment of an option to purchase the underlying asset.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset
of similar value in a similar economic environment with similar terms and conditions.
Notes to the financial statements
For the year ended 30 June 2025
208
The Rank Group Plc
2025 Annual Report
Right-of-use assets, where applicable, are measured at cost comprising the following:
The amount of the initial measurement of lease liability;
Any lease payments made at or before the commencement date less any lease incentives received; and
Any initial direct costs.
The depreciation period for the right-of-use asset is from the lease commencement date to the earlier of the end of the lease term or
the end of the useful life of the asset, as follows:
   
Land and buildings
up to 99 years
Fleet and machines
up to 5 years
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense
in the Group income statement. Short-term leases are leases with a lease term of 12 months or less. In determining the lease term,
management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension
options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For short-term leases
without the option to extend, the lease continues on a short-term basis until an agreement is reached. The assessment is reviewed if
a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the
Group as a lessee.
Where appropriate the Group will sublet properties which are vacant in order to derive lease income, which is shown net of lease
costs.
1.11 Provisions, contingent liabilities and regulatory matters
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely
than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are
measured at the best estimate of the expenditures required to settle the obligation. If the effect of the time value of money is material,
provisions are discounted using a pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are possible obligations and present obligations that are not probable or not reliably measurable. Contingent
liabilities are disclosed but not accounted for, however, disclosure is not required if payment is remote. The Group’s policy is to
engage collaboratively with regulators and address any concerns raised as soon as possible. The Group takes legal advice, as
appropriate, as to the manner in which it should respond to matters raised and the potential outcome.
However, for the majority of these matters, the Board is unable to quantify reliably the likelihood, timing and outflow of funds that
may result, if any. For material matters where an outflow of funds is probable and can be measured reliably based on the latest
information available at the reporting date, amounts have been recognised in the consolidated and Company financial statements
within provisions.
1.12
Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment. Such cost includes expenditure that
is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the
financial period in which they are incurred.
Depreciation is calculated on assets using the straight-line method to allocate their cost less residual values over their estimated
useful lives, as follows:
   
Land and buildings
50 years or lease term if less
Refurbishment of property
5 to 20 years or lease term
Fixtures, fittings, plant and machinery
3 to 20 years
Land is not depreciated.
Residual values and useful lives are reviewed at each balance sheet date, and adjusted prospectively, if appropriate.
Financial Statements
The Rank Group Plc
2025 Annual Report
209
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the Group income statement.
Pre-opening costs are expensed to the Group income statement as incurred.
Assets under construction included in property, plant and equipment are amounts relating to expenditure for assets in the course of
construction.
1.13
Intangible assets
(a)
Goodwill
Goodwill represents the excess of the fair value of the consideration transferred over the fair value of the Group’s share of the net
identifiable assets less the liabilities assumed at the date of acquisition. Goodwill on acquisitions is included in intangible assets.
Goodwill is tested annually for impairment and is allocated to the relevant cash-generating unit or group of cash-generating units for
the purpose of impairment testing. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows, that
are largely independent of the cash inflows from other assets or groups of assets. After initial recognition, goodwill is measured at
cost less any accumulated impairment losses.
(b)
Casino and other gaming licences and concessions
The Group capitalises acquired casino and other gaming licences and concessions. Management believes that casino and other
gaming licences have indefinite lives as there is no foreseeable limit to the period over which the licences are expected to generate
net cash inflows and each licence holds a value outside of the property in which it resides. Each licence is reviewed annually for
impairment.
(c)
Software and development
Costs that are directly associated with the production and development of identifiable and unique software products controlled by the
Group, and that are expected to generate economic benefits exceeding costs beyond one year, are recognised as intangible assets for
both externally purchased and internally developed software. Direct costs include specific employee costs for software development.
Software acquired as part of a business combination is recognised at fair value at the date of acquisition.
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
(d)
Brands
Represents the fair value of brands and trademark assets acquired in business combinations at the acquisition date.
(e)
Customer relationships
Represents the fair value of customer relations acquired in business combinations at the acquisition date.
Amortisation is recognised on a straight-line basis over the estimated useful life of intangible assets unless such lives are indefinite.
The estimated useful lives are as follows:
Casino and other gaming licences
10 years or indefinite
Software and development
3 to 5 years
Brands
10 years
Customer relationships
4 years
1.14
Impairment or subsequent reversal of previously recognised impairment for non-financial assets
Assets that have an indefinite useful life are not subject to depreciation or amortisation and are tested annually for impairment.
Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable or where they indicate a previously recognised impairment may no longer
be required.
In instances where there is an indicator of impairment on right-of-use assets, any lease with an expiry of one to two years is extended
for a total of five years as a management judgement to determine a more appropriate fair value, unless ongoing negotiations suggest
that a longer period is reasonably certain to be agreed with the landlord. For such circumstances, the assessment for a longer period
requires significant management judgement. This evaluation considers factors such as whether the terms have been agreed upon
with the landlord but are pending signed contracts for enforceability, or whether negotiations are in the final stages, making it
reasonably certain that an extension will be agreed upon.
Notes to the financial statements
For the year ended 30 June 2025
210
The Rank Group Plc
2025 Annual Report
An impairment loss is recognised as the 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 of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-generating units).
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 groups of assets.
If an impairment loss is recognised, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised as an expense in the Group income statement immediately.
Any impairment is allocated pro-rata across all assets in a cash-generating unit unless there is an indication that a class of asset
should be impaired in the first instance or a fair market value exists for one or more assets. Once an asset has been written down to
its fair value less costs of disposal then any remaining impairment is allocated equally amongst all other assets.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.
Reversals are allocated pro-rata across all assets in the cash-generating unit unless there is an indication that a class of asset should
be reversed in the first instance or a fair market value exists for one or more assets. A reversal of an impairment loss is recognised in
the Group income statement immediately.
An impairment loss recognised for goodwill is never reversed in subsequent periods.
1.15
Employee benefit costs
(a)
Pension obligations
The Group operates a defined contribution plan under which the Group pays fixed contributions to a separate entity. The Group
has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit
expense when they are due.
The Group also has an unfunded pension commitment relating to three former Executives of the Group. The amount recognised
in the balance sheet in respect of the commitment is the present value of the obligation at the balance sheet date, together with
adjustments for actuarial gains or losses. The Group recognises actuarial gains and losses immediately in the Group statement of
comprehensive income. The interest cost arising on the commitment is recognised in net finance costs.
(b)
Share-based compensation
The Group operates share-based payment schemes for employees of its subsidiaries whereby the Company makes awards of its own
shares to employees of its subsidiaries. As such, the Company recognises an increase in the cost of investment in its subsidiaries
equivalent to the equity-settled share-based payment charge recognised in its subsidiaries’ financial statements, with the
corresponding credit being recognised directly in equity.
The cost of equity-settled transactions with employees for awards is measured by reference to the fair value at the date on which they
are granted. The fair value is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled (the vesting period). 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 Group’s
best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period
represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional
upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting
condition is satisfied, provided that service conditions are also satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the
terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that
increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the
date of modification.
Financial Statements
The Rank Group Plc
2025 Annual Report
211
Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised
for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the
entity or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a replacement
award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as
described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally, regardless of whether
the entity or the employee cancels the award.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised.
(c)
Bonus plans
The Group recognises a liability in respect of the best estimate of bonuses payable where contractually obliged to do so or where a
past practice has created a constructive obligation.
1.16
Cash and short-term deposits
Cash comprises cash in hand, balances with banks and on-demand deposits. Short-term deposits are short-term, highly liquid
investments that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with
maturities of three months or less.
1.17
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventory is determined on a ‘first-in, first-out’ basis.
The cost of finished goods comprises goods purchased for resale.
Net realisable value is the estimated selling price in the ordinary course of business. When necessary, provision is made for obsolete
and slow-moving inventories.
1.18
Taxation
(a)
Current tax
Current tax assets and liabilities for the current and prior periods are measured as the amount expected to be paid or to be recovered
from the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively
enacted, by the reporting date. Current tax relating to items recognised directly in equity is recognised in equity and not the income
statement.
Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to
interpretation at each reporting date and establishes provisions where appropriate.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. However, if deferred tax arises from the 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, it is not accounted for. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability
is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current taxation assets against current
taxation liabilities and it is the intention to settle these on a net basis.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of
the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable
future.
Notes to the financial statements
For the year ended 30 June 2025
212
The Rank Group Plc
2025 Annual Report
(c)
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
Where the sales tax incurred on a purchase of assets or 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.
For receivables and payables that 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
balance sheet.
1.19
Equity
Equity issued by the Company is recorded as the proceeds received from the issue of shares, net of direct issue costs.
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is recognised within the share premium.
On issuance of convertible preference shares, the fair value of the liability component is determined using a market rate for an
equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction
costs) until it is extinguished on conversion or redemption.
The remainder of the proceeds are allocated to the conversion option that is recognised and included in the capital redemption
reserve. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is
not remeasured in subsequent years.
Transaction costs are apportioned between the liability and equity components of the convertible preference shares, based on the
allocation of proceeds to the liability and equity components when the instruments are initially recognised.
1.20
Dividends
Dividends proposed by the Board of Directors and unpaid at the period 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.
1.21
Investments
Investments in subsidiaries are held at cost less accumulated impairment.
1.22
Separately disclosed items
The Group separately discloses those items which are required to give a full understanding of the Group’s financial performance and
aid comparability of the Group’s result between periods. Such items are considered by the Directors to require separate disclosure
due to their size or nature in relation to the Group.
1.23
Jackpot accrual
A jackpot liability is recognised where there is a present obligation as a result of a past event, which can be reliably estimated and
settlement is deemed probable. This includes player contributions to current and future jackpots.
1.24
Customer balances
Customer deposits comprise the amounts that are credited to customers’ bankroll (the Group’s electronic ‘wallet’), including
provision for bonuses granted by the Group, less fees and charges applied to customer accounts, along with full progressive
provision for jackpots. These amounts are repayable in accordance with the applicable terms and conditions.
Financial Statements
The Rank Group Plc
2025 Annual Report
213
1.25
Finance income
Finance income relates to interest income and is accrued on a time basis, by applying the effective interest rate to the gross carrying
amount of the asset, when the asset is not impaired.
For financial assets that have been impaired after initial recognition, interest income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the asset is no longer impaired, the interest income calculation reverts to the gross
carrying amount.
1.26
Finance costs
Finance costs arising on interest-bearing financial instruments carried at amortised cost are recognised using the effective interest
rate applicable. Finance costs include the amortisation of fees that are an integral part of the effective finance cost of a financial
instrument, including issue costs.
1.27
Fair value measurement
The Group measures certain financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received or paid in an orderly transaction between market participants at a particular date, either
in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for that
asset or liability accessible to the Group.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
IFRS 13: ‘Fair Value Measurement’ emphasises that fair value is a market-based measurement, not an entity-specific measurement.
Therefore, fair value measurements under IFRS 13 should be determined based on the assumptions that market participants would
use in pricing the asset or liability.
As a basis for considering market participant assumptions in fair value measurements, IFRS 13 establishes a fair value hierarchy that
distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting
entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about
market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
The fair value related disclosures and further details of each level of the hierarchy noted above are shown in note 20.
1.28
Chief Operating Decision-Makers
The Chief Operating Decision-Makers (‘CODM’) play a pivotal role in overseeing the Group’s financial reporting and ensuring
adherence to accounting standards. The CODM’s responsibilities include:
Ensuring Rank financial information reflects the true financial position of the Group which facilitates sound decision making and
promoting long-term stability;
Ensuring Rank has full compliance with relevant accounting standards;
Upholding the transparency in our financial reporting;
Maintaining vigilance around the risks associated with non-compliance, taking steps to mitigate these risks; and
Leveraging accurate and compliant financial reports, to make informed strategic decisions that impact the Group’s growth, risk
management and resource allocation.
Notes to the financial statements
For the year ended 30 June 2025
214
The Rank Group Plc
2025 Annual Report
2.
Segmental reporting
(a)
Segment information – operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors, as the Chief
Operating Decision-Makers (‘CODM’), to enable them to make strategic and operational decisions.
The Group reports five segments: Digital, Grosvenor Venues, Mecca Venues, Enracha Venues and Corporate Costs.
   
