Introduction About us 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 Investment case A compelling investment case... Market leading positions in attractive markets - Leading brands in land-based casino and bingo markets - Significant cross-channel customer economics - High barriers to entry Attractive customer proposition - Investment in best-in-class products in venues - Building scale in the digital business on proprietary digital platforms - Offering casino-led and bingo-led gaming, where we have a right to win, can deliver high levels of customer enjoyment and have competitive strengths Highly engaged and skilled colleagues - Very strong employee engagement levels - Excellent customer Net Promoter Scores ('NPS') - Investment in further enhancing the culture across the Group Clear growth drivers - Clear pathway to £9.5m+ Net Gaming Revenue ('NGR') per week in Grosvenor - Rebalancing of UK digital landscape provides an opportunity for growth as the market consolidates - Mecca on pathway to double digit profitability in 2026/27 - Gaming machines and electronic gaming as the economic engine of the Group Targeted investment to maximise shareholder value - Capital allocation policy with clear investment hurdles - Strong Group-wide focus on return on capital employed ('ROCE') - Progressive dividend policy ...delivering strong financial outcomes Grosvenor growth underpinned by ongoing gaming machine optimisation Strong digital performance in higher tax environment provides confidence in outlook Improving underlying cash generation Strong payback on investment with proven returns and improving return on capital employed Strong balance sheet with a net cash position Increasing returns to shareholders On track to deliver £100m+ operating profit in the medium term Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 3 --- Business model A customer-centric, brand-led engagement approach ## Opportunities The Group is well positioned to benefit from a number of advantageous dynamics which offer a number of organic and transformational growth drivers. We have been a net beneficiary of the land-based reforms in the Government's Gambling Act Review. These are yet to be fully delivered or rolled out but are already providing better opportunities for us to meet and exceed the expectations of our customers in Grosvenor and Mecca. A programme of estate refurbishment and modernisation positions our venues to appeal to our loyal customers and attract new customers seeking exciting and entertaining experiences. Technology has a clear purpose of ensuring the day-to-day delivery is driving better customer experiences and outcomes. Our technology and product teams are able to focus on shorter, intense workstreams that quickly add value. A pipeline of exciting product development initiatives, in our venues and across our digital brands, will drive loyalty and broaden our customer base. 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. 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. ## Talent and strategic capabilities Recruiting and developing highly engaged and talented colleagues will help us to realise our growth ambitions. Directly aligning talent and capabilities to our strategic ambitions and opportunities is vital as we deliver seamless, cross-channel customer experiences. ![img-0.jpeg](img-0.jpeg) ## Competitive advantages Grosvenor, Mecca, Yo 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, enviable bases for marketing initiatives and a platform for growth in Portugal. Our casinos and bingo clubs enjoy prime locations in major towns and cities across the UK and Spain. The vast majority of our casinos are large enough to continue to take advantage of regulatory reforms. Existing spare casino licences in the UK will allow us to trial smaller formats and dial up the value of gaming machines and electronic gaming, our most productive assets. 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 platforms across our brands. Engaged teams are the bedrock of hospitality businesses like ours. We attract and develop colleagues who excite and entertain our customers with first-rate service and a clear commitment to delivering 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. Strategic Report Governance Report Financial Statements 4 The Rank Group Plc 2026 Annual Report --- ## Revenue streams and clear growth drivers We generate most of our revenue through casino-led and bingo-led gaming where we have a right to win and a proven model that creates shareholder value. Our casinos derive most of their revenue from table gaming, electronic gaming, gaming machines and, in some venues, poker and sports betting. 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 and 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. Our UK and Spanish digital portfolio covering casino, bingo, slots and sports, with YoBingo now live in Portugal. ## Strong financial outcomes Revenue and profit growth underpin strong and sustainable financial outcomes for the Group. **Investors** Underlying LFL operating profit **£79.9m** Underlying EPS **10.5p** Dividend **3.50p** **Customers** Customer Net Promoter Score ('NPS') **54** **Colleagues** Employee engagement score **8.2/10** (Upper quartile) **Regulators** Good working relationship **Communities** Charitable funds raised **£496k** **Suppliers** Suppliers where supply chain management is implemented **83** **Environment** Total carbon emissions **86,857** **tCO₂e** Our brands # Leveraging our brands to excite and to entertain ## 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, gaming machines and sports betting alongside bars, restaurants and broader entertainment experiences. ## Mecca Bingo Mecca is Rank's community-gaming brand – and a household name – in the UK market. A national portfolio of 41 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. ## Digital Our digital portfolio includes our established market leading brands, Mecca and Grosvenor for the UK market, Yo and Enracha for the Spanish market and Yo in Portugal. The Group also operates ten UK digital-only brands, all delivered to the consumer on Rank's proprietary technology platforms. The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- Market overview # Anticipating and responding to changes in the gambling landscape ## Macro trends ### Geographies In the UK and Spain, our brands enjoy market leading positions. Our brand strength and operational expertise in casino-led and bingo-led gaming positions us well to anticipate and respond to macro-economic changes which impact our customers, and sustain the Group's growth trajectory, whilst providing us with agile capability to respond to external factors, most notably taxation and regulatory changes. The UK Government's decision to increase Remote Gaming Duty ('RGD') to 40% in the Autumn 2025 Budget is likely to significantly alter the UK gambling landscape and we are confident in our ability to activate our growth levers and cost control measures to ensure we emerge as a medium to long-term net beneficiary of these changes. Having launched YoBingo in Portugal this year, we aim to grow the business by building liquidity, and we continually assess and consider merger and acquisition opportunities for broader geographical diversification both in venues and digitally. ### Regulation A regulatory framework that delivers a balance between ensuring important player protection and allowing regulated gambling operators to grow responsibly is vital. Recent years have been characterised by elevated levels of regulatory change in the UK, alongside ongoing consultations as the Gambling Commission delivers on its remit to enact the public policy changes required by the UK government. The changes invariably require significant resources to deliver. In order to ensure we manage regulatory changes to best effect, our experienced teams remain engaged with wider industry leaders and regulators. ### Customer behaviours Our customers rightly expect us to provide exciting and entertaining experiences, but 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 key requirement across all our teams. Bingo customers, in particular, seek good value entertainment and we are proud of the loyalty that we have secured from our customer base by focusing relentlessly on providing a good value proposition. In both our venues and online, our data teams look to provide high-quality insight into trends and expectations as we anticipate customer change and positively respond to it in an agile and authentic way. ### Economic pressures In the UK and Spain, we are a large-scale operator and that enables us to identify mitigations in inflationary environments. Employment costs remain the most significant cost of operating, but our commitment to ensuring talent and capabilities align directly with our strategic ambitions ensures we deploy our key resources across the Group to maximise efficiencies and better meet customer demand. ## Venues ### Land-based casinos In the UK there are 110 operating casinos, of which Grosvenor, with 50 venues and 45% of the UK market by venues, is the largest. Additionally, we have 17 unused licences. Casino licences are created by an Act of Parliament, and we believe it is unlikely that new licences will be granted in the coming decades, creating significant barriers to entry for rival operators. Casino numbers in the UK have been declining since the start of the COVID-19 pandemic (2019: 130). Although no Grosvenor venues have closed during the year, consultations are underway in three venues with decisions expected in Autumn 2026. We continue to identify clear growth opportunities as a result of the legislative changes in the Government's Gambling Act Review and, having completed the installation of 850 gaming machines in 37 venues and commenced the rollout of sports betting in 24 venues, our subsequent focus has been on optimising performance resulting from this investment phase. Customer enthusiasm for gaming machines is evident around the globe. The rollout of additional machines at the start of the year allowed us to modernise the customer offering, better meet unmet demand and quickly identify new opportunities, including how we