 
Year ended 30 June 2025
   
Grosvenor
Mecca
Enracha
Corporate
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Continuing operations
           
Revenue
235.7
378.4
140.4
40.9
795.4
Operating profit (loss)
33.3
32.0
3.4
10.8
(15.8)
63.7
Separately disclosed items (note 4)
4.1
(2.2)
2.2
3.0
(3.8)
3.3
Segment result
37.4
29.8
5.6
13.8
(19.6)
67.0
Finance costs
         
(13.2)
Finance income
         
1.0
Other financial losses
         
(0.9)
Profit before taxation
         
53.9
Taxation
         
(9.3)
Profit for the year from continuing operations
         
44.6
Other segment items – continuing operations
           
Capital expenditure
(9.3)
(35.8)
(9.2)
(2.1)
(2.1)
(58.5)
Depreciation and amortisation
(11.8)
(29.3)
(8.5)
(1.7)
(1.5)
(52.8)
Separately disclosed items – continuing operations
           
Impairment charges
(4.5)
(6.1)
(0.2)
(10.8)
Impairment reversals
3.2
5.2
3.3
11.7
Closure of venues
0.4
2.5
(0.1)
(0.1)
2.7
Amortisation of acquired intangible assets
(2.4)
(2.4)
Property-related provisions
(1.3)
0.6
(5.0)
(5.7)
Divestment of businesses
6.5
6.5
Fleet liability write-off
0.8
0.8
VAT refund from HMRC (in relation to a disposed business)
0.5
0.5
Financial Statements
The Rank Group Plc
2025 Annual Report
215
Year ended 30 June 2024
Grosvenor
Mecca
Enracha
Corporate
Digital
Venues
Venues
Venues
Costs
Total
£m
£m
£m
£m
£m
£m
Continuing operations
Revenue
226.0
331.3
138.9
38.5
734.7
Operating profit (loss)
23.4
23.7
3.7
9.6
(14.1)
46.3
Separately disclosed items (note 4)
(7.2)
(7.2)
(5.4)
3.5
(0.6)
(16.9)
Segment result
16.2
16.5
(1.7)
13.1
(14.7)
29.4
Finance costs
(13.4)
Finance income
0.7
Other financial losses
(1.2)
Profit before taxation
(15.5)
Taxation
(3.5)
Profit for the year from continuing operations
12.0
Other segment items – continuing operations
Capital expenditure
(10.3)
(19.0)
(14.1)
(2.3)
(1.0)
(46.7)
Depreciation and amortisation
(14.6)
(25.9)
(4.3)
(1.5)
(1.4)
(47.7)
Separately disclosed items – continuing operations
Impairment charges
(18.8)
(10.0)
(28.8)
Impairment reversals
12.9
4.7
3.6
21.2
Closure of venues
(0.2)
0.7
(0.1)
(0.6)
(0.2)
Amortisation of acquired intangible assets
(6.6)
(6.6)
Property-related provisions
(1.1)
(0.8)
(1.9)
Divestment of Multi-brands and Passion Gaming
(0.6)
(0.6)
The Group reports segmental information on the basis by which the Chief Operating Decision-Makers utilise internal reporting
within the business.
Assets and liabilities have not been segmented as this information is not provided to the Chief Operating Decision-Makers on a
regular basis.
Capital expenditure comprises cash expenditure on property, plant and equipment and other intangible assets.
Notes to the financial statements
For the year ended 30 June 2025
216
The Rank Group Plc
2025 Annual Report
(b)
Geographical information
The Group operates in three main geographical areas: the UK, Continental Europe and Rest of World.
(i)
Revenue from customers by geographical area based on location of customer
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
UK
727.6
664.8
Continental Europe
67.8
66.1
Rest of World
3.8
Total revenue
795.4
734.7
(ii)
Non-current assets by geographical area based on location of assets
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
UK
611.3
556.2
Continental Europe
70.5
66.8
Total non-current assets
681.8
623.0
With the exception of the UK, no individual country contributed more than 15% of consolidated sales or assets.
(c)
Total revenue and profit from operations
 
Revenue
Profit
 
Year ended
Year ended
Year ended
Year ended
 
30 June
30 June
30 June
30 June
 
2025
2024
2025
2024
 
£m
£m
£m
£m
From continuing operations
795.4
734.7
44.6
12.0
From discontinued operations
0.2
 
795.4
734.7
44.6
12.2
(d)
Total revenue by income stream
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Revenue recognised under IFRS 9
   
Gaming win – Casino
664.2
599.4
Revenue recognised under IFRS 15
   
Gaming win – Bingo
63.3
64.4
Gaming win – Poker
23.4
23.8
Gaming win – Rummy
3.4
Food and beverage
40.8
39.8
Other
3.7
3.9
Total revenue recognised under IFRS 15
131.2
135.3
Total revenue
795.4
734.7
Financial Statements
The Rank Group Plc
2025 Annual Report
217
(e)
Total cost analysis by segment
To increase transparency, the Group has decided to include an additional disclosure analysing total costs by type and segment.
A reconciliation of total costs, before separately disclosed items, by type and segment is as follows:
Year ended 30 June 2025
   
Grosvenor
Mecca
Enracha
Corporate
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Employment and related costs
33.2
158.6
49.7
18.9
10.7
271.1
Taxes and duties
52.4
80.2
26.5
1.9
2.2
163.2
Direct costs
56.1
31.7
22.8
3.1
113.7
Depreciation and amortisation
11.8
29.3
8.5
1.7
1.5
52.8
Marketing
39.5
7.0
5.6
2.6
54.7
Property costs
0.6
10.5
4.2
0.6
0.5
16.4
Other
8.8
29.1
19.7
1.3
0.9
59.8
Total costs before separately disclosed items
202.4
346.4
137.0
30.1
15.8
731.7
Cost of sales
         
453.0
Operating costs
         
278.7
Total costs before separately disclosed items
         
731.7
Year ended 30 June 2024
   
Grosvenor
Mecca
Enracha
Corporate
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Employment and related costs
28.9
139.6
51.8
17.7
8.6
246.6
Taxes and duties
51.2
70.0
26.1
1.8
2.1
151.2
Direct costs
55.3
29.2
21.9
3.4
109.8
Depreciation and amortisation
14.6
25.9
4.3
1.5
1.4
47.7
Marketing
39.2
8.0
5.1
2.8
55.1
Property costs
1.0
9.5
5.1
0.5
0.4
16.5
Other
12.4
25.4
20.9
1.2
1.6
61.5
Total costs before separately disclosed items
202.6
307.6
135.2
28.9
14.1
688.4
Cost of sales
         
418.2
Operating costs
         
270.2
Total costs before separately disclosed items
         
688.4
The Group reports segmental information on the basis by which the Chief Operating Decision-Makers utilise internal reporting
within the business.
Notes to the financial statements
For the year ended 30 June 2025
218
The Rank Group Plc
2025 Annual Report
3.
Profit for the year – analysis by nature
The following items have been charged (credited) in arriving at the profit (loss) for the year before financing and taxation, from
continuing operations:
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Employee benefit expense (see note 28)
245.5
225.7
Cost of inventories recognised as expense
21.5
22.1
Amortisation of intangibles
11.8
15.0
Depreciation:
   
- Owned assets (including £20.2m (year ended 30 June 2024: £17.2m) within cost of sales)
22.2
18.6
- Right-of-use assets (including £17.2m (year ended 30 June 2024: £12.9m) within cost of sales)
18.8
14.1
Amortisation and depreciation included within separately disclosed items
4.2
8.3
Separately disclosed items – operating costs (see note 4)
(3.3)
16.9
Auditors’ remuneration for audit services (see below)
1.9
1.9
In the year, the Group’s auditors, Ernst & Young LLP, including its network firms, earned the following fees:
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Audit services:
   
Fees payable to the Company’s auditor for the parent company and consolidated financial
1.8
1.7
statements
   
Other services:
   
– Other services – non-audit
0.1
0.2
Total audit services
1.9
1.9
The audit fees relating to the parent company were £35,000 (year ended 30 June 2024: £35,000).
It is the Group’s policy to balance the need to maintain auditor independence with the benefit of taking advice from the leading firm
in the area concerned, and the desirability of being efficient.
Financial Statements
The Rank Group Plc
2025 Annual Report
219
4.
Separately disclosed items (‘SDIs’)
   
   
Year ended
Year ended
   
30 June
30 June
   
2025
2024
 
Note
£m
£m
Continuing operations
     
Impairment charges
11, 12, 13, 14
(10.8)
(28.8)
Impairment reversals
11, 12, 13, 14
11.7
21.2
Divestment of businesses
 
6.5
(0.6)
Closure of venues
 
2.7
(0.2)
Fleet liability write-off
 
0.8
VAT refund from HMRC (in relation to a disposed business)
 
0.5
Amortisation of acquired intangible assets
 
(2.4)
(6.6)
Property-related provisions
 
(5.7)
(1.9)
Separately disclosed items
1
 
3.3
(16.9)
Interest
 
(0.8)
(1.1)
Taxation
6
(0.6)
2.8
Separately disclosed items relating to continuing operations
1
 
1.9
(15.2)
Separately disclosed items relating to discontinued operations
1
     
Profit on disposal of business
 
0.2
Total separately disclosed items
1
 
1.9
(15.0)
1.
It is Group policy to reverse separately disclosed items within the same line they were originally recognised under.
Impairment charges and reversals
During the year, the Group recognised impairment charges of £10.8m relating to several Grosvenor, Mecca and Enracha venues (year
ended 30 June 2024: £28.8m relating to Grosvenor and Mecca venues) for a number of reasons, including lower than anticipated
performance in certain venues, reduced forecast performance and lease events.
The Group also recognised a reversal of previously impaired assets of £11.7m relating to several Grosvenor, Mecca and Enracha
venues (year ended 30 June 2024: £21.2m relating to Grosvenor, Mecca and Enracha venues). The reversals were driven by better
than anticipated performance, improved financial forecasts and higher multiples in the identified Grosvenor, Mecca and Enracha
venues, and improved growth rates in Grosvenor.
Refer to note 13 for further details of the above. These items are material and non-recurring, and as such, have been excluded from
underlying results.
Divestment of businesses
During the year, the Group concluded the disposal of its non-proprietary (Multi-brands) business to a third-party and generated a
profit of £6.5m. This includes a total sales consideration of £6.9m, comprising £3.0m in cash consideration and the present value of
an agreed £4.5m deferred consideration, valued at £3.9m. This is partially offset by £0.1m of legal fees incurred, and £0.3m of assets
that were classified as held for sale at the prior year-end. See notes 17 and 34 for details.
In the prior year, the Group disposed of its subsidiary, Passion Gaming Private Limited, and incurred a loss of £0.5m. In addition, the
Group’s Multi-brands business was in the process of divestment at that time, and £0.1m of costs related to legal expenses had been
incurred.
Notes to the financial statements
For the year ended 30 June 2025
220
The Rank Group Plc
2025 Annual Report
Closure of venues
During the year, the Group surrendered six leases in Mecca in respect of closed sites, resulting in a lease liability write-off of
£2.8m (year ended 30 June 2024: £nil). There were no corresponding lease assets outstanding at the time of the write-off, due to
historical impairments. This gain is unrelated to the underlying trading activities of the Group and is considered to be non-recurring.
Accordingly, it has been classified as a separately disclosed item.
This is offset by costs incurred of £0.1m (year ended 30 June 2024: £0.2m), relating to onerous contract costs, dilapidations and strip
out costs on leased sites, and other directly related costs for sites that have been identified for closure. Upon initial recognition of
closure provisions, management uses its best estimates of the relevant costs to be incurred, as well as the expected closure dates.
These are material, one-off costs and as such have been excluded from underlying results.
Fleet liability write-off
During the year, the Group derecognised £0.8m (year ended 30 June 2024: £nil) in respect of a fleet lease liability which has been
terminated. The related right-of-use asset was fully depreciated in the prior year. No further lease payments are due under this
agreement. This is considered to be a material, infrequent gain, and as such, has been classified as a separately disclosed item.
VAT refund from HMRC
During the year, the Group received a refund of £0.5m (year ended 30 June 2024: £nil) in respect of historical VAT overpayments
related to a disposed business of the Group. The refund relates to an historical matter outside of the Group’s ongoing operations;
therefore, it has been classified as a separately disclosed item.
Amortisation of acquired intangible assets
Acquired intangible assets are amortised over the life of the assets with the charge being included in the Group’s reported
amortisation expense. Given these charges are material and non-cash in nature, the Group’s underlying results have been adjusted to
exclude the amortisation expense of £2.4m (year ended 30 June 2024: £6.6m) relating to the acquired intangible assets of Stride and
YoBingo.
Property-related provisions
The Group recognised a dilapidation liability (and corresponding dilapidation asset) of £28.7m during the period ended 31 December
2022. As a result, the Group has recognised dilapidation asset depreciation of £1.8m (year ended 30 June 2024: £1.7m) and interest
on the dilapidation liability of £0.8m (year ended 30 June 2024: £1.1m), both recognised as separately disclosed items.
Also included within property-related provisions is a net charge of £3.9m (year ended 30 June 2024: £0.2m) relating to additional
provisions recognised and released during the year. A provision of £5.7m was recognised offset by releases of £1.7m and £0.1m in
respect of Mecca and Grosvenor venues respectively. See note 23 for further details.
Property-related provisions do not relate to the operations of the Group; rather, they are a direct result of potential venue or property
closures and are therefore excluded from underlying results.
Profit on disposal of business
Charges or credits associated with the disposal of part or all of a business may arise. Such disposals may result in one time impacts
that, in order to allow comparability, means the Group removes the profit or loss from underlying operating results.
In the prior year, the Group made the decision to release £0.2m of the warranty provision associated with the Belgium casino sale due
to the passage of time. There are no gains or losses in respect of discontinued operations recognised in the current year.
Taxation
The tax impacts of all the above items are not considered to be part of the underlying operations of the Group.
Financial Statements
The Rank Group Plc
2025 Annual Report
221
5
Financing
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Continuing operations
   
Finance costs:
   
Interest on debt and borrowings
(3.9)
(4.0)
Amortisation of issue costs on borrowings
(0.7)
(3.5)
Interest payable on leases
(8.6)
(5.9)
Total finance costs
(13.2)
(13.4)
Finance income:
   
Interest income on net investments in leases
0.3
Interest income on short-term bank deposits
0.7
0.4
Interest income on tax refund
0.3
Total finance income
1.0
0.7
Other financial losses
(0.1)
(0.1)
Total net financing charge before separately disclosed items
(12.3)
(12.8)
Separately disclosed items – interest
(0.8)
(1.1)
Total net financing charge
(13.1)
(13.9)
Other financial losses include foreign exchange losses on loans and borrowings.
Notes to the financial statements
For the year ended 30 June 2025
222
The Rank Group Plc
2025 Annual Report
6.
Taxation
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Current income tax
   
Current income tax – UK
(0.6)
0.1
Current income tax – overseas
(4.3)
(2.3)
Current income tax on separately disclosed items
(0.8)
Amounts under provided in previous period
(0.2)
Total current income tax charge
(5.7)
(2.4)
Deferred tax
   
Deferred tax – UK
(4.4)
(1.6)
Deferred tax – overseas
(2.1)
(1.2)
Impact of rate changes on deferred tax
0.5
Deferred tax on separately disclosed items
0.2
2.8
Amounts over (under) provided in previous period
2.2
(1.1)
Total deferred tax charge (note 22)
(3.6)
(1.1)
Total tax charge in the income statement
(9.3)
(3.5)
The tax on the Group’s profit before taxation differs from the standard rate of UK corporation tax in the period of 25.00% (year ended
30 June 2024: 25.00%). The differences are explained below:
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Profit before taxation on continuing operations
53.9
15.5
Notional taxation at standard UK corporation tax rate of 25.00% (year ended 30 June 2024: 25.00%)
(13.5)
(3.9)
Effects of:
   