might look to deploy unused licences in response to customer-led demand for contemporary gaming environments, within permitted areas and subject to local authority planning permission. This will include the trial in 2026/27 of smaller format casinos with a gaming machine and electronic gaming-led customer proposition. With considerable barriers to entry into the market and our unparalleled scale across the UK, we are excited by the runway of opportunities in the medium-term. ### Land-based bingo There are 240 operating bingo venues and 52 operators in the UK, of which Mecca operates 41 clubs. The overall number of Mecca clubs has been in decline in recent years, as we have rationalised our estate into higher quality clubs, with nine Mecca venues closing over the past 12 months. There has been an oversupply of bingo clubs in the UK since the COVID-19 pandemic. In the nine Mecca venues which closed during the year, decisions were taken primarily as a result of declining profitability coupled with the cost of maintaining venues subject to lease arrangements. Ultimately, bingo is a liquidity game and the over-supply of Mecca clubs has now been largely addressed. Our remaining estate is now increasingly vibrant with strong liquidity and, consequently, strong prize boards which sustain the liquidity. In communities where bingo is cherished, we seek to offer great value and a compelling customer proposition. We love bingo. It is part of the DNA of the Group and our expertise in providing great value entertainment is unrivalled. Mainstage bingo is at the heart of a customer visit. It is the primary driver of customer visits. Customers may also enjoy good value food and drink, entertainment that we provide and, increasingly, customers will enjoy playing on gaming machines which have received investment in recent years. Reforms to gaming machine allowances in bingo clubs are yet to be realised by the Government but will, in time, improve the customer proposition in many of our clubs. In Spain, there are many more operators than in the UK, giving a fragmented picture of the industry with fewer large-scale operators dominating the market compared to the UK. Our nine Enracha venues are flagships in their local marketplace and, whilst some operators have removed bingo from their proposition, it remains an important driver of the Enracha offering. Our multi-game customer proposition, featuring gaming machine arcades and sports betting, is increasingly popular, which is particularly relevant to a younger demographic in Spanish venues. Strategic Report Governance Report Financial Statements 6 The Rank Group Plc 2026 Annual Report --- Market overview ## Digital ### UK The UK has been a global leader of digital betting and gaming for many years. The industry changes quickly, is innovative, subject to high levels of regulation and supervision, and is highly competitive. The UK Government's decision to increase Remote Gaming Duty to 40% from 21%, effective since 1 April 2026, increases the risk of a market imbalance, whereby regulated operators find it increasingly difficult to compete effectively with unlicensed, black market operators who, without incurring the costs of taxation, levies, compliance or player protection measures, may appeal to customers, particularly higher-spending customers. Throughout the year we have taken a prominent role articulating and addressing this rapidly changing dynamic, working with our regulated industry peers and UK trade bodies, to ensure the impacts are fully understood by the Government and regulator. As the regulated industry undergoes what is likely to be a significant re-set, our UK business is well positioned to take advantage of the wider market disruption, leveraging our cross-channel capabilities and offering personalised, authentic casino-led and bingo-led experiences in a safe and trusted digital environment. Intuitive gaming experiences that reflect individual choice and preferences with real-time interactions, frictionless banking and swift payouts are cornerstones of our customer proposition. Both our casino and bingo digital sites seamlessly reflect the venues proposition, with the newest games and optimal functionality, and are important drivers of differentiation. ### International The Spanish and Portuguese digital markets are also strictly regulated. YoBingo is the largest bingo brand in Spain, and its sister sites, YoCasino and YoSports benefit from the brand awareness provided by our dominant bingo position and we are encouraged by the customer response and opportunities to grow in both of these verticals. In Portugal, the extended period required for the approval process of our YoBingo launch illustrates, in part, the high regulatory standards. As we look to build liquidity for this new product in Portugal, we look forward to putting into practice the experiences gained from our Spanish operations as we look to provide Portuguese customers with a proudly bingo-led digital proposition. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 7 --- Strategic Report Governance Report Financial Statements # Strategic Pillars In 2025/26 we made progress in securing strong financial outcomes by delivering on our clear investment case. We positioned our businesses for further revenue growth, optimising the performance of gaming machines in our venues and focusing on the Group-wide opportunity for slots, most significantly in our Grosvenor venues. Having rebased the UK digital business in light of in-year tax increases, we have a clear plan in place to grow and take advantage of structural shifts in the industry. With Mecca on track to achieve double digit profitability in the next financial year and Enracha and Yo continuing to perform strongly, we remain confident in driving operating profit beyond £100m in the medium term. Delivery of the profit target runs parallel to our ambitions to build a Group capable of creating longer-term value for shareholders. This has informed the strategy work that began in H2 2025/26, and which continues to evolve, as we look at ways in which we can deploy our most productive assets to maximise shareholder returns. Our five Strategic Pillars speak to our long-held purpose to excite and entertain our customers. These pillars will evolve in 2026/27 as we look to materially enhance value from our existing assets; use data and analytics to drive growth; and reposition our investment in technology to focus on customer outcomes. As we modernise the Group we will, in parallel, unlock longer term value creation by selectively deploying capital to build scale in areas where we can win. We will focus on the Group's core strength areas, namely casino-led and bingo-led gaming. We will also continue to expand our international revenue streams to provide greater diversification across the Group. Strategic Pillar 1 Provide a seamless and tailored experience for customers across venues and online Strategic Pillar 2 Drive digital growth powered by our proprietary technology and live play credentials Key achievements Upgrades to our 'Live From' Grosvenor tables with a new supplier, with improved streaming quality and bonus mechanics to reward customers Rollout of Baccarat on electronic table games in Grosvenor, a product familiar to, and popular with, digital casino players Data has moved to our Central Engagement Platform, providing our teams with higher quality, consistent player data, enabling customer-first, channel-agnostic interactions to drive loyalty Improvements to the 'venues' features on core brand apps, e.g. migration of all MyMecca venues functionality (membership card, promotions) onto the Mecca app for customer ease Continued development of the Mecca single membership project to unify customer profile and data Launch of YoBingo in Portugal, accompanied by a commercial campaign to drive awareness of our first bingo site in Portugal Instant banking launched in H1, facilitating customer deposits and withdrawals and improving customer experience Sportsbook pages redesigned in H2, reducing third party reliance and unlocking faster iteration, performance and personalisation Launch of YoSports TV, supported by high-profile journalists, influencers and brand ambassadors Rebrand in H2 of Lucky Pants to better align with our strategic approach to using our smaller proprietary brands to improve Group-wide performance Capacity and stability improvements made to Spanish online bingo rooms, resolving prior year issues KPIs Percentage of venue customers that play with us online Grosvenor 4% Mecca 10% Percentage of digital NGR from cross-channel customers Grosvenor 25% Mecca 17% Digital LFL NGR UK £218.6m Change from previous year: +8% International £29.9m Change from previous year: +7% Digital LFL customer numbers UK 581k Change from previous year: -2% International 74k Change from previous year: 21% Future plans Increasing the digitalisation of the customer proposition is a key cross-channel focus area. Improved upweighting of our customer proposition and further product innovation and development will improve cross-channel journeys and drive revenues. Mecca: the launch of a single membership system in H1 2026/27, delivering unified membership irrespective of channel, will provide our teams with richer data and insight into loyal, local customers, enabling us to tailor more personalised customer experiences. Grosvenor: accelerating the awareness and appeal of our Grosvenor app to venues customers who play online, but not yet with us. Slots are our best performing product and will be a focus area for cross-channel expansion. Enracha: coordinate marketing campaigns with digital platforms to drive campaign efficiency. Our leading cross-channel brands serve different purposes in digital. Mecca is the volume growth engine of our UK digital business, whereas Grosvenor speaks more to premium play. Positioning these brands accordingly is our priority, with a refresh of the Mecca brand planned to ensure it overlays its heritage and trustedness with modern-day relevance. New customer relationship management and customer services tools will deliver automated and personalised customer experience benefits. Exploring new product verticals to deliver new revenue streams. Ensuring a mid-funnel approach to marketing is driving returns and ensuring brand relevance in a rapidly changing higher-duty macro environment will be critical. In Portugal, the introduction of an affiliate scheme and campaign automation functionality – to facilitate increased capacity – will support growth ambitions in new territory. 