Expenses not deductible for tax purposes
(1.4)
(1.8)
Difference in overseas tax rates
3.9
1.4
Impact of rate changes on deferred tax
0.5
Adjustments relating to prior periods
2.3
(0.8)
Deferred tax not recognised
(0.3)
(0.2)
Overseas tax credit
0.5
1.9
Withholding tax suffered
(0.1)
Pillar Two top-up tax
(1.3)
Total tax charge in the income statement
(9.3)
(3.5)
Financial Statements
The Rank Group Plc
2025 Annual Report
223
Tax on separately disclosed items
The taxation impacts of separately disclosed items are disclosed below:
Year ended 30 June 2025
Year ended 30 June 2024
Current
Deferred
Current
Deferred
income tax
tax
Total
income tax
tax
Total
£m
£m
£m
£m
£m
£m
Net impairment charges
(0.5)
(0.5)
1.2
1.2
Divestment of businesses
(0.8)
(0.2)
(1.0)
Closure of venues
(0.7)
(0.7)
Fleet liability write-off
(0.2)
(0.2)
Amortisation of acquired intangible assets
0.2
0.2
0.8
0.8
Property-related provisions
1.4
1.4
0.8
0.8
Interest
0.2
0.2
Total tax (charge) credit on separately disclosed items
(0.8)
0.2
(0.6)
2.8
2.8
Tax effect of items within other comprehensive income
Year ended
Year ended
30 June
30 June
2025
2024
£m
£m
Current income tax charge on exchange movements offset in reserves
(0.2)
Deferred tax credit on exchange movements offset in reserves
0.2
Total tax credit (charge) on items within other comprehensive income
0.2
(0.2)
Tax effect of items within the statement of changes in equity
Year ended
Year ended
30 June
30 June
2025
2024
£m
£m
Deferred tax credit on employee share schemes
0.6
Total tax credit on items within the statement of changes in equity
0.6
Factors affecting future taxation
UK corporation tax is calculated at 25.00% (year ended 30 June 2024: 25.00%) of the estimated assessable profit for the period.
Taxation for overseas operations is calculated at the local prevailing rates.
On 1 July 2024, the Government of Gibraltar announced the increase in the main rate of corporation tax from 12.50% to 15.00%
effective from 1 July 2024. This rate change will increase the amount of cash tax payments to be made by the Group.
The ultimate holding company (‘UHC’) and its subsidiaries (the ‘UHC Group’) of which the Group is a part of, is within the scope
of the Organisation for Economic Co-operation and Development (‘OECD’) Pillar Two model rules whereby top-up tax on profits is
required in any jurisdictions in which it operates when the blended effective tax rate in each of those jurisdictions is lower than the
minimum effective tax rate of 15.00%.
Jersey, the jurisdiction of the UHC Group, will be implementing the Pillar Two model rules effective from the financial year beginning
on or after 1 January 2025. Certain jurisdictions in which the Group operates, i.e., United Kingdom, Gibraltar, Spain and South Africa,
have implemented the Pillar Two model rules earlier, starting from the financial year beginning on or after 1 January 2024.
As a result of the implementation, the UHC Group has performed an assessment of the potential exposure to Pillar Two income taxes
including the ‘Transitional CbCR Safe Harbour’ based on the CbCR and financial statements information for FYE 30 June 2024 for the
constituent entities in the UHC Group for Pillar Two purposes.
Notes to the financial statements
For the year ended 30 June 2025
224
The Rank Group Plc
2025 Annual Report
Based on the assessment, the Pillar Two effective tax rates in most jurisdictions in which the Group operates are above 15.00%.
However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply, and the Pillar Two
effective tax rate is below 15.00%. The Group’s current tax charge includes a top-up tax liability of £1.3m in respect of these
jurisdictions.
The Amendments to IAS 12: ‘Income Taxes – International Tax Reform – Pillar Two Model Rules’ introduce a temporary mandatory
exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two Model Rules as well as
disclosure requirements on the exposure to Pillar Two income taxes upon adoption.
Accordingly, the Group has applied the temporary mandatory exception in Amendments to IAS 12: ‘International Tax Reform – Pillar
Two Model Rules’ retrospectively and is not accounting for deferred taxes arising from any top-up tax due to the Pillar Two model
rules in the consolidated financial statements.
The UHC Group continued to monitor Pillar Two legislative developments and evaluate the potential exposure to the Pillar Two
income taxes for all of its subsidiaries that operate in the same jurisdiction as the Group.
7.
Results attributable to the parent company
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 not to present the parent company
income statement. The profit for the year ended 30 June 2025 for the Company was £173.7m (year ended 30 June 2024: profit of
£65.1m).
8.
Dividends paid to equity holders
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Final dividend for 2023/24 paid on 25 October 2024 – 0.85p per share
4.0
Interim dividend for 2024/25 paid on 13 March 2025 – 0.65p per share
3.0
Dividends paid to equity holders
7.0
A final dividend in respect of the year ended 30 June 2025 of 1.95p per share, amounting to a total dividend of £9.1m, is to be
recommended at the Annual General Meeting on 15 October 2025. This dividend is not recognised as a liability in the consolidated
statement of financial position, in line with the requirements of IAS 10: ‘Events After the Reporting Period’ and is subject to
shareholder approval,
Financial Statements
The Rank Group Plc
2025 Annual Report
225
9.
Earnings per share
(a)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of
ordinary shares in issue.
 
Year ended 30 June 2025
Year ended 30 June 2024
 
Underlying
SDIs
Total
Underlying
SDIs
Total
Profit (loss) attributable to equity shareholders
           
Continuing operations
£42.7m
£1.9m
£44.6m
£27.5m
£(15.2)m
£12.3m
Discontinued operations
£0.2m
£0.2m
Total
£42.7m
£1.9m
£44.6m
£27.5m
£(15.0)m
£12.5m
Weighted average number of ordinary shares in issue
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
Basic earnings (loss) per share
           
Continuing operations
9.1p
0.4p
9.5p
5.9p
(3.3)p
2.6p
Discontinued operations
0.1p
0.1p
Total
9.1p
0.4p
9.5p
5.9p
(3.2)p
2.7p
(b)
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion
of all dilutive potential ordinary shares.
 
Year ended 30 June 2025
Year ended 30 June 2024
 
Underlying
SDIs
Total
Underlying
SDIs
Total
Weighted average number of ordinary shares in issue
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
Number of shares used for fully diluted earnings per
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
share
           
Diluted earnings (loss) per share
           
Continuing operations
9.1p
0.4p
9.5p
5.9p
(3.3)p
2.6p
Discontinued operations
0.1p
0.1p
Total
9.1p
0.4p
9.5p
5.9p
(3.2)p
2.7p
Notes to the financial statements
For the year ended 30 June 2025
226
The Rank Group Plc
2025 Annual Report
10.
Intangible assets
   
     
Casino
     
     
and other
     
     
gaming
     
     
licences
 
Brands and
 
     
and
Software and
customer
 
   
Goodwill
concessions
development
relationships
Total
Group
Note
£m
£m
£m
£m
£m
Cost
           
At 1 July 2023
 
220.3
278.0
156.9
19.9
675.1
Additions
 
16.0
0.1
16.1
Disposals
 
(0.1)
(1.0)
(1.1)
Exchange adjustments
 
(0.6)
(0.2)
(0.2)
(1.0)
Reallocation
 
(0.3)
(0.3)
Assets held for sale
17
(0.3)
(0.3)
At 30 June 2024
 
220.3
277.3
172.1
18.8
688.5
Additions
 
11.9
11.9
Disposals
 
(3.9)
(3.1)
(7.0)
Exchange adjustments
 
0.4
0.2
0.6
Reallocation
1
 
(0.8)
(0.4)
(1.2)
At 30 June 2025
 
220.3
277.7
179.3
15.5
692.8
Aggregate amortisation and impairment
           
At 1 July 2023
 
86.8
113.5
18.0
218.3
Charge for the year
 
20.5
1.1
21.6
Disposals
 
(1.0)
(1.0)
Impairment charges
 
11.1
11.1
Impairment reversals
 
(9.2)
(9.2)
Exchange adjustments
 
(0.4)
(0.2)
(0.6)
Reallocation
 
0.5
1.0
1.5
Business disposed
 
0.4
0.4
At 30 June 2024
 
88.8
135.4
17.9
242.1
Charge for the year
 
13.2
1.0
14.2
Disposals
 
(3.8)
(3.1)
(6.9)
Impairment charges
13
2.9
0.1
0.2
3.2
Impairment reversals
13
(4.8)
(4.8)
Exchange adjustments
 
0.3
0.1
0.2
0.6
Reallocation
1
 
3.6
(1.5)
2.1
At 30 June 2025
 
87.2
148.6
14.7
250.5
Net book value at 30 June 2024
 
220.3
188.5
36.7
0.9
446.4
Net book value at 30 June 2025
 
220.3
190.5
30.7
0.8
442.3
1.
Management has identified £3.3m of net book value which should be reclassified from intangible assets to tangible assets (£3.1m) and right-of-use assets (£0.2m). These have been reflected in
the reallocation line in the note above.
Financial Statements
The Rank Group Plc
2025 Annual Report
227
The amortisation charge for the year of £14.2m (30 June 2024: £21.6m) comprises £2.4m (30 June 2024: £6.6m) recognised in
respect of SDIs relating to continuing operations and £11.8m (30 June 2024: £15.0m) in respect of operating profit before SDIs.
Net impairment reversals for the year of £1.6m (30 June 2024: net impairment charges of £1.9m) have been recognised in respect of
SDIs relating to continuing operations, comprised of impairment charges of £3.2m (30 June 2024: £11.1m) and impairment reversals
of £4.8m (30 June 2024: £9.2m).
Software includes internally generated computer software and development technology with a net book value of £8.8m (30 June 2024:
£4.0m). Included in software and development are assets in the course of construction of £6.1m (30 June 2024: £2.9m).
Brands and customer relationships are fair value adjustments that arose on acquisition.
Intangible assets have been reviewed for impairment as set out in note 13.
Notes to the financial statements
For the year ended 30 June 2025
228
The Rank Group Plc
2025 Annual Report
11.
Property, plant and equipment
Fixtures,
fittings,
Leasehold
Land and
plant and
improve-
buildings
machinery
ments
Total
Group
Note
£m
£m
£m
£m
Cost
At 1 July 2023
35.5
492.9
100.2
628.6
Additions
0.2
35.1
1.4
36.7
Disposals
(0.1)
(1.0)
(1.1)
Exchange adjustments
(0.2)
(0.9)
(1.1)
Reallocation
0.3
0.3
At 30 June 2024
35.5
527.3
100.6
663.4
Additions
0.1
45.2
2.0
47.3
Disposals
(10.6)
(4.2)
(14.8)
Write-off of assets
(1.8)
(1.8)
Exchange adjustments
0.1
0.8
0.9
Reallocation
1
(0.8)
2.0
1.2
At 30 June 2025
35.7
560.1
100.4
696.2
Accumulated depreciation and impairment
At 1 July 2023
15.8
430.7
84.6
531.1
Charge for the year
0.3
16.8
3.2
20.3
Disposals
(1.0)
(1.0)
Impairment charges
6.8
0.6
7.4
Impairment reversals
(3.3)
(1.6)
(4.9)
Exchange adjustments
(0.6)
(0.6)
Reallocation
(0.9)
(0.5)
(1.4)
At 30 June 2024
16.1
449.5
85.3
550.9
Charge for the year
0.2
20.1
3.7
24.0
Disposals
(9.4)
(3.2)
(12.6)
Write-off of assets
(1.6)
(1.6)
Impairment charges
13
5.6
0.6
6.2
Impairment reversals
13
(1.0)
(2.0)
(3.0)
Exchange adjustments
0.5
0.5
Reallocation
1
(1.3)
(1.0)
0.4
(1.9)
At 30 June 2025
15.0
462.7
84.8
562.5
Net book value at 30 June 2024
19.4
77.8
15.3
112.5
Net book value at 30 June 2025
20.7
97.4
15.6
133.7
1.
Management has identified £3.3m of net book value which should be reclassified from intangible assets to tangible assets (£3.1m) and right-of-use assets (£0.2m). These have been reflected in
the reallocation line in the note above.
Net impairment charges for the year of £3.2m (30 June 2024: net impairment charges of £2.5m) have been recognised in respect of
SDIs relating to continuing operations, comprised of impairment charges of £6.2m (30 June 2024: £7.4m) and impairment reversals
of £3.0m (30 June 2024: £4.9m).
Included in property, plant and equipment are assets in the course of construction of £18.0m (30 June 2024: £19.9m).
Property, plant and equipment has been reviewed for impairment as set out in note 13.
Financial Statements
The Rank Group Plc
2025 Annual Report
229
12.
Right-of-use assets
   
   
Right-
Right-
 
   
of-use
of-use
 
   
land and
fleet and
 
   
buildings
machines
Total
Group
Note
£m
£m
£m
Cost
       
At 1 July 2023
 
234.0
4.9
238.9
Additions
 
15.7
2.3
18.0
Disposals
 
(6.1)
(6.1)
Exchange adjustments
 
(0.1)
(0.1)
At 30 June 2024
 
243.5
7.2
250.7
Additions
 
56.3
2.5
58.8
Write-off of assets
 
(1.5)
(1.5)
Exchange adjustments
 
0.2
0.2
At 30 June 2025
 
298.5
9.7
308.2
Accumulated depreciation and impairment
       
At 1 July 2023
 
169.9
4.9
174.8
Charge for the year
 
13.5
0.6
14.1
Disposals
 
(5.4)
(5.4)
Impairment charges
 
10.3
10.3
Impairment reversals
 
(7.1)
(7.1)
Reallocation
 
(0.1)
(0.1)
At 30 June 2024
 
181.1
5.5
186.6
Charge for the year
 
17.6
1.2
18.8
Write-off of assets
 
(0.4)
(0.4)
Impairment charges
13
1.0
0.4
1.4
Impairment reversals
13
(3.9)
(3.9)
Exchange adjustments
 
0.1
0.1
Reallocation
1
 
(0.3)
0.1
(0.2)
At 30 June 2025
 
195.2
7.2
202.4
Net book value at 30 June 2024
 
62.4
1.7
64.1
Net book value at 30 June 2025
 
103.3
2.5
105.8
1.
Management has identified £3.3m of net book value which should be reclassified from intangible assets to tangible assets (£3.1m) and right-of-use assets (£0.2m). These have been reflected in
the reallocation line in the note above.
Net impairment reversals for the year of £2.5m (30 June 2024: net impairment charges of £3.2m) have been recognised in respect of
SDIs relating to continuing operations, comprised of impairment charges of £1.4m (30 June 2024: £10.3m) and impairment reversals
of £3.9m (30 June 2024: £7.1m).
Right-of-use assets have been reviewed for impairment as set out in note 13.
Notes to the financial statements
For the year ended 30 June 2025
230
The Rank Group Plc
2025 Annual Report
13.
Impairment reviews
Group
The Group considers each venue to be a separate cash-generating unit. The Group’s digital operations consist of the UK digital
business and the International digital business. UK Digital and International Digital are each assessed as separate CGUs. The
individual Grosvenor venues are aggregated for the purposes of allocating the Grosvenor goodwill. As at 30 June 2025, goodwill and
indefinite life intangible assets considered significant in comparison to the Group’s total carrying amount of such assets, have been
allocated to groups of CGUs as follows:
 