8 The Rank Group Plc 2026 Annual Report --- Key achievements Strategic Pillar 3 **Continuously evolve our venues estate with ongoing proposition that appeals to both existing and new customers** Additional 850 B1 gaming machines installed across the Grosvenor estate in H1 2025/26, with minimal in-year capital investment, as a result of changes to Gambling Act Review legislation Major casino refurbishments completed in Brighton and Bolton, with smaller capex projects completed across the estate 'Mystery Customer' programme of visits initiated in Grosvenor to support better understanding of customer journey issues and opportunities In Mecca, seven clubs benefitted from gaming machine refurbishments and 10 clubs received external and signage upgrades in 2025/26 £1.6m refurbishment of Mecca Stockton with new, social lounge area aimed at broadening appeal of venue area Bingo Boom, an immersive social bingo format, designed to make bingo more appealing to a younger audience, launched in Enracha Seville Strategic Pillar 4 **Be passionate about the development and wellbeing of our colleagues and the contribution they make to their communities** Expansion of our cultural change programme in Grosvenor, 'From Like To Love', with all new leaders joining a cultural leadership programme Mecca's management development programme 'Magnify Your Game' was extended with residential courses focused on broadening skillsets and personal development of colleagues Development of our Global Volunteering Policy prior to anticipated rollout in 2026/27 Implemented Dayforce Recruit across all locations creating a consistent recruitment process across the Group Strategic Pillar 5 **Build sustainable relationships with our customers by providing them with safe environments in which to play** New anti-money laundering ('AML') modules, along with insights and analytics capabilities, were added to our proprietary player protection platform 'Hawkeye' to support our digital business Customer-led tool enhancements were made in H1, encouraging the use of deposit limits during registration in digital In H1, we joined the UK industry's cross-operator data-sharing programme, GamProtect, developed to identify and support digital customers displaying the most serious markers of harm Changes implemented to the digital business in H2, providing socially responsible incentives, limiting bonuses across multiple products and imposing a cap on wagering requirements for bonuses AML training provided to all Grosvenor venues management teams and key support functions KPIs Venues' LFL NOR Grosvenor **£397.3m** Change from previous year: +5% Mecca **£143.0m** Change from previous year: +4% Enracha **£45.3m** Change from previous year: +7% Venues' strategic investment Grosvenor **£15.2m** Change from previous year: -36% Mecca **£5.5m** Change from previous year: +22% Enracha **£2.0m** Change from previous year: +100% Venues' NPS Grosvenor **67** Change from previous year: -3% Mecca **76** Change from previous year: -1% Enracha **62** Change from previous year: -2% Employee engagement score **8.2** Change from previous year: -1% Women in senior management **40%** Change from previous year: +8 ppt Total carbon emissions tCO2e **86,857** Change from previous year: -36% Total charitable funds raised **£496k** Change from previous year: +24% Safer gambling eNPS **72** No change from previous year Customer safer gambling feedback score **85%** Change from previous year: +1 ppt Future plans Grosvenor: slots are the fastest growing product in casino; scaling slots and electronic table games-led smaller formats with rapid learning will help to drive revenues and margin expansion. Grosvenor Newcastle will benefit from a major investment with smaller, capital-light, sports-led projects to be trialled in St Giles (London) and Reading South. A small number of gaming machine areas will be expanded across the Mecca estate with refurbishment projects taking place in five clubs. Five venues will receive upgraded external signage. Enracha: Key learnings from Bingo Boom, a social bingo initiative launched in H2 in Seville, will be established in order to inform future rollout plans. Further road-testing of our colleague volunteering platform to ensure practical and scalable capability on launch. Introduce AI and further automation to simplify HR processes, enable self-service functionality and drive colleague engagement. Develop the 'Worklife & Wellbeing' network with self-help learning resources and an elevated focus on key calendar events e.g. Mental Health Awareness Week. Work with Inclusive Employers group to better provide psychologically safe environments to embed a 'safe to speak up' culture more widely across the Group. Pending the outcome of the Gambling Commission's Financial Risk Assessment consultation, we will develop a 'frictionless' credit-style check at predefined spend thresholds in order to better identify financial risk profile amongst higher spending customers. Gross Deposit limits (rather than the existing net functionality) will be offered to customers in Q1 2026/27. We will trial a new customer management platform in Grosvenor venues to improve our processes for identifying at-risk customers, allowing for earlier interactions. We will also upweight our player protection training programmes to raise standards. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 9 --- Statement from the Chief Executive # Group-wide growth with improving underlying cash generation **A relentless focus on customer experience has driven good revenue growth across all of our businesses, with Group-wide LFL NGR up 6%. Combined with decisive cost action, this has led to strong profit conversion and improved underlying cash generation.** Underlying EBITDA increased 15% on prior year to £138.3m. Underlying operating profit for the Group increased 21% on prior year to £78.6m from £64.8m in 2024/25. The Group's underlying operating margin of 9.4%, up from 8.1% in 2024/25, reflects revenue growth and tight control of operating expenses, set against the commencement of higher RGD at 40%, and higher depreciation costs reflecting the elevated capital investment in recent years, which will now start to moderate. Group LFL employment costs of £270.3m (2024/25: £269.9m) reflect underlying increases of c. 4% offset by headcount and other people-related cost reductions undertaken in H2. Statutory Group operating profit decreased to £55.7m from £60.1m in the prior year, reflecting higher separately disclosed items of £22.9m which include a £5.0m settlement proposal to the Gambling Commission in lieu of a financial penalty relating to historical failings in the Grosvenor venues business announced in July 2026, and a £6.5m loss arising from the payment fraud incident in our Spanish business announced in December 2025. Our underlying cash generation profile has improved in 2025/26. Net free cash flow of £25.5m in the year reflects increased profits and reduced capital expenditure, but this has been offset by cash outflows from one-off SDIs. We anticipate further one-off cash outflows in connection with these 2025/26 SDIs in 2026/27. In 2026/27 we will continue to invest in areas with proven returns, albeit with more normalised spend of c. £40m. We will prioritise targeted investment schemes that directly improve the customer proposition and experience, and have proven returns. As a result of lower capital expenditure levels, we expect a further improvement in cash generation in 2026/27. Strategy and medium term targets Delivery of the £100m operating profit target runs parallel to our ambitions to build a Group capable of creating longer term value for shareholders. The 'deliver and deploy' two-part approach provides the framework for our strategy. Our ambition remains to deliver at least £100m operating profit in the medium term. We will achieve that by materially enhancing value from our existing assets; by using data and analytics to drive growth; and by repositioning our investment in technology to focus on customer outcomes. These initiatives will ensure we continue to enhance margins, investment returns and further improve our cash generation profile. We will modernise the Group for the future and maximise the use of our most productive assets, including gaming machines in all of our venues, electronic terminals in our casinos and hand-held tablets in our bingo clubs. In parallel, as we look to build a business for longer-term value creation, we will unlock this value by selectively deploying capital to build scale in areas where we can win. We will focus on the Group's areas of core strength, namely casino-led and bingo-led gaming. Forthcoming examples include our trial of new, smaller format casinos in Grosvenor, and social lounges in Mecca and Enracha. We will also continue to expand our international revenue streams to provide greater diversification across the Group, with the current focus on growing the newly launched digital bingo operation in Portugal. Casino-led and bingo-led gaming across our focus areas The Group's purpose is to excite and entertain our customers. We are able to achieve this through a clear customer experience vision, the principles of which are implemented across all businesses, but with the aim of providing personalised experiences for customers. We will focus our growth and investment in casino-led gaming and bingo-led gaming, where we have the right to win, deliver high levels of customer enjoyment and a proven model that creates shareholder value. Grosvenor is the market leader in UK land-based casinos with a high quality estate of segmented venue formats. During 2026/27 we will trial new, smaller format casinos using existing spare licences, as we seek to position Grosvenor for long-term growth. Despite cost and regulatory headwinds, we have delivered consistent and resilient