Goodwill
Intangible assets
 
2024/25
2023/24
2024/25
2023/24
 
£m
£m
£m
£m
Grosvenor: group of CGUs
1
80.9
80.9
173.0
179.0
UK Digital CGUs
108.5
108.5
-
-
International Digital CGUs
30.9
30.9
-
-
Enracha CGUs
2
-
-
17.5
11.2
Total
220.3
220.3
190.5
190.2
1.
Each Grosvenor venue is a separate CGU. Each venue holds at least one licence, but can hold multiple licences, which represents an indefinite life intangible asset. The individual Grosvenor
venues are aggregated for the purposes of allocating the Grosvenor goodwill.
2.
Each Enracha venue is a separate CGU. As no individual venue CGU is significant in comparison to the total carrying amounts of intangible assets and other assets, the venue CGUs have been
presented on aggregated basis.
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment as required by IAS 36. If any such indication exists, then
the recoverable amount of the asset or CGU is estimated. For goodwill and intangible assets that have indefinite lives, the recoverable
amount of the related CGU or group of CGUs is estimated each year at the same time. The recoverable amount is determined based
on the higher of the fair value less costs of disposal and value in use. The nature of the test requires that the Directors exercise
judgement and estimation.
The impairment test was conducted in June 2025, and management is satisfied that the assumptions used were appropriate and that
the goodwill asset is not impaired. No reasonable possible changes in assumptions will result in an impairment and therefore no
sensitivity analysis has been disclosed.
Testing is carried out by allocating the carrying value of these assets to CGUs, as set out above, and determining the recoverable
amounts of those CGUs. The individual CGUs were first tested for impairment and then the group of CGUs to which goodwill is
allocated were tested. Where the recoverable amount exceeds the carrying value of the CGUs, the assets within the CGUs are
considered not to be impaired. If there are legacy impairments for such assets, with the exception of goodwill, these are considered
for reversal.
The recoverable amounts of all CGUs or group of CGUs have been calculated with reference to their value in use. Value in use
calculations are based upon estimates of future cash flows derived from the Group’s strategic plan for the following four years.
The strategic plan is updated in the final quarter of the financial year and has been approved by the Board of Directors. Future cash
flows will also include an estimate of long-term growth rates which are estimated by business unit.
Pre-tax discount rates are applied to each CGU or group of CGUs’ cash flows and reflect both the time value of money and the risks
that apply to the cash flows of that CGU or group of CGUs. These estimates have been calculated by external experts and are based
on typical debt and equity costs for listed gaming and betting companies with similar risk profiles. The rates adopted are disclosed in
the table below:
 
Pre-tax discount rate
Long-term growth rate
 
2024/25
2023/24
2024/25
2023/24
Grosvenor Venues
12.00%
12.80%
3.5%
2.0%
Mecca Venues
13.33%
12.80%
2.0%
2.0%
Enracha Venues
13.60%
13.07%
2.0%
2.0%
UK Digital
13.53%
13.41%
2.0%
2.0%
International Digital
14.63%
14.29%
2.0%
2.0%
Financial Statements
The Rank Group Plc
2025 Annual Report
231
Expenses are assessed separately by category. Assumptions include an extrapolation of recent cost inflation trends, known inflation
trends such as national living wage and an expectation that costs will be incurred in line with agreed contractual rates.
Where a CGU does not have goodwill or indefinite life intangible assets, the CGU is only assessed for impairment where an indicator
of impairment to the associated definite life intangible, right-of-use assets and/or property, plant and equipment is identified.
The approach to determine recoverable amounts for a CGU without goodwill or indefinite life intangibles is the same as that
described above and is determined based on the higher of fair value less costs of disposal and value in use.
As a result of the procedures outlined above, the following impairment charges and impairment reversal have been recognised
during the year and disclosed within SDIs in the Group income statement.
Property,
plant and
Right-of-
Intangible
equipment
use asset
assets
Total
£m
£m
£m
£m
Impairment charges
Grosvenor Venues
1
(1.6)
-
(2.9)
(4.5)
Mecca Venues
2
(4.4)
(1.4)
(0.3)
(6.1)
Enracha Venues
3
(0.2)
-
-
(0.2)
(6.2)
(1.4)
(3.2)
(10.8)
Impairment reversals
Grosvenor Venues
1
1.1
0.6
1.5
3.2
Mecca Venues
2
1.9
3.3
-
5.2
Enracha Venues
3
-
-
3.3
3.3
3.0
3.9
4.8
11.7
Net impairment (charge) reversal
(3.2)
2.5
1.6
0.9
1.
Impairment charges and reversals are recorded at the different individual Grosvenor venue CGUs. The total value in use of the CGUs where an impairment charge or impairment reversal was
recognised totalled £770.4m.
2.
Impairment charges and reversals are recorded at the different individual Mecca venue CGUs. The total value in use of the CGUs where an impairment charge or impairment reversal was
recognised totalled £40.9m.
3.
Impairment charges and reversals are recorded at the different individual Enracha venue CGUs. The total value in use of the CGUs where an impairment charge or impairment reversal was
recognised totalled £97.6m.
During the year, several Grosvenor and Mecca venues, and one Enracha venue, showed indicators of impairment. This was primarily
due to a number of factors, including lower than anticipated performance in certain venues, reduced forecast performance and lease
events.
Additionally, the Group recognised a reversal of previously impaired assets of £11.7m relating to several Grosvenor, Mecca and
Enracha venues. The reversals were driven by better than anticipated performance, improved financial forecasts and higher multiples
in the identified Grosvenor, Mecca and Enracha venues, and improved growth in Grosvenor.
Notes to the financial statements
For the year ended 30 June 2025
232
The Rank Group Plc
2025 Annual Report
Sensitivity of impairment review
The calculation of value in use is most sensitive to the following assumptions:
– Revenue growth.
– Discount rates.
– Earnings multiples.
– Growth rates used to extrapolate cash flow beyond the forecast period.
Revenue growth
The Group prepared cash flow projections derived from the most recent budget for the year ending 30 June 2026 and the Group’s
medium-term strategic plan to 30 June 2029, which applied a growth rate reflecting management’s strategy for a period of three (3)
years based on past performance and expectations of future changes in the market and Group’s operating model.
Discount rates
Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value
of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate
calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average
cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on
investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.
Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly
available market data. Adjustments to the discount rate are made to factor in the specific amount and timing of the future tax flows in
order to reflect a pre-tax discount rate.
Earnings multiples
Each discounted cash flow analysis utilises appropriate EBITDA multiples in order to calculate the Enterprise Value (‘EV’). These
multiples (EV/EBITDA) estimate the terminal value by applying a market-based factor to the venue’s final year EBITDA reflecting what
similar businesses are worth, and helps to determine the venue’s value in use.
Growth rate estimates
Medium-term growth rates applied to the value in use calculations of each CGU reflect management’s strategy for a period of three
(3) years. Terminal values were determined using a long-term growth assumption for each CGU noted in the table above.
The Group assessed the impact of climate change in the impairment review and considers that the most significant impacts would be
in relation to the cost of energy to the Group for which best estimates have been factored into future forecasts. The Group constantly
monitors the latest government legislation in relation to climate related matters. At the current time, no legislation has been passed
that will impact the Group. The Group will adjust the key assumptions used in value in use calculations and sensitivity to changes in
assumptions should a change be required.
The Group has carried out a sensitivity analysis on the reasonable possible changes in key assumptions in the impairment tests for
(a) each CGU or group of CGUs to which goodwill has been allocated, and (b) its venue CGUs (including indefinite life intangible
assets).
Financial Statements
The Rank Group Plc
2025 Annual Report
233
For Grosvenor Venues, Mecca Venues and Enracha Venues, the following sensitivities would result in changes to the recognised
impairments. No reasonable possible changes in assumptions will result in an impairment and therefore no sensitivity analysis has
been disclosed for Digital CGUs.
Grosvenor Venues CGUs
       
No. of
       
impaired
Key assumption
Reasonable possible change
Impact on impairment
£m
venues
Revenue growth
10% decrease in revenue - London
Increase
(7.1)
-
 
10% increase in revenue - London
Decrease
4.9
(3)
 
10% decrease in revenue - all
Increase
(8.1)
-
 
10% increase in revenue - all
Decrease
4.5
(6)
Pre-tax discount rates
1% increase in discount rates
Increase
(2.2)
-
 
1% decrease in discount rates
Decrease
2.4
-
Earnings multiples
10% decrease in earnings multiples
Increase
(3.2)
-
 
10% increase in earnings multiples
Decrease
3.2
(1)
Long-term growth rates
1% decrease in long-term growth rates
Increase
(0.7)
-
 
1% increase in long-term growth rates
Decrease
0.7
-
Mecca Venues CGUs
       
No. of
       
impaired
Key assumption
Reasonable possible change
Impact on impairment
£m
venues
Revenue growth
10% decrease in revenue
Increase
(0.5)
3
 
10% increase in revenue
Decrease
0.1
(1)
Pre-tax discount rates
1% increase in discount rates
Increase
(0.2)
2
 
1% decrease in discount rates
Decrease
-
-
Earnings multiples
10% decrease in earnings multiples
Increase
-
-
 
10% increase in earnings multiples
Decrease
-
-
Long-term growth rates
1% decrease in long–term growth rates
Increase
(0.1)
-
 
1% increase in long–term growth rates
Decrease
-
-
Enracha Venues CGUs
       
No. of
       
impaired
Key assumption
Reasonable possible change
Impact on impairment
£m
venues
Revenue growth
10% decrease in revenue
Increase
(0.3)
-
 
10% increase in revenue
Decrease
0.2
(1)
Pre-tax discount rates
1% increase in discount rates
Increase
(0.3)
-
 
1% decrease in discount rates
Decrease
0.2
(1)
Earnings multiples
10% decrease in earnings multiples
Increase
-
-
 
10% increase in earnings multiples
Decrease
-
-
Long-term growth rates
1% decrease in long–term growth rates
Increase
(0.2)
-
 
1% increase in long–term growth rates
Decrease
0.2
(1)
Notes to the financial statements
For the year ended 30 June 2025
234
The Rank Group Plc
2025 Annual Report
14.
Investments
(a)
Group investments
On 18 December 2024, the Group completed the disposal of its non-proprietary (Multi-brands) business to a third-party (see note
34). In the prior year, the Group completed the disposal of one of its subsidiaries, Passion Gaming Private Limited.
(b)
Company investments
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Company
£m
£m
Cost
   
At start of year
1,452.3
1,452.3
At end of year
1,452.3
1,452.3
Provision for impairment
   
At start of year
401.9
503.1
Impairment reversal
(201.1)
(101.2)
At end of year
200.8
401.9
Net book value at start of year
1,050.4
949.2
Net book value at end of year
1,251.5
1,050.4
Company
The Company also tests annually the carrying value of its investments in subsidiaries, being its investments in Rank Nemo (Twenty-
Five) Limited, a holding company for all companies within the Group with the exception of Rank Group Finance Plc, which acts as the
Group’s financing company.
Consistent with the prior year, the recoverable amount was calculated by reference to value in use. The value in use of the Company’s
investment in Rank Group Finance Plc is estimated based on the net assets of the company which principally consist of amortised
cost receivables and so is considered to approximate value in use.
The calculation of value in use for Rank Nemo (Twenty-Five) Limited is based upon estimates of future cash flows from the Group’s
CGUs and derived from the Group’s strategic plan for the following four years and, where required, adjustments for long-term
provisions and lease liabilities. There is no other external debt in this company or its subsidiaries. The key assumptions underlying
the forecasts are those described above with regards to the impairment testing of the Group’s CGUs.
As a result of the procedures outlined above, the following impairment charges have been recognised during the year:
   