growth. Our competitive advantage is protected with high barriers to entry for competitors, and our cross-channel opportunity is enhanced by the heritage and expertise which our venues customers enjoy, and which differentiates Grosvenor online. In bingo, we have much-loved brands with strong market positions, courtesy of Mecca in the UK, and Enracha and Yo in Spain. Bingo is in our DNA and we are proud to celebrate its community and social appeal. Following a rightsizing of our UK estate, our venues are now higher quality. Our customer proposition starts with a strong bingo offering for the customer, which is the primary reason to visit, and incorporates revenue growth from other products available in our venues. Our focus areas of sustained growth in Grosvenor venues, medium term cash maximisation in venues-based bingo and building scale in digital are all underpinned by a Group-wide focus on driving gaming machine and electronic gaming performance. Customers increasingly enjoy electronic and digital play, and the machines, terminals and tablets are highly productive assets. Within this context, the rate of Machine Games Duty ('MGD') in the UK is critical. Currently set at 20%, any increase to the rate will further impact venue viability across both Grosvenor and Mecca, and will lead to a reduction in tax receipts within 12 months. Group expertise to enable growth ambitions Across the Group, our value creation will be underpinned by improvements in talent and strategic capabilities, better use of data and analytics, and the application of technology to enhance customer experiences. Strategic Report Governance Report Financial Statements 10 The Rank Group Plc 2026 Annual Report --- ## Statement from the Chief Executive Recruiting and developing highly engaged and talented colleagues will remain vital as we strive to realise our growth ambitions. During the year we have selectively invested in talent in key areas of strategic capability, including group strategy, data and analytics, and technology and product. We are pleased with maintaining the Group's high employee engagement score of 8.2 (2024/25: 8.3). Customer Net Promoter Score ('NPS') across Rank's businesses remained at 54 (2024/25: 54). The Group has been investing in a central data platform and centralised analytics capability with a view to building strategic capability. The central team will focus on delivery of our Group data and analytics strategy, specifically on higher value predictive analytics, automated segmentation and campaign capabilities to sharpen decision making against clear customer outcomes. We are also expanding our use of AI and automation to improve customer experience; our Intelligent Customer Platform, a unified customer engagement platform that will initially benefit our digital business, is expected to be implemented in the year ahead. During the year, we moved Technology and Product under combined leadership with end-to-end accountability. Technology has a clear purpose of ensuring the day-to-day delivery of our project is driving better customer outcomes. Our development and engineering teams have been reorganised with a specific focus on improving customer experience, and we will continue to step away from longer, large-scale projects and focus on shorter, intense workstreams that quickly add value. Ensuring platform stability and consistently delivering better technical performance are core customer expectations that we have addressed during the year. Since in-sourcing our Grosvenor and Mecca apps, we have improved our cross-channel proposition by integrating venue experiences into the apps and significantly expanded our games catalogue, giving customers more choice while driving engagement, retention and cross-channel play. Delivering consistent results through operational excellence and by leveraging our competitive advantages will enable us to deploy capital to build scale in areas of core competence and build high quality international revenue streams. Taken together, these strategic initiatives will ensure we build a stronger and more productive Rank Group. ## Statement from the Chief Executive | | 2025/26 £m | 2024/25 £m | Change % | | --- | --- | --- | --- | | **Total net gaming revenue** | **835.0** | **795.4** | **5%** | | **LFL net gaming revenue** | **834.1** | **788.4** | **6%** | | Grosvenor Venues | 397.3 | 378.4 | 5% | | Mecca Venues | 143.0 | 136.9 | 4% | | Enracha Venues | 45.3 | 42.4 | 7% | | Digital | 248.5 | 230.7 | 8% | | **Underlying EBITDA** | **138.3** | **119.9** | **15%** | | **Underlying operating profit** | **78.6** | **64.8** | **21%** | | **Underlying LFL operating profit** | **79.9** | **66.7** | **20%** | | Grosvenor Venues | 35.5 | 32.1 | 11% | | Mecca Venues | 8.9 | 4.3 | 107% | | Enracha Venues | 12.0 | 11.1 | 8% | | Digital | 37.9 | 35.0 | 8% | | Corporate costs | (14.4) | (15.8) | 9% | | Separately disclosed items (incl. SDI interest) | (23.3) | (5.5) | (324)% | | Underlying net financing charge | (16.1) | (13.4) | (20)% | | **Statutory profit before taxation** | **39.2** | **45.9** | **(15)%** | | Taxation | (9.3) | (7.3) | (27)% | | **Statutory profit after taxation** | **29.9** | **38.6** | **(23)%** | | Underlying earnings per share | 10.5p | 9.1p | 15% | | Dividend per share | 3.50p | 2.60p | 35% | | **Net debt** | **147.2** | **154.7** | **(5)%** | | **Net cash pre-IFRS 16** | **56.8** | **45.4** | **25%** | | **Net free cash flow** | **25.5** | **27.7** | **(8)%** | | **Capital expenditure** | **50.2** | **58.5** | **(14)%** | 1. Restated for prior period adjustment. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 11 --- Strategic Report Governance Report Financial Statements # Statement from the Chief Executive Business review Grosvenor venues Key financial performance indicators | | 2025/26£m | 2024/25£m | Change | | --- | --- | --- | --- | | LFL\( ^{1} \) NGR | 397.3 | 378.4 | 5% | | London | 123.6 | 117.5 | 5% | | Rest of the UK | 273.7 | 260.9 | 5% | | LFL\( ^{1} \) NGR | | | | | Table gaming | 175.0 | 174.2 | 5% | | Gaming machines | 113.2 | 101.8 | 11% | | Electronic gaming | 62.5 | 59.3 | 5% | | Other (incl. Poker) | 46.6 | 43.1 | 8% | | Total NGR | 397.3 | 378.4 | 5% | | Underlying\( ^{2} \) LFL\( ^{1} \) operating profit | 35.5 | 32.1 | 11% | | Total operating profit\( ^{3} \) | 23.5 | 29.9 | (21)% | 1. Results are presented on a like for like ('LFL') basis which removes the impact of venue openings, closures, foreign exchange movements, discontinued operations and new markets that have not been open for more than 12 months. 2. Before the impact of separately disclosed items. 3. Restated for prior period adjustment. Underlying LFL NGR grew 5% compared to the prior year, with average weekly NGR at £7.6m per week (2024/25: £7.3m). Visitor numbers grew 2% and spend per visit increased 3%. As set out at our Capital Markets Event in H1, we aim to achieve £9.5m NGR per week in the medium term with margin improvement of 5 ppt. Underlying performance was strong, although the conflict in the Middle East, in H2, impacted table gaming performance which was flat versus prior year. Live table gaming accounted for 44% of our total casino NGR. We have expanded our side bets offering, including the introduction of Grosvenor Aces, a new proprietary progressive game developed in-house, and have further embedded our table gaming management system into all our venues, providing AI-driven, real-time recommendations for table opening and pricing levels. Electronic table gaming grew 5% and, as a result of the investments completed in recent years, makes up 16% of total Grosvenor NGR. Baccarat has been rolled out alongside continued development of existing roulette and blackjack games. Initiatives to improve the proposition, including revised price points, new blackjack products and offering innovative side bets, are well underway. Gaming machines and electronic table gaming are our most productive products. Our focus is on maximising their growth opportunity in order to drive profitability, whilst maintaining a vibrant, more premium table gaming offering, which is particularly attractive to a large proportion of the customer base, particularly those in higher value segments. Sports betting is now permitted in all casinos and 24 of our venues now have sports betting terminals. We have started to broaden the appeal of our venues, launching a sports betting lounge in Leicester and introducing sports viewing and betting facilities in Reading South during the year. Sports betting provides a differentiated and complementary casino experience, and we will test various concepts to quickly learn from this new opportunity. Poker NGR grew 10%. The highlight of the year in poker remains Goliath, an 11-day event in July at the Grosvenor Casino in Coventry, the largest poker tournament held outside North America. This year, entries totalled nearly 15,000 players who competed for a winning prize pot of over £2.2m. The smaller format proposition that we will trial in 2026/27 will be gaming machine and electronic terminal-led, maximising the use of our most productive assets in venues which have a smaller footprint. We will develop the smaller format proposition and the operating model for these venues to ensure we provide a modern, scalable and capital-efficient casino offering which excites and entertains our customers. Importantly, these venues will operate with a casino licence, allowing them to offer a differentiated proposition to high street arcades and with high levels of supervision. We are continuing to embed our cultural change programme, From 'Like to Love', across the business. All new leaders participate in our 'Leading From Like to Love' programme, with colleagues introduced to the initiative as part of their induction. The Grosvenor employee opinion survey engagement score of 8.3 in May 2026 (May 2025: 8.4) demonstrates the investments we are continuing to make in our culture, developing talent and building capability in our teams to provide excellent service to our customers. The year saw refurbishments in our Bolton and Brighton clubs, albeit at lower capex levels than in the previous year, and smaller, low-cost projects took place in Reading South, Southampton, Leeds and Sheffield. Analysis of the investments made in recent years indicates that smaller, more focused investments deliver better returns, and investments in 2026/27 will be tailored accordingly. There are a small number of venues where a more substantial backlog of work is required, and fuller refurbishments will be undertaken. Cost and regulatory pressures have remained a key headwind. Employment costs of £161.9m (2024/25: £158.6m) increased 2%, primarily as a result of the impact of the national minimum wage uplift. The introduction, in April 2025, of the statutory levy for research, prevention and treatment (RPT) of problem gambling, set at a rate of 0.5% of gross gambling yield, also impacted year-on-year cost increases. We have addressed the cost pressures by looking to reduce structural costs; upweighting technology and automation to increase efficiency; bringing gaming machine service management, and seeking alternative approaches to operating our lower profitability venues. Cost headwinds in a business with fixed and semi-fixed costs highlight the importance of revenue growth, and our improved revenue performance has delivered an underlying LFL operating profit of £35.5m, up 11% from £32.1m in the prior year. At a statutory level, operating profit decreased to £23.5m compared to £29.9m in the prior year, reflecting the operating performance and the impact of SDIs recognised in the year. During the year, Grosvenor recognised impairment charges of £9.4m and impairment reversals of £3.9m, reflecting the performance and outlook of individual venues. Impairments were recognised where venue performance fell short of expectations or future prospects deteriorated, while reversals were recognised where performance improved or the outlook strengthened. 12 The Rank Group Plc 2026 Annual Report --- ## Statement from the Chief Executive ### Business review Grosvenor venues #### Gaming machines in Grosvenor 2025/26 was a pivotal year for Grosvenor as the long-awaited legislative reforms from the Gambling Act Review were enacted in England and Wales. 850 additional machines were installed in 38 of our casinos in H1, in line with timelines set out previously, and with minimal in-year capital investment. Having been the slowest growing product vertical in Grosvenor in 2024/25, gaming machines +11% were the fastest growing vertical on the prior year, with the initial step-up in performance continuing to improve through the year, with 12% growth in Q4 (Q3: 10%), and strengthening further in the early weeks of 2026/27. This positive performance trajectory provides a strong platform for additional optimisation ahead of further capital investment. Average weekly NGR from gaming machines for the year was £2.2m (2024/25: £2.0m) and we are confident in growing weekly gaming machine NGR to at least £3m in the medium term. For now, it's primarily about growing revenue per machine, improving productivity and optimising performance from the estate to service new and existing customers, and adopting a data-led approach to informing future rollout plans. Based on our experience of adding machines to venues such as Nottingham and Glasgow Merchant City, it typically takes 2-3 years for the performance of new machines to reach maturity. In venues where utilisation rates are compelling, customer demand supports it and we have confidence in the investment returns, we will selectively rollout additional machines. The strength of our balance sheet supports our ability to make these investments. In H1 2026/27 we will trial a new loyalty programme, which delivers rewards in real time, direct to the machine, based on customers' individual play. We have introduced a new 'mystery customer' programme designed to elevate the customer experience and will pursue a data-led approach to optimising performance. For example, player behaviour, preferences and demand curves will inform where and when we invest, whilst performance analytics, such as using real time heatmaps from our slot revenue system, will facilitate performance-related actions. From a historical position of primarily using only two major suppliers, we have trialled new cabinets from a larger number of suppliers. Customer response and data analytics have helped to refine this approach, and we will now leverage deeper relationships with four or five core suppliers to ensure we provide the best possible customer offering. ## Statement from the Chief Executive ### Business review Mecca venues #### Key financial performance indicators | | 2025/26 £m | 2024/25 £m | Change | | --- | --- | --- | --- | | **LFL^{1} NGR** | **143.0** | **136.9** | **4%** | | Mainstage bingo | 23.8 | 21.3 | 12% | | Interval bingo | 39.8 | 39.9 | -% | | Gaming machines | 60.1 | 56.6 | 6% | | Other (incl. F&B) | 19.3 | 19.1 | 1% | | Total NGR | 143.1 | 140.4 | 2% | | Underlying^{2} LFL^{1} operating profit | 8.9 | 4.3 | 107% | | Total operating profit^{3} | 7.8 | (0.9) | n/a% | 1. Results are presented on a like for like ('LFL') basis which removes the impact of venue openings, closures, foreign exchange movements, discontinued operations and new markets that have not been open for more than 12 months. 2. Before the impact of separately disclosed items. 3. Restated for prior period adjustment. Mecca venues are much loved community assets across the UK. Bingo is part of the Group's DNA and Mecca customers value what our clubs represent. Maximising medium-term cash generation from a smaller, higher quality Mecca estate remains the strategic focus. Venue format segmentation work, based on customer insight, current and potential commercial performance, and local competition dynamics, has been undertaken throughout the year. This has all helped to inform investment plans, lease extension tenure, commercial strategy and localised trading decisions. Nine venues were closed during the year, reducing our estate from 50 clubs to 41. The 2025/26 revenue for these clubs was £12.6m. Historically, there has been an oversupply of bingo venues in the UK and clubs which are unlikely to be viable in the medium term have closed, resulting in a much healthier estate of core clubs and flagship venues, well-placed to compete more effectively in their marketplaces. LFL NGR growth of 4% was pleasing, with visitor numbers down 2% but spend per visit increasing by 6% year on year. Revenues from mainstage bingo, which is the primary reason for customer visits, grew 12%. A compelling bingo proposition, with attractive price and prize boards, is vital. Over time, customers continue to migrate to electronic bingo via tablet-based play: 60% of customer visits were played on tablets and electronic customers now account for 80% of mainstage bingo spend. In 2026/27 we will further develop the tablet software and pilot self-serve kiosks for electronic play, with the intention of rolling out further once the proposition has been refined. Gaming machine growth, as seen elsewhere in the Group, was strong with LFL NGR up 6%, accounting for 42% of Mecca's NGR. Our gaming machine product offering is sector-leading and targeted investments in the gaming-machine areas typically pay back within 18 months. Gaming machine areas in our Romford, Acocks Green, Swansea, Gateshead and Thanet clubs have all been refurbished, and a further 100 Kascada cabinets from Light & Wonder were rolled out replacing the much older Clarity machines. Clubs which received investment saw gaming machine income levels increase 9% on the prior year. The interval bingo game was flat versus prior year. We are upgrading our coins-only interval product to accept contactless debit card payments to modernise the proposition. Food and beverage revenues increased by 1%, supported by the introduction of a new menu. The Rank Group Plc 2026 Annual Report 13 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # Statement from the Chief Executive ## Business review Mecca venues Investment to modernise the look and feel of our clubs accompanies ongoing work to refresh the Mecca brand. We will look to build on the heritage and familiarity of an iconic British brand, whilst reinforcing its modernity to ensure it is relevant and well positioned for future success. The completion, in early August 2026, of a £1.6m investment in one of our flagship venues, Mecca Stockton, sees a new, social lounge area aimed at broadening the appeal of the venue, and has incorporated learnings from a similar project in our Enracha Seville club. Improving the external aesthetics of our clubs remains important. External signage investment took place in our Romford, Wednesbury, Wrexham, Acocks Green, Glasgow Quay, Swansea, Oldham, Drumchapel, Gateshead and Bolton venues. Five more clubs will benefit from external signage investment in 2026/27. The new Mecca app went live in five venues in H2 using the Group's proprietary technology, and rollout across all venues will be complete by the end of Q1 2026/27, providing customers with improved features, including access to personalised vouchers and the ability to play online. Mecca single membership will launch in H1 2026/27, delivering unified membership irrespective of channel. Single membership will provide our venue teams with richer data and insight into loyal, local customers, enabling us to provide a more personalised customer experience. Bingo clubs operate in the heart of local communities and our colleagues are central to our continued success. Mecca's customer net promoter score in 2025/26 was 76 (2024/25: 77) and colleague engagement score was 8.5 (2024/25: 8.5), demonstrating the sustained positive culture throughout the business. LFL employment costs remain the most significant headwind for Mecca and remained in line with the prior year, with the national living wage increase (annualised cost impact of £1.3m) and employee National Insurance contributions (incremental impact of £0.6m), offset by cost efficiencies. The UK Government's abolition of bingo duty, effective from the start of Q4, was very welcome. The in-year cost benefit of the duty abolition was £1.6m, with an annualised impact for 2026/27 expected to be c. 6.4m. Underlying LFL operating profit of £8.9m was up 107% from £4.3m in 2024/25. With the main stage game in good health, initiatives to modernise and digitise the Mecca offering where appropriate, strong colleague engagement levels and a right-sized estate, the outlook for Mecca is encouraging. The business is well on track to deliver double digit operating profit in 2026/27. At a statutory level, Mecca's profit was £7.8m up from a loss of £0.9m in the prior year, reflecting the operating performance and the impact of SDIs recognised in the year. During the year, Mecca recognised impairment charges of £5.4m and impairment reversals of £9.2m, reflecting the performance and outlook of individual venues. Impairments were recognised where venue performance fell short of expectations or future prospects deteriorated, while reversals were recognised where venues outperformed or their outlook improved, including the additional benefit from bingo duty abolition. # Statement from the Chief Executive ## Business review Enracha venues Key financial performance indicators | | 2025/26 £m | 2024/25 £m | Change | | --- | --- | --- | --- | | LFL¹ NGR | 45.3 | 42.4 | 7% | | Total NGR | 45.3 | 40.9 | 11% | | Underlying² LFL¹ operating profit | 12.0 | 11.1 | 8% | | Total operating profit | 9.7 | 13.8 | (30)% | 1. Results are presented on a like for like ('LFL') basis which removes the impact of venue openings, closures, foreign exchange movements, discontinued operations and new markets that have not been open for more than 12 months. 