 
Investment in Rank Nemo
Investment in Rank Group
 
 
(Twenty-Five) Limited
Finance Plc
Total
 
£m
£m
£m
Impairment reversals
201.1
-
201.1
This reflects the improved performance in the year and long-term strategic outlook of the Group. Rank Nemo (Twenty-Five) Limited
benefits from a portfolio approach to the CGUs, where underperforming CGUs are offset by better performing CGUs within the
Group. In turn Rank Group Finance Plc benefits from better recoverability prospects on intra group receivables.
The carrying value of the investment is dependent upon the future forecasts of the Group being achieved and remains sensitive to
impairment based on reasonable possible changes in the underlying assumptions, as detailed below.
Financial Statements
The Rank Group Plc
2025 Annual Report
235
Sensitivity of impairment review
The calculation of value in use for Rank Nemo (Twenty-Five) Limited is most sensitive to the following assumptions of revenue
growth, discount rates, and growth rates used to extrapolate the cashflows of CGUs beyond the forecast period.
Key assumption
Reasonable possible change
Impact on impairment
£m
Revenue growth
10% decrease in revenue - Grosvenor
Increase
(93.1)
10% decrease in revenue - Mecca
Increase
(6.7)
10% decrease in revenue - Enracha
Increase
(10.6)
10% decrease in revenue - International Digital
Increase
(7.0)
10% decrease in revenue - UK Digital
Increase
(23.4)
10% increase in revenue - Grosvenor
Decrease
93.0
10% increase in revenue - Mecca
Decrease
6.7
10% increase in revenue - Enracha
Decrease
10.6
10% increase in revenue - International Digital
Decrease
7.0
10% increase in revenue - UK Digital
Decrease
23.4
Pre-tax discount rates
1% decrease in discount rates - Grosvenor
Decrease
71.4
1% decrease in discount rates - Mecca
Decrease
3.4
1% decrease in discount rates - Enracha
Decrease
11.1
1% decrease in discount rates - International Digital
Decrease
5.8
1% decrease in discount rates - UK Digital
Decrease
22.7
1% increase in discount rates - Grosvenor
Increase
(61.2)
1% increase in discount rates - Mecca
Increase
(3.0)
1% increase in discount rates - Enracha
Increase
(9.0)
1% increase in discount rates - International Digital
Increase
(5.1)
1% increase in discount rates - UK Digital
Increase
(19.7)
Long-term growth rates
1% decrease in long-term growth rates - Grosvenor
Increase
(37.0)
1% decrease in long-term growth rates - Mecca
Increase
(2.3)
1% decrease in long-term growth rates - Enracha
Increase
(5.5)
1% decrease in long-term growth rates - International Digital
Increase
(4.4)
1% decrease in long-term growth rates - UK Digital
Increase
(22.0)
1% increase in long-term growth rates - Grosvenor
Decrease
40.8
1% increase in long-term growth rates - Mecca
Decrease
2.5
1% increase in long-term growth rates - Enracha
Decrease
6.4
1% increase in long-term growth rates - International Digital
Decrease
4.8
1% increase in long-term growth rates - UK Digital
Decrease
24.1
The Company calculates the recoverable amount of its subsidiaries based upon the Board approved strategic plans and business
models and, where required, adjustments for long-term provisions and net intercompany positions are made.
Notes to the financial statements
For the year ended 30 June 2025
236
The Rank Group Plc
2025 Annual Report
The Company owns directly or indirectly 100% (unless otherwise noted) of the ordinary share capital and voting rights of the
following companies:
Country of
Name
incorporation
Principal activities
Registered office address
Daub Alderney Limited
8
Alderney
Dormant
Millennium House, Ollivier Street, Alderney,
CI GY9 3TD
QSB Gaming Limited
Alderney
Intermediary holding company
Millennium House, Ollivier Street, Alderney,
CI GY9 3TD
Rank Digital Gaming (Alderney)
Alderney
Dormant
Millennium House, Ollivier Street, Alderney,
Limited
CI GY9 3TD
8Ball Games Limited
7
England and Wales
Marketing services
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Grosvenor Casinos (GC) Limited
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Grosvenor Casinos Limited
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Linkco Limited
7
England and Wales
Processing of credit transfers
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Luda Bingo Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Mecca Bingo Limited
England and Wales
Social and Bingo clubs
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank (U.K.) Holdings Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Casino Holdings Limited
7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Digital Holdings Limited
7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Digital Limited
7
England and Wales
Support services to interactive
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
gaming
Rank Group Finance Plc
1
England and Wales
Funding operations for the
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Group
Rank Group Gaming Division Limited
7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
and property services
Rank Group Holdings Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Interactive Limited
7
England and Wales
Interactive gaming
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Leisure Holdings Limited
7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
and corporate activities
Rank Leisure Limited
7
England and Wales
Adult gaming centres in Mecca
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
and Grosvenor Casinos venues
Rank Leisure Machine Services Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Nemo (Twenty-Five) Limited
1,7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Overseas Holdings Limited
7
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
RO Nominees Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Spacebar Media Limited
7
England and Wales
Development and maintenance
Unit 450 Highgate Studios 53-79 Highgate Road,
of online gaming software
Kentish Town, London, NW5 1TL
Stride Together Limited
10
England and Wales
Dormant
Kroll Advisory Ltd, The Shard, 32 London Bridge
Street, London, SE1 9SG
The Gaming Group Limited
7
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
The Rank Organisation Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Think Beyond Media Limited
10
England and Wales
Dormant
Kroll Advisory Ltd, The Shard, 32 London Bridge
Street, London, SE1 9SG
Upperline Marketing Limited
5,7
England and Wales
Support services to interactive
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
gaming
MRC Developments Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Speciality Catering Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Associated Leisure France Properties
France
Dormant
Zi Sud, 12 Rue des Petits Champs, 35400, St Malo,
SCI
3
France
Associated Leisure France SARL
3
France
Dormant
4 Rue Joseph Monier, 92859 Rueil Malmaison,
Cades, France
Rank Digital Services (Gibraltar)
Gibraltar
Marketing and property services
Second Floor, Icom House, 1/5 Irish Town, Gibraltar
Limited
Rank Interactive (Gibraltar) Limited
Gibraltar
Interactive gaming
Second Floor, Icom House, 1/5 Irish Town, Gibraltar
Netboost Media Limited
Israel
Dormant
5 Ha’Chilazon Street, Ramat Gan, Israel
S.T.R. Financials Limited
2
Israel
Dormant
58 Harakevet St. Electra City Tower Tel-Aviv 6777016
Israel
Stride Gaming Limited
Jersey
Intermediary holding company
12 Castle Street, St. Helier Jersey JE2 3RT
Financial Statements
The Rank Group Plc
2025 Annual Report
237
 
Country of
   
Name
incorporation
Principal activities
Registered office address
Bingosoft Plc
6
Malta
Interactive gaming
Vault 14, Level 2, Valletta Waterfront, Floriana, FRN
     
1914, Malta
Rank Interactive Services (Mauritius)
Mauritius
Shared services support
Suite 112 Grand Bay Business Park, Grand Bay 1305-
Limited
   
02, Republic of Mauritius
Stride Investments Limited
Mauritius
Intermediary holding company
c/o Mauri Experta Ltd., Office 2, Level 4, Iconebene,
     
Lot B441, Rue de L’Institut, Ebene, Republic of
     
Mauritius
ShiftTech (Pty) Limited
South Africa
Development and maintenance
Unit 10, 10 Pepper Street, Cape Town, Western Cape
 
   
of online gaming software
8001, South Africa
Conticin SL
Spain
Operator of parking for social
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
   
and bingo clubs
Spain
Gotfor SA
Spain
Social and bingo clubs
Carrer del Papa Pius XI, 114, 08208 Sabadell,
     
Barcelona, Spain
Rank Cataluña SA
Spain
Social and bingo clubs
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
     
Spain
Rank Centro SA
Spain
Social and bingo clubs
Calle Espoz y mina Nº 8, 1st Centro, 28012, Madrid,
     
Spain
Rank Digital Ceuta S.A.
9
Spain
Interactive Gaming
C/Cervantes 16, Local 4, 51001 Ceuta, Spain
Rank Digital España SA
Spain
Dormant
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
     
Spain
Rank Holding España SA
Spain
Intermediary holding company
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
     
Spain
Rank Stadium Andalucia SL
Spain
Arcade and sports betting
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
     
Spain
Top Rank Andalucia SA
Spain
Social and bingo clubs
Conde Robledo 1, 14008, Cordoba, Spain
Verdiales SL
Spain
Social and bingo clubs
Sala Andalucía, Ronda, Capuchinos 19, 41008,
     
Sevilla, Spain
Rank America Inc.
4
U.S.A.
Dormant
The Corporation Trust Company, 1209 Orange
     
Street, Wilmington, DE 19801, USA
1. Directly held by the Company.
2. Year end 31 August.
3. Year end 31 October.
4. Year end 31 December.
5. Principal activities are carried out in Malta through its Malta branch.
6. Business was transferred to Rank Digital Ceuta SA in late 2023.
7.
Rank Group Plc has issued a parental guarantee exempting the company from the requirements of the Companies Act 2006 related to the audit of individual accounts by virtue of s479A of the Act.
8.
Daub Alderney Limited is now dormant as all services were transferred out on 19 March 2024.
9. Rank Digital Ceuta S.A. was incorporated on 18 October 2023 with a year end of 30 June.
10. Stride Together Limited and Think Beyond Media Limited are now in members’ voluntary liquidation, as from 26 March 2025.
Rank Precision Industries Limited was dissolved on 17 October 2023, Stride Gaming Spain Plc was dissolved on 24 May 2024 and
Mindful Media Limited was liquidated on 31 January 2025. Passion Gaming Private Limited was divested on 26 June 2024.
The principal activities are carried out in the country of incorporation as indicated above unless otherwise noted.
All subsidiary undertakings have a 30 June year end unless otherwise indicated.
Notes to the financial statements
For the year ended 30 June 2025
238
The Rank Group Plc
2025 Annual Report
15.
Inventories
Group
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
Finished goods
2.1
2.0
There were no write downs of inventory in the year (30 June 2024: £nil).
16.
Other receivables
Group
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
Current
   
Other receivables
5.6
11.9
Less: provisions for impairment of other receivables
(1.1)
(1.1)
Other receivables – net
4.5
10.8
Net investment in lease
1.5
1.3
Prepayments
8.5
7.0
Capital debtors – business disposals
1.4
Other receivables – current
15.9
19.1
Non-current
   
Other receivables
5.8
5.2
Capital debtors – business disposals
1.8
Other receivables – non-current
7.6
5.2
Included within current other receivables is an amount of £1.5m (30 June 2024: £8.4m) in respect of trade debtors.
The Directors consider that the carrying value of other receivables approximate to their fair value.
As at 30 June 2025, other receivables of £0.8m (30 June 2024: £0.1m) were past due but not impaired. The other classes within
receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group
does not hold any collateral as security.
The capital debtors balances above relate to the deferred consideration as detailed per note 34.
Financial Statements
The Rank Group Plc
2025 Annual Report
239
17.
Assets classified as held for sale
At 30 June 2024, the Group was in well advanced discussions to sell its Multi-brands business to a third-party. The Multi-brands
business enabled customers of those brands to play real money online gambling games on third-party platforms. The sale concluded
on 18 December 2024. The Multi-brands business was part of the Digital segment.
The divestment was driven by the Group’s longer term strategic ambition to focus on its core brands, including Grosvenor and Mecca,
which are hosted on the Group’s proprietary online platform.
The non-current assets of the Multi-brands business as at 30 June 2024 were reclassified as a disposal group held for sale. The
reclass of non-current assets held for sale which related to the Multi-brands business is shown below. There are no such assets
classified as held for sale as at 30 June 2025.
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Intangible assets
0.3
Assets classified as held for sale
0.3
18.
Trade and other payables
 
Group
Company
 
As at
As at
As at
As at
 
30 June
30 June
30 June
30 June
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Current
       
Trade payables
18.7
22.9
Social security and other taxation
36.5
36.9
Other payables
32.8
31.2
2.5
0.3
Accruals
67.2
58.0
Trade and other payables – current
155.2
149.0
2.5
0.3
19.
Income tax
 
Group
Company
 
As at
As at
As at
As at
 
30 June
30 June
30 June
30 June
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Income tax receivable
0.7
8.5
Income tax payable
(3.1)
(4.2)
Net income tax (payable) receivable
(2.4)
4.3
Notes to the financial statements
For the year ended 30 June 2025
240
The Rank Group Plc
2025 Annual Report
20.
Financial assets and liabilities
(a)
Interest-bearing loans and borrowings
   
   
As at
 
As at
30 June
 
30 June
2024
 
2025
(restated)
Group
£m
£m
Current interest-bearing loans and borrowings
   
Bank overdrafts
-
3.7
Obligations under leases
36.3
32.6
Other current loans
   
Accrued interest
0.2
0.3
Unamortised facility fees
-
(0.7)
Total current interest-bearing loans and borrowings
36.5
35.9
Non-current interest-bearing loans and borrowings
   
Obligations under leases
139.9
120.8
Term loans
30.0
41.5
Other non-current loans
   
Unamortised facility fees
-
(0.9)
Total non-current interest-bearing loans and borrowings
169.9
161.4
Total interest-bearing loans and borrowings
206.4
197.3
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Sterling
206.4
197.3
Total interest-bearing loans and borrowings
206.4
197.3
In January 2024, the Group successfully secured a new £120.0m club facility, comprising a £30.0m term loan and a £90.0m
Revolving Credit Facility (‘RCF’). The tenor for the term loan was two years and nine months, and the RCF was three years. Both the
term loan and the RCF have market typical tenor extension options which are at the lender’s discretion.
On 9 January 2025, the Group signed a one-year extension to the current £120.0m club facility. Under the terms of the extension, the
term loan will reduce to £25.0m from 22 October 2026, and the RCF will reduce to £75.0m from 21 January 2027. The reduced term
loan and the RCF now extend to 22 October 2027 and 21 January 2028, respectively. During the extension process, £0.2m was paid as
an extension fee.
Term loan facilities
The £30.0m term loan has interest payable on a periodic basis depending on the loan drawn. The facility carries a floating rate of
interest based on SONIA. The total term loan at 30 June 2025 was £30.0m (30 June 2024: £30.0m).
Revolving credit facilities (‘RCF’)
At 30 June 2025, the Group had total revolving credit facilities (‘RCF’) of £90.0m. The facility carries a floating rate of interest based
on SONIA. At 30 June 2025, the RCF was undrawn (30 June 2024: £11.5m drawn), providing the Group with £90.0m of undrawn
committed facilities.
Covenants
The Group’s banking facilities require three financial covenant tests to be met biannually: net debt to EBITDA not to exceed 3x,
EBITDA to net interest payable of no less than 3x, and a Fixed Charge Cover ratio, where (net interest payable plus operating leases)
to (EBITDA plus net operating leases) can be no less than 1.5x. All covenants were met in the year.
Financial Statements
The Rank Group Plc
2025 Annual Report
241
Company
The Company did not hold any external interest-bearing loans or borrowings at 30 June 2025 (30 June 2024: £nil). The Company
held interest bearing loans with other Group companies at 30 June 2025 of £479.1m (30 June 2024: £454.7m).
(b)
Hedging activities
The Group has not carried out any hedging activities in either year.
(c)
Fair values
The table below is a comparison by class of the carrying amounts and fair value of the Group and Company’s financial instruments at
30 June 2025 and 30 June 2024.
   
   
Carrying amount
Fair value
   
As at
As at
As at
As at
   
30 June
30 June
30 June
30 June
   
2025
2024
2025
2024
Group
 
£m
£m
£m
£m
Financial assets:
         
Loans and receivables
         
Other receivables
1
Level 2
4.2
8.9
4.2
8.9
Cash and short-term deposits
Level 1
75.4
66.1
75.4
66.1
Total
 
79.6
75.0
79.6
75.0
1.
Other receivables comprise trade debtors of £4.2m less provisions of £1.1m, plus facility fees of £1.1m.
   
   
Carrying amount
Fair value
   
As at
As at
As at
As at
   
30 June
30 June
30 June
30 June
   
2025
2024
2025
2024
Group
 
£m
£m
£m
£m
Financial liabilities:
         
Other financial liabilities
         
Interest-bearing loans and borrowings
         
– Obligations under leases
Level 2
176.2
153.4
200.2
162.9
– Floating rate borrowings
Level 2
30.0
41.5
30.0
41.5
Bank overdrafts
Level 1
-
3.7
-
3.7
– Other
Level 2
0.2
0.3
0.2
0.3
Trade and other payables
Level 2
118.7
112.1
118.7
112.1
Total
 
325.1
311.0
349.1
320.5
   
   
Carrying amount
Fair value
   
As at
As at
As at
As at
   
30 June
30 June
30 June
30 June
   
2025
2024
2025
2024
Company
 
£m
£m
£m
£m
Financial liabilities:
         
Other financial liabilities
         
Trade and other payables
Level 2
2.5
0.3
2.5
0.3
Financial guarantee contracts
Level 3
0.8
2.7
0.8
2.7
Amounts owed to subsidiary undertakings
Level 2
479.1
446.9
479.1
446.9
Total
 
482.4
449.9
482.4
449.9
Notes to the financial statements
For the year ended 30 June 2025
242
The Rank Group Plc
2025 Annual Report
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions apply:
Cash and short-term deposits, other receivables and other financial liabilities approximate to their carrying amounts largely due to
the short-term maturities of these instruments; and
The fair value of fixed rate borrowings is based on price quotations at the reporting date.
Fair value hierarchy
The Group uses the following hierarchy to determine the carrying value of financial instruments that are measured at fair value:
   
Level 1:
Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2:
Other techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable
 
market data.
Level 3:
Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable
 
market data.
21.
Financial risk management objectives and policies
Financial risk factors
The Group and Company’s principal financial liabilities comprise loans and borrowings, trade and other payables and financial
guarantee contracts. The main purpose of these financial liabilities is to finance the Group’s operations. The Group has other
receivables, and cash and short-term deposits that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk.
The Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance.
The Group’s senior management oversees the management of these risks. The Finance Committee is supported by the Group’s
senior management, which advises on financial risks and the appropriate financial risk governance framework for the Group. The
Finance Committee provides assurance that the Group’s financial risk-taking activities are governed by appropriate policies and
procedures and the financial risks are identified, measured and managed in accordance with Group policies and risk appetite.
The Board of Directors review and agree policies for managing each of these risks, which are summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Financial instruments affected by market risk include loans and borrowings and deposits.
The sensitivity analyses in the following sections relate to the positions as at 30 June 2025 and 30 June 2024.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating rates of the debt and
the proportion of financial instruments in foreign currencies are all constant.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s
operating activities (when revenue or expense is denominated in a different currency from the Group’s functional currency) and the
Group’s net investments in foreign subsidiaries.
The Group’s current policy is not to hedge foreign currency risk.
Financial Statements
The Rank Group Plc
2025 Annual Report
243
Foreign currency sensitivity
The following table demonstrates the sensitivity of a possible change in the US dollar and the euro, with all other variables held
constant, to the Group’s profit before tax and the Group’s equity. The Group’s exposure to foreign currency changes for all other
currencies is not material.
   
 
Effect on profit before tax
Effect on equity
 
As at
As at
As at
As at
 
30 June
30 June
30 June
30 June
 
2025
2024
2025
2024
 
£m
£m
£m
£m
Change in foreign exchange rates:
       
+10.0% US$
(0.1)
-10.0% US$
0.1
+10.0% euro
(0.1)
3.0
0.7
-10.0% euro
0.1
(3.0)
(0.7)
Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term
debt obligations with floating interest rates.
Historically the Group has managed its interest rate risk by having a balanced portfolio of fixed and variable rate loans and
borrowings. The Group has an agreed policy of maintaining between 40% and 60% of its borrowings at a fixed rate of interest. At
30 June 2025, the Group is operating outside the policy with 80% of the borrowings at a fixed rate of interest (30 June 2024: 77%),
driven by the level of fixed rate finance leases.
Interest rate sensitivity
The table below demonstrates the sensitivity to a possible change in interest rates on income and equity for the year when this
movement is applied to the carrying value of loans, borrowings, cash, and short-term deposits:
   
 
Effect on profit before tax
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
Sterling:
   
100 basis point increase
(0.2)
(0.4)
200 basis point increase
(0.3)
(0.8)
There was no impact on equity in either year as a consequence of loan arrangements.
The Group did not enter into any fixed-to-floating or floating-to-fixed interest rate swaps in either year.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Group is exposed to credit risk from its operating activities (primarily for other receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Notes to the financial statements
For the year ended 30 June 2025
244
The Rank Group Plc
2025 Annual Report
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the
Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each
counterparty. Counterparty credit limits are reviewed by the Chief Financial Officer and may be updated throughout the year subject
to the approval of the Group’s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate
financial loss through potential counterparty failure.
The creditworthiness of each counterparty is checked against independent credit ratings on at least a weekly basis, with a minimum
rating of ‘BB’. The Group predominantly invests with its lending banks when appropriate.
Sales to retail customers are settled in cash or using major credit and debit cards and therefore the exposure to credit risk is not
considered significant.
No credit limits were exceeded during the reporting period and management does not expect any material losses from non-
performance of its counterparties.
Liquidity risk
Liquidity risk is the risk that the Group will not have sufficient funds to meet its liabilities. Cash forecasts identifying the liquidity
requirements of the Group are produced monthly. The cash forecasts are sensitivity tested for different scenarios and are reviewed
regularly. Forecast financial headroom and debt covenant compliance is reviewed monthly during the month-end process to ensure
sufficient headroom exists for at least a 12-month period.
Due to the dynamic nature of the underlying businesses, Group treasury aims to maintain flexibility in funding by keeping
committed credit lines available. A three-year strategic forecast is prepared annually to facilitate planning for future financing needs.
Management actively manages the Group’s financing requirements and the range of maturities on its debt.
The Group’s core debt facilities are comprised of the £90.0m bi-lateral revolving credit facility (30 June 2024: £90.0m) reducing to
£75.0m in January 2027 and expiring in January 2028, and the £30.0m term loan facility (30 June 2024: £30.0m) reducing to £25.0m
in October 2026 and expiring in October 2027. The Group proactively manages its relationships with its lending group.
The funding policy of the Group is to maintain, as far as practicable, a broad portfolio of debt diversified by source and maturity, and
to maintain committed facilities sufficient to cover seasonal peak anticipated borrowing requirements.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
         
Greater
 
   
Less than
   
than
 
 
On demand
12 months
1 to 2 years
2 to 5 years
5 years
Total
 
£m
£m
£m
£m
£m
£m
At 30 June 2025
           
Interest-bearing loans and borrowings
1
30.0
30.0
Trade and other payables
118.7
118.7
Lease liabilities
44.5
34.0
71.5
74.2
224.2
 
163.2
34.0
101.5
74.2
372.9
At 30 June 2024 (restated)
           
Interest-bearing loans and borrowings
1
3.7
41.5
45.2
Trade and other payables
112.1
112.1
Lease liabilities
38.2
36.2
60.8
39.5
174.7
 
3.7
150.3
36.2
102.3
39.5
332.0
1.
Interest payments on the interest-bearing loans and borrowings have been projected until the instruments mature. The bank facility interest payments were based on current SONIA as at the
reporting date.
Financial Statements
The Rank Group Plc
2025 Annual Report
245
Capital management
As a result of the difficult conditions that developed in the global capital markets in recent years, the Group’s objectives when
managing capital have been to ensure continuing access to existing debt facilities and to manage the borrowing cost of those
facilities in order to minimise the Group’s interest charge.
Consistent with others in the gaming industry, the Group monitors capital on the basis of leverage ratio. The ratio is calculated as net
debt divided by EBITDA. Net debt is calculated as total borrowings (including ‘loans and borrowings’ as shown in the Group balance
sheet) less cash and short-term deposits, accrued interest and unamortised facility fees. EBITDA is calculated as operating profit
before separately disclosed items, depreciation, and amortisation, from continuing operations.
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
Total loans and borrowings (note 20)
206.4
197.3
Less: cash and short-term deposits
(75.4)
(66.1)
Less: accrued interest
(0.2)
(0.3)
Less: unamortised facility fees
1.6
Net debt
130.8
132.5
Continuing operations
   
Operating profit before SDIs from continuing operations
63.7
46.3
Add: depreciation and amortisation
52.8
47.7
EBITDA
116.5
94.0
Leverage ratio
1.1
1.4
Collateral
The Group did not pledge or hold any collateral as at 30 June 2025 (30 June 2024: £nil).
Company
The maximum exposure to credit risk at the reporting date is the fair value of its cash and short-term deposits of £nil (30 June 2024:
£nil). The Company does not have any other significant exposure to financial risks.
Notes to the financial statements
For the year ended 30 June 2025
246
The Rank Group Plc
2025 Annual Report
22.
Deferred tax
The analysis of deferred tax included in the financial statements at the end of the year is as follows:
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Deferred tax assets:
   
Accelerated capital allowances
10.5
4.9
Tax losses carried forward
26.7
35.9
Other overseas temporary differences
0.7
0.4
Other UK temporary differences
5.4
5.6
Deferred tax assets
43.3
46.8
Deferred tax liabilities:
   
Business combinations – acquired intangibles
(0.5)
(0.7)
Temporary differences on bingo licences held in Spain
(4.4)
(3.5)
Temporary differences on UK casino licences
(35.9)
(37.1)
Deferred tax liabilities
(40.8)
(41.3)
Net deferred tax asset
2.5
5.5
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and current tax
liabilities and it is the intention to settle the balances on a net basis. Deferred tax assets and liabilities of £37.3m (30 June 2024:
£38.5m) have been offset and disclosed on the balance sheet as follows:
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Deferred tax assets
6.0
8.3
Deferred tax liabilities
(3.5)
(2.8)
Net deferred tax asset
2.5
5.5
There is a net deferred tax asset of £4.6m in respect of the UK, comprising deferred tax assets of £41.0m and deferred tax liabilities of
£36.4m. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which
they can be used.
Of the £41.0m of deferred tax assets, £19.5m are recognised based on future taxable profits arising from the reversal of existing
taxable temporary differences. The remaining £21.5m of deferred tax assets are recognised based on future taxable profits in excess
of the profits arising from the reversal of existing taxable temporary differences.
Deferred tax assets are reviewed at each reporting date taking into account the recoverability of the deferred tax assets, future
profitability and any restrictions on use. In considering their recoverability, the Group takes into account all relevant and available
evidence to assess future profitability over a reasonably foreseeable time period. In assessing the probability of recovery, the
Directors have reviewed the Group’s four-year Strategic Plan that has been used for both the going concern and the fixed asset
impairment testing. This plan anticipates the existence of future taxable profits as the Group continues its recovery from the impact
on trading from COVID-19. This recovery is expected primarily in the Grosvenor business with recent and ongoing investment in
refurbishing venues and product enhancement driving additional revenues.
Of the deferred tax assets recognised based on future taxable profit forecasts, £12.5m of these (including the deferred tax asset on
losses) are expected to be utilised within the Group’s four-year Strategic Plan period. The remaining deferred tax asset recognised
based on future taxable profits of £9.0m, which consists primarily of excess capital allowances which can only be claimed on a
reducing balance basis, will take 35 to 40 years to unwind.
Financial Statements
The Rank Group Plc
2025 Annual Report
247
The Group concludes that it is probable that the current UK group will continue to generate taxable profits in the future against which
it will use the capital allowances and other deferred tax assets.
In addition to the above, the Group has unrecognised UK tax losses of £0.5m (30 June 2024: £0.5m) and overseas tax losses of
£17.0m (30 June 2024: £28.1m) that are carried forward for offset against suitable future taxable profits. No deferred tax asset has
been recognised in relation to these losses as no utilisation is currently anticipated. All losses can be carried forward indefinitely
(30 June 2024: all losses can be carried forward indefinitely).
The Group has UK capital losses carried forward of £778.0m (30 June 2024: £779.0m). These losses have no expiry date and are
available for offset against future UK chargeable gains. No deferred tax asset (30 June 2024: £nil) has been recognised in respect
of these capital losses as no further utilisation is currently anticipated.
On 1 July 2024, the Government of Gibraltar announced the increase in the main rate of tax from 12.50% to 15.00% effective from
1 July 2024.
Temporary differences associated with Group investments
No deferred tax is recognised in respect of unremitted earnings of overseas subsidiaries with a gross value of £1.6m (30 June 2024:
£2.0m) unless a material liability is expected to arise on distribution of these earnings under applicable tax legislation. There is a
potential tax liability in respect of undistributed earnings of £0.1m (30 June 2024: £0.1m), however this has not been recognised on
the basis that the distribution can be controlled by the Group, and it is probable that the temporary difference will not reverse in the
foreseeable future.
The deferred tax included in the Group income statement is as follows:
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
Group
£m
£m
Deferred tax in the income statement
   
Accelerated capital allowances
5.6
(6.2)
Tax losses
(9.2)
3.5
Temporary differences on UK casino licences
1.2
1.3
Other temporary differences
(1.2)
0.3
Total deferred tax charge
(3.6)
(1.1)
The deferred tax movement on the Group balance sheet is as follows:
   
 
30 June
30 June
 
2025
2024
Group
£m
£m
As at start of year
5.5
6.6
Deferred tax charge in the income statement
(3.6)
(1.1)
Deferred tax credit to equity
0.6
As at end of year
2.5
5.5
Notes to the financial statements
For the year ended 30 June 2025
248
The Rank Group Plc
2025 Annual Report
23.
Provisions
   