2. Before the impact of separately disclosed items. Enracha has enjoyed another good year of revenue and profit growth. LFL NGR was £45.3m, up 7% from £42.4m in prior year. Customer visits were down 1% on prior year but spend per visit increased 8%. Our nine, large multi-game venues are well located, well invested and well run, combining bingo, electronic roulette and sports betting. As in Mecca, the primary reason to visit Enracha is to play bingo. We have continued to invest in the core product to sustain growth whilst some competitors have withdrawn bingo from their club proposition due to economic unviability. We believe this is a competitive advantage for Enracha in a marketplace of declining visits. Like Grosvenor and Mecca, the growing popularity of gaming machines is clear. Gaming machine revenues now contribute 46% of overall revenue (2024/25: 45%). Gaming machine numbers have increased 16% since 2023/24 with average revenue per machine increasing 6% over the same period. We completed investment in Sabadell where an enlarged gaming machine area and upgraded bingo room improved the customer proposition. In H2 in Seville, we launched Bingo Boom, an immersive social bingo format, designed to make bingo more appealing to a younger audience by creating an entertainment-led experience. Modernising the experience for Enracha customers through better use of technology, loyalty programmes, a healthy bingo product and a focus on driving gaming machine growth is delivering strong results across the estate. Underlying LFL operating profit grew 8% to £12.0m, a fourth successive year of record profitability in Enracha. Statutory operating profit was £9.7m for the year. During the year, Enracha recognised an impairment reversal of £0.7m, reflecting the improved performance and outlook of one venue. 14 The Rank Group Plc 2026 Annual Report --- # Statement from the Chief Executive # Business review # Digital # Key financial performance indicators | | 2025/26 £m | 2024/25 £m | Change | | --- | --- | --- | --- | | **LFL^{1} NGR** | **248.5** | **230.7** | **8%** | | Mecca | 103.0 | 96.8 | 6% | | Grosvenor | 94.6 | 83.9 | 13% | | Other proprietary brands | 21.0 | 22.1 | (5)% | | Enracha/Yo | 29.9 | 27.9 | 7% | | Total NGR | 249.3 | 235.7 | 6% | | Underlying^{2} LFL^{1} operating profit | 37.9 | 35.0 | 8% | | Total operating profit | 31.3 | 37.4 | (16)% | 1. Results are presented on a like for like ('LFL') basis which removes the impact of venue openings, closures, foreign exchange movements, discontinued operations and new markets that have not been open for more than 12 months. 2. Before the impact of separately disclosed items. 2025/26 was a year of significant change for the regulated digital betting and gaming industry in the UK because of the Government's increase to Remote Gaming Duty, from 21% to 40%, effective from 1 April 2026 (Q4). Combined with cost pressures and regulatory headwinds, these changes have created significant challenges for UK operators. In H2, we delivered a significant cost reduction programme to mitigate the impact of the duty increase. Mitigations have included material reductions in above-the-line marketing spend, supplier costs and headcount reductions. At the same time, protecting and enhancing a high quality customer experience has never been more important. We have made targeted investments in performance marketing spend, retaining our agility to swiftly alter these spend levels across brands in response to customer behaviour. Free bets and customer incentives have been maintained in order to protect the customer proposition. Despite of these factors, we have made significant progress in our medium term ambition to increase the scale of our digital business. Internationally, we have launched in Portugal and have improved our growth trajectory in Spain. Underlying LFL NGR in the UK grew 8%. Average revenue per customer increased by 10%. In Q4, underlying LFL NGR grew 12%, underpinning our confidence in the medium-term outlook. Q4 performance was a significant step-up on Q3 (+2%), with improvements in platform stability and customer experience driving the uplift. Our Grosvenor brand grew 13% on prior year, driven by a 12% increase in slots, which accounts for 58% of Grosvenor digital revenue. Live casino grew +22% and we have recently upgraded our 'Live From' tables with a new supplier, improved bonus mechanics and improved streaming to deliver an improved experience for cross-channel customers. LFL NGR in our Mecca brand, which benefits from a loyal customer base, grew 6%. LFL NGR growth of 7% in our international digital business reflects the platform and customer proposition improvements we have made, with performance improving as the year progressed. In Spain, a series of improvements were rolled out, including new apps for YoBingo, YoCasino and YoSports, an improved high value customer programme and new gaming product releases. YoSports NGR grew particularly strongly, driven by innovative marketing campaigns, including the launch of award-winning YoSportsTV which promotes the interactive and community attractions of betting. Capacity constraints on our Spanish platform, which had hampered our ability to satisfy customer demand in the prior year, were resolved in the second half, helping the Spanish digital business return to year-on-year NGR growth of 13% in H2. In Q3, we launched YoBingo in Portugal, completing a six-year homologation process and becoming the first and only dedicated online bingo-led platform in the country. We are in a period of rapid learning, and intend to replicate the strategy that has succeeded in Spain, prioritising bingo as an alternative product to the existing marketplace, where we have competitive strength, using brand-aligned ambassadors and integrating a community and entertainment-led strategy to develop the product. In both the UK and in Spain, work to segment our customer base was initiated in H2 with our Q4 growth numbers highlighting the value of this work. More effective marketing investment has been prioritised with tailored offers to more clearly identified and higher value customer cohorts. A refreshed 'welcome offer' package has been delivered across all our brands and, following the brand refresh for Grosvenor and Mecca, we have completed work to refresh our Spin & Win and Lucky Pants brands. Generating high quality data to inform where we deploy our marketing spend provides confidence in our outlook in a macro environment that will likely stabilise with less competition, and lower marketing spend. Across the digital business, the significant other cost headwinds included a full year of paying the UK statutory levy for research, prevention and treatment of gambling-related harm at a rate of 1.1% of gross gaming yield (GGY), costing £2.7m (2024/25: £0.6m) and the impact of a maximum staking limit for online slots play, impacting profit by £4.0m (2024/25: £1.0m). Proving that we have a viable UK digital business in a 40% RGD marketplace has been our first priority. Having demonstrated that through decisive cost action and strong revenue performance, we are confident that a pipeline of initiatives will drive growth, build scale and ensure we have a vibrant UK digital business in the medium term. The 2025/26 underlying operating profit was £37.9m, a growth of 8% on prior year, despite the Q4 increase in RGD. Statutory operating profit for the year was down 16% on the prior year to £31.3m, reflecting the operating performance and the impact of SDIs recognised in the year. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 15 --- ## Statement from the Chief Executive Business review ### Safer Gambling Our commitment to improving our approach to safer gambling requires ongoing focus across the Group. This involves better use of technology, developing the skillsets of colleagues and improved processes to manage customer risk. We aim to successfully identify potentially harmful play at the earliest opportunity, triggering timely and appropriate customer interactions which provide appropriate protection without creating unnecessary friction. In H2, we trialled facial recognition technology in a small number of our Grosvenor venues with a view to exploring a more customer-friendly entry journey to our venues, integrating with the national self-exclusion scheme SENSE, and providing higher quality data to our teams. This allows us to quickly and accurately identify customers who may be higher risk, which remains a key focus for all Grosvenor teams. In Mecca, empowering our teams to deliver safer gambling experiences for our customers as seamlessly as possible has been facilitated by a new customer management platform which has removed unnecessary friction and improved our record-keeping capacity. Our safer gambling customer feedback score is 87% (2024/25 88%) and our safer gambling eNPS is 88 (from 80 in 2024/25). Safer gambling remains part of our digital DNA and our rollout of more customer-led tools, including the promotion of setting deposit limits at registration, continued throughout the year. All our digital brands joined the UK industry's GamProtect scheme in H1 2025/26, a cross-operator data-sharing initiative, designed to protect customers identified as being very clearly at risk of gambling-related harm. A regulatory settlement proposal to the Gambling Commission, that included a proposed payment of £5.0m in lieu of a financial penalty, followed receipt of preliminary findings from the Gambling Commission in the course of its review of the operating licence held by Grosvenor Casinos Limited. This was calculated with reference to the licensee's gross gambling yield during the reviewed period (1 November 2024 to 1 May 2025) in accordance with the Gambling Commission's updated statement of principles for determining a payment in lieu of a financial penalty which came into effect on 10 October 2025. The review relates to historical compliance failings in the Grosvenor venues business. Remedial actions were substantially implemented in H1 2025/26 and include measures to: strengthen controls for higher-risk customers; enhance source of funds and wealth verification; improve screening and monitoring processes including central oversight; and reinforce safer gambling controls. These enhancements are being embedded within Grosvenor's operating procedures and control framework. ### Regulatory update Regulatory reforms to help modernise the bingo proposition in the UK remain outstanding and we continue to encourage the regulator and UK Government to progress policies, published in the Government's White Paper, which will support the viability of UK bingo in many towns and cities. Land-based reforms for casinos in England and Wales, which became law at the start of 2025/26, do not yet extend to Scotland and are unlikely to progress in the near term. Regrettably but inevitably, the significant winners in a higher duty environment will be black market operators. Whilst we welcome the Government and the Gambling Commission's intentions to address what is already a rapidly growing illegal sector, HM Treasury could apply the 40% rate to gross gaming yield, rather than gross gaming revenue. Doing so will enable regulated operators to compete more effectively with unregulated black-market operators by offering customers better value through free bets and bonuses. The Gambling Commission has announced its plans to implement Financial Risk Assessments ('FRAs') for digital customers, setting up groups, in which we expect to be involved, to discuss practical steps for implementation. We share wider concerns within the UK industry regarding the transparency of the Commission's evidence base for reaching its current position and believe there is a requirement for a further consultation, prior to the rollout of FRAs, to address industry concerns. Proposals, made by anti-gambling campaigners, to increase the rate of Machine Games Duty ('MGD') have been published. The proposals overlook the fact that any increase in duty will have negative economic consequences as a result of inevitable venue closures, job losses and reduced tax receipts within 12 months of implementation. Proposing tax increases to reduce gambling-related harm is equally misleading, with no evidence that forcing venues to close as a result of tax increases will do anything other than displace vulnerable customers to unregulated environments. ### Board update Alex Thursby stepped down from his role of Chair of Rank at the Annual General Meeting on 15 October 2025 and was replaced, in the interim, by Senior Independent Director, Karen Whitworth. On 11 November 2025, we announced that John Ott would take up the role of Chair, effective from 17 November 2025. On 6 January 2026, John O'Reilly, following discussions with the Board, informed the Board of his decision to retire as Chief Executive Officer of Rank, effective from 29 January 2026. At the same time, Chief Financial Officer, Richard Harris, was appointed the interim CEO with effect from 30 January 2026. On 13 July 2026, Richard was appointed as permanent CEO. Cliff Baty has been appointed as interim Chief Financial Officer. He is a member of the Executive Committee, but has not been appointed to the Board of Directors. On 24 July 2026, we announced that Karen Whitworth will be standing down from the Board after the year end results, with effect from 31 August 2026, and on 13 August, we announced that Lucinda Charles-Jones will be standing down from the Board after the AGM on 8 October. Keith Laslop will become the interim Audit Committee Chair and Katie McAlister will become the interim Remuneration Committee Chair from the AGM. Keith and Katie have served as Non-Executive Directors of Rank and members of the relevant Committees since their appointments to the Board in September 2023 and April 2021, respectively. The Senior Independent Director role will be filled in due course. ### Separately Disclosed items Separately disclosed items in the year totalled £22.8m principally comprising the £6.5m loss arising from the payment fraud incident in our Spanish businesses announced in December 2025 and a £5.0m provision for the proposed regulatory settlement with 16 The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- ## Statement from the Chief Executive Business review the Gambling Commission announced in July 2026. Also included is a net £1.0m impairment charge, £6.7m costs primarily relating to the closures of nine Mecca venues and £3.7m of restructuring and other costs. These were partly offset by credits of £1.3m associated with venues closed in prior periods, with the remaining £0.4m relating to amortisation of acquired intangible assets. These items resulted in statutory operating profit of £55.7m (2024/25: £60.1m, as restated). ### Prior year restatement As reported in our interim Results, the Group identified historical errors in lease accounting for UK Venues gaming machines, property lease extensions and related provisions. The restatement increased lease liabilities by £23.9m, right-of-use assets by £12.7m, onerous lease provisions by £0.5m and deferred tax assets by £2.9m, reducing retained earnings by £8.8m at 30 June 2025. There was no impact on cash. The comparative income statement has also been restated, with no impact on underlying profit before tax: a £1.1m increase in underlying operating profit was offset by higher finance costs. Separately disclosed items include a £7.5m impairment charge, partly offset by £0.5m lower depreciation and a £2.0m tax credit, reducing profit after tax by £6.0m. ### Underlying net financing charge The underlying net financing charge for the year was £16.1m, compared with £13.4m in the prior period, primarily reflecting higher lease related interest under IFRS 16 and the write-off of loan arrangement fees, partially offset by lower bank interest costs. The underlying net financing charge includes £12.2m of lease interest calculated under IFRS 16. ### Taxation The Group's underlying effective corporation tax rate for 2025/26 was 21.1% (2024/25: 18.1%) based on a tax charge of £13.2m on underlying profit before taxation. The underlying effective corporation tax rate for 2026/27 is expected to be between 21% to 23%, being below the UK statutory rate, on account of international profits being taxed at lower rates than in the UK. On a statutory basis, the Group's effective tax rate for 2025/26 was 23.7% (2024/25: 15.9%, as restated). This is higher than the underlying effective tax rate as certain separately disclosed items do not give rise to a corresponding tax credit. The Group's effective cash tax rate for 2025/26 was 12.0% of total profit before tax (2024/25: (2.6%), as restated). For the year ending 30 June 2027, the cash tax rate is expected to be approximately 16% to 18%. The cash tax rate continues to be influenced by the utilisation of brought-forward tax losses to offset UK taxable profits. In 2025/26, Rank paid £225.9m (2024/25: £215.8m) to tax authorities and local governments through irrecoverable VAT, gambling taxes, corporation tax, employer's National Insurance and business rates. This highlights the significant tax burden borne by the Group, which extends well beyond its reported corporation tax charge. Of these payments, £198.9m was contributed in the UK (2024/25: £187.4m), reflecting Rank's substantial contribution to the UK Exchequer and the local communities in which it operates. ### Earnings per share ('EPS') Underlying EPS increased to 10.5p from 9.1p, driven by the improvement in underlying LFL operating profit. Total EPS decreased to 6.4p from 8.2p, as restated, due to the impact of separately disclosed items. ### Cash flow and net debt As at 30 June 2026, the Group had a closing net cash balance (excluding lease liabilities) of £56.8m. Net debt was £147.2m. Debt comprised £30.0m of drawn revolving credit facility and £204.0m in finance leases, offset by cash at bank of £86.8m. In June, the Group completed a refinancing process: the previous facility of £120m, comprising a £30m term loan and a £90m revolving credit facility, was replaced with a new £120m revolving credit facility with a four-year term and a one-year extension option on improved commercial terms. Lease liabilities have increased due to lease extensions in key strategic properties and additional gaming machines. ### 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. The Group will continue to invest capital in a disciplined manner to generate attractive returns by improving the customer proposition and ensuring our venues are operating effectively. Growth capital expenditure is subject ### Cash flow and net debt | | 2025/26 £m | 2024/25^{1} £m | | --- | --- | --- | | Underlying operating profit | 78.6 | 64.8 | | Depreciation and amortisation | 59.7 | 55.1 | | Working capital and others | 4.6 | 10.9 | | **Cash inflow from operations** | **142.9** | **130.8** | | Capital expenditure | (50.2) | (58.5) | | Net interest and tax | (8.6) | (2.0) | | Lease