 
Property-
       
 
related
Disposal
Pay
Legal
 
 
provisions
provisions
provision
provision
Total
Group
£m
£m
£m
£m
£m
At 1 July 2024
36.5
0.2
0.1
36.8
Created
5.7
0.4
0.1
6.2
Charge to the income statement – SDIs
0.8
0.8
Release to the income statement – SDIs
(1.8)
(1.8)
Utilised in the year
(2.8)
(2.8)
At 30 June 2025
38.4
0.2
0.5
0.1
39.2
Current
0.8
0.2
0.1
1.1
Non-current
37.6
0.5
38.1
Total
38.4
0.2
0.5
0.1
39.2
Provisions have been made based on management’s best estimate of the future cash flows, taking into account the risks associated
with each obligation.
Group
Property-related provisions
Where the Group no longer operates from a leased property, onerous property contract provisions are recognised for the least net
cost of exiting from the contract. Unless a separate exit agreement with a landlord has already been agreed, the Group’s policy is that
this onerous contract provision includes all unavoidable costs of meeting the obligations of the contract. The amounts provided are
based on the Group’s best estimates of the likely committed outflows and site closure dates.
These provisions do not include lease liabilities, however, do include unavoidable costs related to the lease such as service
charges, insurance and other directly related costs. As at 30 June 2025, property-related provisions include a £32.2m provision for
dilapidations (30 June 2024: £34.0m) and a £6.2m onerous contracts provision (30 June 2024: £2.5m).
Of the £6.2m, £4.7m relates to an onerous contract provision for unoccupied premises, reflecting the present value of the
unavoidable service charges under the non-cancellable period of the lease, net of expected income from subleasing the property. If
no sublet income were assumed over the remaining non-cancellable lease term, the onerous lease provision at 30 June 2025 would
increase by £2.1m.
Provisions for dilapidations are recognised where the Group has the obligation to make good its leased properties. These provisions
are recognised based on historically settled dilapidations which form the basis of the estimated future cash outflows. Any difference
between amounts expected to be settled and the actual cash outflow will be accounted for in the period when such determination is
made.
Where the Group is able to exit lease contracts before the expiry date or agree sublets, this results in the release of any associated
property provisions. Such events are subject to the agreement of the landlord; therefore, the Group makes no assumptions on the
ability to either exit or sublet a property until a position is contractually agreed.
Financial Statements
The Rank Group Plc
2025 Annual Report
249
Disposal provisions
In prior years, a provision was made in respect of legacy industrial disease and personal injury claims, and other directly attributable
costs arising as a consequence of the sale or closure of previously owned businesses. The balance of the provision as at 30 June
2025 is £0.2m (30 June 2024: £0.2m).
Pay provision
During the year, the Group recognised an additional provision of £0.4m relating to a compliance audit. The pay provision of £0.1m
as at 30 June 2024 relates to the historical remaining settlements associated with the National Minimum Wage Regulations for those
employees for whom the Group is still in contact with, for payment details.
Legal provision
During the year, a provision of £0.1m has been recognised in respect of a personal injury claim. The Group has recognised 100% of
the claim as a provision.
Company
Disposal provisions
In prior years, a provision was made for legacy industrial disease and personal injury claims, and other directly attributable costs
arising as a consequence of the sale or closure of previously owned businesses. The balance of the provision as at 30 June 2025 is
£0.2m (30 June 2024: £0.2m).
24.
Share capital and reserves
Authorised
   
 
As at 30 June 2025
As at 30 June 2024
   
Nominal
 
Nominal
 
Number
value
Number
value
 
m
£m
m
£m
Ordinary shares of 13
8
/
9
p each
1,296.0
180.0
1,296.0
180.0
Issued and fully paid
   
 
As at 30 June 2025
As at 30 June 2024
   
Nominal
 
Nominal
 
Number
value
Number
value
 
m
£m
m
£m
At start of year
468.4
65.0
468.4
65.0
At end of year
468.4
65.0
468.4
65.0
Share premium
   
 
As at 30 June 2025
As at 30 June 2024
   
Nominal
 
Nominal
 
Number
value
Number
value
 
m
£m
m
£m
At start of year
468.4
155.7
468.4
155.7
At end of year
468.4
155.7
468.4
155.7
The total number of shares in issue as at 30 June 2025 is 468,429,541 (30 June 2024: 468,429,541).
Notes to the financial statements
For the year ended 30 June 2025
250
The Rank Group Plc
2025 Annual Report
25.
Notes to the cash flow statement
The reconciliation of profit (loss) for the year to cash generated from operations is as follows:
Group
Company
Year ended
Year ended
Year ended
Year ended
30 June
30 June
30 June
30 June
2025
2024
2025
2024
£m
£m
£m
£m
Profit for the year
44.6
12.2
173.7
62.1
Adjustments for:
Depreciation and amortisation
52.8
47.7
Amortisation of arrangement fees
0.7
3.5
Loss on disposal of property, plant and equipment
2.4
Net financing charge
11.6
9.4
36.9
37.9
Income tax expense (credit)
8.7
6.3
(9.1)
Share-based payments
2.6
1.2
Gain on lease surrender
(0.6)
Separately disclosed items
(1.9)
15.0
(201.1)
(101.2)
120.9
95.3
0.4
(1.2)
(Increase) decrease in inventories
(0.1)
0.2
Decrease in other receivables
4.6
21.1
Increase (decrease) in trade and other payables
4.8
5.7
(0.4)
0.9
130.2
122.3
(0.3)
Cash utilisation of provisions (note 23)
(2.8)
(3.3)
Cash payments (receipts) in respect of separately
0.5
(0.1)
disclosed items
Cash generated from operations
127.9
118.9
(0.3)
Financial Statements
The Rank Group Plc
2025 Annual Report
251
26.
Cash and short-term deposits
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Cash at bank and on hand
61.3
62.5
Short-term deposits
14.1
3.6
Total
75.4
66.1
The analysis of cash and short-term deposits by currency is as follows:
   
 
As at
As at
 
30 June
30 June
 
2025
2024
Group
£m
£m
Sterling
65.4
57.8
Euro
8.8
6.3
Others
1.2
2.0
Total
75.4
66.1
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods
depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates.
Included in cash is £11.4m (30 June 2024: £9.7m) relating to customer funds which is matched by liabilities to customers of equal
value within trade and other payables (see note 18).
Company
At 30 June 2025 the Company had cash and short-term deposits of £nil (30 June 2024: £nil).
Notes to the financial statements
For the year ended 30 June 2025
252
The Rank Group Plc
2025 Annual Report
27.
Reconciliation of cash flow from financing activities
The reconciliation of net debt is as follows:
As at
As at
30 June
30 June
2025
2024
Group
£m
£m
Cash and cash equivalents
75.4
62.4
Borrowings excluding leases
(30.0)
(41.5)
IFRS 16 lease liabilities
(176.2)
(153.4)
Net debt
(130.8)
(132.5)
For the purpose of the statements of cash flow, cash and cash equivalents comprise the following:
As at
As at
30 June
30 June
2025
2024
Group
£m
£m
Cash at bank and on hand
61.3
62.5
Short-term deposits
14.1
3.6
75.4
66.1
Bank overdrafts
(3.7)
Total
75.4
62.4
Changes in liabilities arising from financing activities are as follows:
Transactions for the year ended
Transactions for the year ended
30 June 2025
30 June 2024
As at
As at
30 June
Non-cash
30 June
Non-cash
2025
Cash flow
changes
2024
Cash flow
changes
Group
£m
£m
£m
£m
£m
£m
Obligations under leases
176.2
(39.7)
62.5
153.4
(39.0)
23.4
Term loans
30.0
30.0
(14.4)
Revolving credit facility
(11.5)
11.5
(6.5)
Total borrowings
206.2
(51.2)
62.5
194.9
(59.9)
23.4
Financial Statements
The Rank Group Plc
2025 Annual Report
253
28.
Employees and Directors
(a)
Employee benefit expense for the Group during the year
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
Group
£m
£m
Wages and salaries
213.9
199.3
Social security costs
22.7
19.2
Pension costs
6.3
6.1
Share-based payments
2.6
1.1
Total employee benefit expense
245.5
225.7
The Company had no employees during the year ended 30 June 2025 (year ended 30 June 2024: nil).
(b)
Average monthly number of employees
 
Year ended 30 June 2025
Year ended 30 June 2024
 
Full-time
Part-time
Total
Full-time
Part-time
Total
Digital
808
14
822
779
9
788
Grosvenor Venues
2,611
1,748
4,359
2,458
1,760
4,218
Mecca Venues
354
1,202
1,556
373
1,305
1,678
Enracha Venues
473
90
563
346
182
528
Corporate Costs
451
25
476
412
16
428
Total average monthly number of employees
4,697
3,079
7,776
4,368
3,272
7,640
(c)
Key management compensation
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Salaries and short-term employee benefits (including social security costs)
5.6
3.0
Post-employment benefits
0.1
0.2
Share-based payments
0.2
Total key management compensation
5.7
3.4
Included in key management compensation are bonuses of £2.0m in respect of the prior year, which are paid in the current year.
Excluded from the above are bonuses of £2.8m in respect of the current year.
Key management is defined as the Executive Directors of the Group and the management team, details of which are set out on
pages 126 to 127 and at www.rank.com. Further details of the emoluments received by the Executive Directors are included in the
Remuneration Report.
(d)
Directors’ interests
The Directors’ interests in shares of the Company, including conditional awards under the Long-Term Incentive Plan, are detailed in
the Remuneration Report.
Notes to the financial statements
For the year ended 30 June 2025
254
The Rank Group Plc
2025 Annual Report
(e)
Total emoluments of the Directors of The Rank Group Plc
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Salaries and short-term employee benefits (including social security costs)
2.6
1.6
Share-based payments
0.2
Total Directors’ emoluments
2.6
1.8
No Director accrued benefits under defined benefit pension schemes in either year, or is a member of the Group’s defined
contribution pension plan in either year. Further details of emoluments received by Directors, including the aggregate amount of
gains made by Directors upon the vesting of conditional share awards, are disclosed in the Remuneration Report on pages 159 to 161.
29.
Share-based payments
During the year ended 30 June 2025, the Company operated an equity-settled Long-Term Incentive Plan (‘LTIP’). Further details
of the LTIP are included in the Remuneration Report on pages 154 to 171. The LTIP is an equity-settled scheme and details of the
movements in the number of shares are shown below:
 
As at
As at
 
30 June 2025
30 June 2024
 
£m
£m
Outstanding at start of year
10,909,850
10,325,900
Granted
5,623,306
5,138,387
Exercised
(78,729)
(474,985)
Expired
(1,510,855)
(1,409,441)
Forfeited
(1,082,195)
(2,670,011)
Outstanding at end of year
13,861,377
10,909,850
Weighted average remaining life
0.7 years
0.7 years
Weighted average fair value for shares granted during the year
55.4p
63.0p
There are five LTIP awards currently in issue during the financial year ended 30 June 2025:
LTIP
Vests in a single tranche, in September 2025.
2022/23 award
All LTIP awards have a £nil exercise price.
LTIP
Vests in a single tranche, in September 2026.
2023/24 award
All LTIP awards have a £nil exercise price.
LTIP
Vests in two tranches: 50% in August 2024 and 50% in August 2025.
2023/24 award Employee award 1
All LTIP awards have a £nil exercise price.
LTIP
Vests in two tranches: 50% in February 2025 and 50% in February 2026.
2023/24 award Employee award 2
All LTIP awards have a £nil exercise price.
LTIP
Vests in a single tranche, in September 2027.
2024/25 award
All LTIP awards have a £nil exercise price.
Financial Statements
The Rank Group Plc
2025 Annual Report
255
The number of LTIP awards and the fair value per share of the awards granted during the year were as follows:
 
30 June 2025
30 June 2024
Number
5,623,306
5,138,387
Weighted average fair value per share
55.4p
63.0p
The fair value of the LTIP awards granted during the year is based on the market value of the share award at the grant date, less the
expected value of dividends forgone. The following table lists the inputs used in assessing the fair value of the share awards:
 
30 June 2025
30 June 2024
Dividend yield (%)
4.00
4.00
Vesting period (years)
3.00
3.00
Weighted average share price
87.8p
87.0p
To the extent that grants are subject to non-market-based performance conditions, the expense recognised is based on expectations
of these conditions being met, which are reassessed at each balance sheet date. The Group recognised a £2.6m charge (30 June
2024: £1.1m charge) within operating profit, for costs of the scheme in the current year.
30. Retirement benefits
Defined contribution scheme
The Group operates the Rank Group Stakeholder Pension Plan (‘the Plan’) which is externally funded, and the Plan’s assets are held
separately from those of the Group. During the year ended 30 June 2025, the Group contributed a total of £6.3m (year ended 30 June
2024: £6.1m) to the Plan. There were no significant contributions outstanding at the balance sheet date in either year.
Other pension commitment
The Group has an unfunded pension commitment relating to three former executives of the Group. At 30 June 2025, the Group’s
commitment was £3.4m (30 June 2024: £3.4m). The Group paid £0.2m (year ended 30 June 2024: £0.2m) in pension payments
during the year.
The actuarial gain arising on the commitment, resulting from the changes in assumptions outlined below in the year was £0.1m
before taxation (year ended 30 June 2024: £nil) and £0.1m after taxation (year ended 30 June 2024: £nil).
 
30 June
30 June
 
2025
2024
 
% p.a.
% p.a.
Discount rate
5.6
5.1
Pension increases
2.7
5.0
The obligation has been calculated using the S2 mortality tables with a 1.5% per annum improvement in life expectancy.
Notes to the financial statements
For the year ended 30 June 2025
256
The Rank Group Plc
2025 Annual Report
31.
Leases
Group as a lessee
The Group leases various properties and equipment. Rental contracts are made for various fixed periods ranging up to 94 years.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise
an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or
not terminated). For short-term leases without the option to extend, the lease continues on a short-term basis until an agreement
is reached. The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this
assessment and that is within the control of the Group as a lessee.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
   
 
30 June
30 June
 
2025
2024
 
£m
£m
At the beginning of the year
153.4
169.0
Modifications
58.8
18.0
Accretion of interest
8.6
5.9
Payments
(39.7)
(39.0)
Foreign exchange
0.1
(0.1)
Disposals
(5.0)
(0.4)
At the end of the year
176.2
153.4
Current liabilities
36.3
32.6
Non-current liabilities
139.9
120.8
Total
176.2
153.4
The maturity analysis of lease liabilities is disclosed below:
   
 
As at 30 June 2025
As at 30 June 2024
 
Present
 
Present
 
 
value of the
Total
value of the
Total
 
minimum
minimum
minimum
minimum
 
lease
lease
lease
lease
 
payments
payments
payments
payments
 
£m
£m
£m
£m
Within 1 year
36.3
44.5
32.6
38.2
After 1 year but within 2 years
26.8
34.0
31.8
36.2
After 2 years but within 5 years
56.5
71.5
52.9
60.8
After 5 years
56.6
74.2
36.1
39.5
 
176.2
224.2
153.4
174.7
Less: total future interest expenses
 
(48.0)
 
(21.3)
Present value of lease liabilities
 
176.2
 
153.4
Financial Statements
The Rank Group Plc
2025 Annual Report
257
The following are the amounts recognised in the Group income statement:
   
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Depreciation expense of right-of-use assets
18.8
14.1
Interest expense on lease liabilities
8.6
5.9
Total amount recognised in the income statement
27.4
20.0
The Group has several lease contracts that include extension and termination options. These options are negotiated by management
to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs. Management exercises
significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.
Group as a lessor
The Group is party to a number of leasehold property contracts. Where appropriate the Group will sublet properties which are vacant,
in order to derive finance lease income which is shown net of lease costs. Lease income as at 30 June 2025 from lease contracts in
which the Group sublets certain property space is £1.8m (year ended 30 June 2024: £1.8m).
Future minimum rentals receivable under non-cancellable operating leases as at 30 June are as follows:
   
 
As at
As at
 
30 June
30 June
 
2025
2024
 
£m
£m
Within 1 year
1.1
3.0
After 1 year but within 2 years
0.8
0.8
After 2 years but within 5 years
1.3
1.0
After 5 years
0.5
1.5
Total minimum lease rentals receivable
3.7
6.3
Capital commitments
At 30 June 2025, the Group has contracts placed for future capital expenditure of £8.0m (30 June 2024: £8.5m).
Notes to the financial statements
For the year ended 30 June 2025
258
The Rank Group Plc
2025 Annual Report
32.
Contingent liabilities and contingent assets
Group
Contingent liabilities
Property arrangements
The Group has certain property arrangements under which rental payments revert to the Group in the event of default by the third-
party. At 30 June 2025, it is not considered probable that the third-party will default. As such, no provision has been recognised in
relation to these arrangements. If the third-party were to default on these arrangements, the obligation for the Group would be £0.3m
on a discounted basis.
Legal and regulatory landscape
Given the nature of the legal and regulatory landscape of the industry, from time to time the Group receives notices and
communications from regulatory authorities and other parties in respect of its activities and is subject to compliance assessments of
its licensed activities.
The Group recognises that there is uncertainty over any fines or charges that may be levied by regulators as a result of past events
and depending on the status of such reviews, it is not always possible to reliably estimate the likelihood, timing and value of potential
cash outflows.
Disposal claims
As a consequence of historic sale or closure of previously owned businesses, the Group may be liable for legacy industrial disease
and personal injury claims alongside any other directly attributable costs. The nature and timing of these claims is uncertain and
depending on the result of the claim’s assessment review, it is not always possible to reliably estimate the likelihood, timing and
value of potential cash outflows.
Contingent consideration
On 21 April 2022, the Group completed the purchase of the remaining 50% shareholding of Rank Interactive Limited (formerly known
as Aspers Online Limited) for a total consideration £1.3m. Of this consideration, £0.5m was paid in cash on completion in lieu of the
outstanding loan balance the Company owed to the seller, along with £0.8m due in contingent consideration.
The contingent consideration is equivalent to a percentage of the net gaming revenue generated from the acquired customer
database, until the Aspers Group launches a competing online operation, or until a £2.0m brand fee is reached. A present value of
£0.8m was recognised at 30 June 2022.
The Group settled £0.5m of the contingent consideration in the subsequent two years, leaving a balance of £0.3m as at 30 June
2024. At 30 June 2025, the Group settled a further £0.2m of the contingent consideration leaving a balance of £0.1m. This balance is
deemed sufficient to cover payments until the end of the 2026 financial year.
Contingent assets
There are no contingent assets requiring disclosure as at 30 June 2025 (30 June 2024: none).
Company
Contingent liabilities
Disposal claims
As a consequence of historic sale or closure of previously owned businesses, the Group may be liable for legacy industrial disease
and personal injury claims alongside any other directly attributable costs. The nature and timing of these claims is uncertain and
depending on the result of the claim’s assessment review, it is not always possible to reliably estimate the likelihood, timing, and
value of potential cash outflow.
Guarantees
At 30 June 2025, the Company has made guarantees to subsidiary undertakings of £30.7m (30 June 2024: £42.2m).
Contingent assets
There are no contingent assets requiring disclosure as at 30 June 2025 (30 June 2024: none).
Financial Statements
The Rank Group Plc
2025 Annual Report
259
33.
Related party transactions
Group
Details of compensation paid to key management are disclosed in note 28.
Entities with significant influence over the Group
Guoco Group Limited (‘Guoco’), a company incorporated in Bermuda, and listed on The Stock Exchange of Hong Kong Limited, has a
controlling interest in The Rank Group Plc. The ultimate parent undertaking of Guoco is GuoLine Capital Assets Limited (‘GuoLine’),
a company incorporated in Jersey.
Following an internal restructure on 30 June 2025, GSL Holdings Limited (‘GSL’) replaced GuoLine as the ultimate parent of GuoLine
(Singapore) Pte Ltd and holds an interest in the Company. GSL is a company also incorporated in Jersey.
At 30 June 2025, entities controlled by GuoLine and GSL owned 60.3% (30 June 2024: 60.3%) of the Company’s shares, including
56.2% (30 June 2024: 56.2%) through Guoco’s wholly owned subsidiary, Rank Assets Limited, the Company’s immediate parent
undertaking. For further information, see page 173.
Company
The following transactions with subsidiaries occurred in the year:
 
Year ended
Year ended
 
30 June
30 June
 
2025
2024
 
£m
£m
Interest payable to subsidiary undertaking
(36.9)
(37.9)
During the year, Rank Group Finance Plc, a subsidiary of the Company, provided cash to the Company of £7.1m (year ended 30 June
2024: provided cash of £nil).
34.
Gain on disposal of non-proprietary (Multi-brands) business
The Group completed the sale of its Multi-brands (non-proprietary) business to Broadway Gaming UK Limited on 18 December 2024.
The major classes of assets and liabilities disposed relating to the Multi-brands business were as follows:
 
£m
Intangible assets
0.3
Total assets
0.3
Total liabilities
Net assets disposed
0.3
Consideration received
(6.9)
Legal fees incurred
0.1
Gain on disposal – separately disclosed items
(6.5)
Total gross consideration due of £7.5m comprised £3.0m in cash consideration on completion and £4.5m of deferred consideration,
discounted to £3.9m. As per the terms agreed, the deferred consideration is intended to be settled on a Revenue Share basis phased
over the course of 33 months, being the shortest term. However, the recovery of the deferred consideration is subject to a minimum
of £0.1m per month with longest term recovery of 39 months.
A discount rate of 10.05% was used to calculate the present value. The total profit on disposal in separately disclosed items is £6.5m
(see note 4).
35.
Post balance sheet events
There are no post balance sheet events requiring disclosure as at 30 June 2025.
Year
ended
30 June
2025
£m
Year
ended
30 June
2024
£m
Year
ended
30 June
2023
(restated)
£m
Year
ended
30 June
2022
(restated)
£m
Year
ended
30 June
2021
(restated)
£m
Continuing operations
Revenue
795.4
734.7
681.9
644.0
329.6
Operating profit (loss) before separately disclosed items
63.7
46.3
18.5
36.0
(85.4)
Separately disclosed items
3.3
(16.9)
(128.9)
42.3
(8.4)
Group operating profit (loss)
67.0
29.4
(110.4)
78.3
(93.8)
Total net financing charge
(13.1)
(13.9)
(12.9)
(7.8)
(14.4)
Profit (loss) before taxation
53.9
15.5
(123.3)
70.5
(108.2)
Taxation
(9.3)
(3.5)
27.2
(16.6)
10.4
Profit (loss) after taxation from continuing operations
44.6
12.0
(96.1)
53.9
(97.8)
Discontinued operations
0.2
0.3
8.8
24.9
Profit (loss) for the year
44.6
12.2
(95.8)
62.7
(72.9)
Basic earnings (loss) per ordinary share
9.1p
5.9p
1.1p
4.0p
(20.5)p
Total ordinary dividend (including proposed) per ordinary share
2.60p
0.85p
0.00p
0.00p
0.00p
Group funds employed
Intangible assets, property, plant and equipment and
right-of-use assets
681.8
623.0
618.4
708.3
750.6
Provisions
(39.2)
(36.8)
(39.0)
(12.5)
(21.4)
Other net liabilities
(133.1)
(114.7)
(78.9)
(105.5)
(111.3)
Total funds employed at year-end
509.5
471.5
500.5
590.3
617.9
Financed by
Ordinary share capital and reserves
378.7
339.0
325.6
421.2
360.3
Net (cash) debt
130.8
132.5
174.9
169.1
257.6
509.5
471.5
500.5
590.3
617.9
Average number of employees (000s)
7.8
7.6
7.2
7.6
7.9
Five-year review
260
The Rank Group Plc
2025 Annual Report
2025/26 financial calendar
Record date for 2024/25 final dividend
19 September 2025
Annual General Meeting and trading
update
15 October 2025
Payment date for 2024/25 final dividend
24 October 2025
Interim results announcement
29 January 2026
Annual General Meeting
The 2025 Annual General Meeting (‘AGM’) will be held
on 15 October 2025, providing a valuable opportunity for
communication between the Board and shareholders.
Further details on how shareholders will be able to
participate in the meeting will be detailed as part of the
AGM notice.
Shareholders will be invited to vote on the formal
resolutions contained in the AGM notice, which will
be published at least 20 working days before the AGM.
The full text of notice of the meeting, together with
explanatory notes, will be set out in a separate document
at www.rank.com. If a shareholder has chosen paper
information, the notice will be enclosed with their hard
copy of this Annual Report. Shareholders wishing to change
their election may do so at any time by contacting the
Company’s registrar, details of which can be found below
and on our website at www.rank.com.
Shareholders may use electronic means to vote, or appoint
a proxy to vote on their behalf, at the annual and other
general meetings of the Company.
Following the meeting, the business presentation, voting
results and a summary of the questions and answers are
made available at www.rank.com, or in printed format on
request.
Registrar
All administrative enquiries relating to shares should in
the first instance be directed to the Company’s registrar,
Equiniti Limited.
Equiniti provide a range of services to shareholders.
Extensive information including many answers to
frequently asked questions can be found online.
Equiniti’s registered address is: Highdown House, Yeoman
Way, Worthing, West Sussex, BN99 3HH.
Shareview
The Shareview portfolio service from the Company’s
registrar gives shareholders more control of their Rank
shares and other investments including:
Direct access to data held for them on the share register
including recent share movements and dividend details;
A recent valuation of their portfolio; and
A range of information and practical help for
shareholders including how they can elect to receive
communications electronically
Use the QR code below to register for free at
www.shareview.co.uk
Shareholders will need the shareholder reference printed
on their proxy form or dividend stationery. To register for a
Shareview Portfolio, go to www.shareview.co.uk and enter
the requested information. It is important that you register
for a Shareview Portfolio with enough time to complete the
registration and authentication processes.
Payment of dividends
The Company does not operate a dividend re-investment
plan. Shareholders may find it more convenient to make
arrangements to have dividends paid directly to their bank
account. The advantages of this are that the dividend is
credited to a shareholder’s bank account on the payment
date, there is no need to present cheques for payment
and there is no risk of cheques being lost in the post.
To set up a dividend mandate or to change an existing
mandate please contact Equiniti Limited, our registrar,
whose contact details are above. Alternatively,
shareholders who use Equiniti’s Shareview can log on to
www.shareview.co.uk and follow the online instructions
Shareholder information
A wide range of information for shareholders and investors
is available in the Investors area of the Rank corporate
website, www.rank.com.
Frequently asked questions
We have a shareholder ‘frequently asked questions’ section
on our website which provides answers to many questions:
www. rank.com/en/investors/shareholder-centre/faqs.html
Shareholder information
The Rank Group Plc
2025 Annual Report
261
Capital gains tax
For the purpose of calculating UK capital gains tax on a
disposal of ordinary shares in the Company held since
31 March 1982 (including shares held in the predecessor
company, The Rank Organisation Plc), the price of the
Company’s ordinary shares at that date was 190p per share.
This price should be adjusted for the effects of the rights
issue in January 1990, the enhanced share alternative in
July 1993, the sub-division and consolidation of shares in
March 1994, the enhanced scrip dividend in March 1998,
and the 18 for 25 sub-division and share consolidation
(aligned with the 65p special dividend payment) which took
place in March 2007. More information regarding these
adjustments is available on www.rank.com.
Shareholder security
We are aware that shareholders can on occasion receive
unsolicited telephone calls concerning their Rank shares.
These communications tend to be from overseas-based
‘brokers’ who offer a premium price for your Rank shares
but ask you to make an upfront payment, typically in the
form of an insurance bond. We recommend that before
paying any money you:
Obtain the name of the person and firm contacting you;
Check the FCA register at https://register.fca.org.uk to
ensure they are authorised;
Use the details on the FCA register to contact the firm;
Call the FCA Consumer Helpline on 0800 111 6768
(freephone) if there are no contact details on the FCA
register or you are told they are out of date; and
Search the FCA’s list of unauthorised firms and
individuals to avoid doing business with: www.fca.org.
uk/ consumers/unauthorised-firms-individuals
If you use an unauthorised firm to buy or sell shares or
other investments, you will not have access to the Financial
Ombudsman Service or Financial Services Compensation
Scheme (‘FSCS’) if things go wrong.
Below, please find the link to the FCA’s website which gives
information on scams and swindles, which shareholders
may find helpful:
www.fca.org.uk/consumers/protect-yourself-scams
Further information on fraud can be found at
www.actionfraud.police.uk
Action Fraud’s helpline is 0300 123 2040.
We recommend that you report any attempted share frauds
to the authorities, since providing information with regard
to how the fraudsters have contacted and dealt with you will
assist the authorities in understanding the fraudsters’ way
of operating so as to enable them to disrupt and prevent
these activities and prosecute them.
ShareGift
Shareholders with a very small number of shares, the value
of which may make it uneconomical to sell, may wish to
consider donating them to charity through ShareGift, a
registered charity administered by The Orr Mackintosh
Foundation.
Further information about ShareGift is available at
www.sharegift.org or by writing to:
ShareGift
PO Box 72253
London SW1P 9LQ
Tel: 020 7930 3737
For any other information please contact the following
persons at our registered office:
Brian McLelland, Group Company Secretary
David Williams, Director of Corporate Affairs and Investor
Relations
Registered office
The Rank Group Plc, TOR, Saint-Cloud Way, Maidenhead
SL6 8BN Tel: 01628 504 000
Registered in England and Wales Company number:
03140769
Shareholder information
262
The Rank Group Plc
2025 Annual Report
For more information, visit our website:
www.rank.com
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The Rank Group Plc
2025 Annual Report
263
The Rank Group Plc
TOR, Saint-Cloud Way
Maidenhead, SL6 8BN
T: 01628 504 000
W: rank.com
Company registration number: 03140769