payments | (48.3) | (43.1) | | Cashflows in relation to SDIs | (10.3) | 0.5 | | **Net free cash flow** | **25.5** | **27.7** | | Dividend paid | (13.8) | (7.0) | | Purchase of shares for LTIP | (2.8) | – | | Refund of unclaimed dividend forfeited | 0.7 | – | | Business disposal | 1.8 | 3.8 | | **Total cash inflow** | **11.4** | **24.5** | | Opening net cash pre-IFRS 16 | 45.4 | 20.9 | | **Closing net cash pre-IFRS 16** | **56.8** | **45.4** | | IFRS 16 lease liabilities | (204.0) | (200.1) | | **Closing net debt post-IFRS 16** | **(147.2)** | **(154.7)** | 1 Restated for prior period adjustment. The Rank Group Plc 2026 Annual Report 17 Strategic Report Governance Report Financial Statements --- Sustainability Environment TCFD ### Risk management Our approach to risk management is holistic, and the potential size and scope of identified climate-related risks is determined in the same manner as any risk on the risk register. Each business unit manages its own risk register, which feeds into the overarching Group 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 Risk 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 contributed to assessing 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: the time horizons to reflect those which we used in the double materiality assessment were guided by the Corporate Sustainability Reporting Directive ('CSRD'). The collated results of the double materiality assessment were presented to the executive for consideration and approval. Responsibility for mitigating, transferring, accepting or controlling climate-related risks sits with the Net Zero Working Group and its Chair, our Environmental Specialist. The judgements made are related to the ESG Steering Group and ESG and Safer Gambling Committee for oversight and approval. The Net Zero Working Group convenes frequently to assess progress against our net zero targets. These are to achieve net zero by 2050 with an interim decarbonisation target of 75% for Scope 1, and 2 for the Group by 2035. This is in line with national and international targets. ### Metrics and targets We have set a net zero target and an interim target in line with our decarbonisation ambitions. We aim to be net zero by 2050 in line with the Paris Agreement to limit global warming to no more than 1.5°C. To ensure we are progressing in step with our own expectations, as well as those of our stakeholders, our interim target aims to reduce Scope 1 and 2 emissions by 75% by 2035. The interim target was revised this year, updating the previous commitment to reach net zero across Scope 1, 2 and selected Scope 3 emissions by 2035. The adjustment follows detailed decarbonisation audits across five representative venues, which quantified and improved our understanding of the significant operational and capital requirements. The refined target utilises this to ensure the Group adopts a realistic, phased and commercially balanced approach without compromising the ultimate net zero ambition. Our targets are based on clear workstreams for decarbonisation of operations, as part of our Net Zero Pathway. The primary lever is the 'degasification' of our venues reliant on gas fired boilers and kitchen appliances. The implementation of this is already underway, with our work being supported by detailed decarbonisation audits. Our other Scope 1 reduction measures are leveraging technology to boost energy efficiency at our venues and offices; continuing to educate our colleagues on optimising their energy consumption practices; and transitioning all company owned vehicles to hybrid or electric powered. On Scope 2, our efforts are being driven by the use of a REGO (Renewable Energy Guarantees of Origin) certificate and continuing our power purchase agreement ('PPA') supply which together ensure all our purchased electricity in the UK and Spain comes from renewable sources. This is being bolstered by evaluating the feasibility of solar power generation at our UK venues. We have expanded the limited assurance coverage for our Scope 3 emissions assessment for our UK business in addition to already having the complete Scope 3 data for Spain and the UK. This also informs the initiatives under our Net Zero Pathway. For more details on our Net Zero Pathway, please see page 29. 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. We measure carbon intensity as tCO₂e per £1m of net gaming revenue ('NGR'). Our NGR for 2025/26 was £835.0m with a carbon intensity ratio of 14.72 tCO₂e per £1m NGR (for 2024/25 it was 20.74). This year we have continued to use absolute carbon emissions as the key performance indicator for our environmental performance, and this is linked to executive remuneration. Strategic Report Governance Report Financial Statements 36 The Rank Group Plc 2026 Annual 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 The figures presented relate to the 52-week period 1 July 2025 to 30 June 2026. For details of the reporting scope, organisational and operational boundaries, and methodology applied in preparing our greenhouse gas (GHG) emissions disclosures, please refer to Rank's Basis of Reporting. Our GHG emissions have been calculated in accordance with the Greenhouse Gas Protocol. # Energy efficiency actions Rank has implemented various projects to improve their energy efficiency, including the electrification of operations, upgrades to building management controls, and energy reduction technology trials across multiple venues. Some examples include: - Kitchens across 13 Grosvenor Casino venues have been transitioned from gas-reliant equipment to electric ovens, featuring sensor-based heating protocols that heat only on demand, reducing unnecessary energy consumption. - Four gas boilers across Grosvenor venues have been switched to electric power, and another site now utilising an air source heat pump to meet heating and domestic hot water needs. - Building management controls have been updated across six Mecca Bingo venues, replacing obsolete systems and improving energy efficiency. - A trial has been conducted with Powerhub Solutions across six venues, implementing retrofit measures including sensor technology that automatically powers down equipment such as refrigeration units when not in use, delivering energy savings without disrupting venue operations. # Independent assurance Rank engaged ERM Certification and Verification Services Limited ('ERM CVS') to provide independent limited assurance of Rank's total Scope 1, Scope 2 and Scope 3 greenhouse gas emissions for the 2025/26 reporting period. For detailed information on the scope, activities and assurance conclusion, please refer to the ERM CVS Assurance Report on Rank's corporate website. # GHG emissions data and total energy consumption The reportable GHG emissions and total energy consumption for Rank for the reporting period was 86,857 TCO₂e and 103,913,375 kWh respectively. # Overall Group position kWh # Emission source | Energy type | 2025/26 kWh | 2024/25 kWh | % of 2025/2026 total | Change +/- | | --- | --- | --- | --- | --- | | Gas | 46,307,087 | 48,151,345 | 44.6% | -3.8% | | Electricity | 55,903,628 | 54,657,202 | 53.8% | 2.3% | | Company transport | 1,702,661 | 1,558,432 | 1.6% | 9.3% | | **Total** | **103,913,375** | **104,366,979** | **100.0%** | **-0.4%** | # UK Group position kWh # Emission source | Energy type | 2025/26 kWh | 2024/25 kWh | % of 2025/2026 total | Change +/- | | --- | --- | --- | --- | --- | | Gas | 45,730,899 | 47,591,926 | 46.5% | -3.9% | | Electricity | 51,052,073 | 50,109,665 | 51.9% | 1.9% | | Company transport | 1,650,430 | 1,558,432 | 1.7% | 5.9% | | **Total** | **98,433,402** | **99,260,024** | **100.0%** | **-0.8%** | # Spain Group position kWh # Emission source | Energy type | 2025/26 kWh | 2024/25 kWh | % of 2025/2026 total | Change +/- | | --- | --- | --- | --- | --- | | Gas | 576,188 | 559,418 | 12.0% | 3.0% | | Electricity | 4,178,696 | 4,072,331 | 86.9% | 2.6% | | Company transport | 52,230 | - | 1.1% | 0.0% | | **Total** | **4,807,114** | **4,631,749** | **100.0%** | **3.8%** | # Other international position kWh # Emission source | Energy type | 2025/26 kWh | 2024/25 kWh | % of 2025/2026 total | Change +/- | | --- | --- | --- | --- | --- | | Electricity | 672,858 | 475,206 | 100.0% | 41.6% | | **Total** | **672,858** | **475,206** | **100.0%** | **41.6%** | The Rank Group Plc 2026 Annual Report 37 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # Sustainability # Environment SECR GHG emissions summary | Energy Type | 2025/26 | | 2024/25 | | | --- | --- | --- | --- | --- | | | tCO_{2e} | % | tCO_{2e} | % | | Gas | 8,472 | 9.7% | 8,809 | 6.5% | | Company transport | 183 | 0.2% | 147 | 0.1% | | F-Gases | 764 | 0.9% | 581 | 0.4% | | **Scope 1 Total*** | **9,419** | **10.8%** | **9,537** | **7.1%** | | Electricity location based* | 10,010 | | 11,402 | | | Electricity market based* | 689 | 0.8% | 4,137 | 3.1% | | **Scope 2 (Market Based) Total*** | **689** | **0.8%** | **4,137** | **3.1%** | | Category 1 - Purchased goods and services | 39,021 | 44.9% | 58,652 | 43.5% | | Category 2 - Capital goods | 13,797 | 15.9% | 28,867 | 21.4% | | Category 3 - Fuel and energy-related activities | 5,429 | 6.3% | 5,370 | 4% | | Category 4 - Upstream transportation and distribution | 5,352 | 6.2% | 14,194 | 10.5% | | Category 5 - Waste in operations | 62 | 0.1% | 43 | 0.1% | | Category 6 - Business travel | 1,338 | 1.5% | 2,993 | 2.2% | | Category 7 - Employee commuting | 8,370 | 9.6% | 7,610 | 5.7% | | Category 11 - Use of sold products | 1,033 | 1.2% | 119 | 0.1% | | Category 12 - End-of-life treatment of sold goods | 17 | 0.0% | 438 | 0.3% | | Category 13 - Downstream leased assets | 2,330 | 2.7% | 2,822 | 2.1% | | **Scope 3 Total*** | **76,749** | **88.4%** | **121,108** | **89.9%** | | **Total** | **86,857** | | **134,782** | | * Audited figures Emission by country | Energy Type | UK | Spain | Other International | Total | | --- | --- | --- | --- | --- | | Gas | 8,367 | 105 | - | 8,472 | | Company transport | 170 | 13 | - | 183 | | F-Gases | 669 | 95 | - | 764 | | **Scope 1 Total** | **9,205** | **214** | **-** | **9,419** | | Electricity location based | 9,043 | 568 | 399 | 10,010 | | Electricity market based | 290 | - | 399 | 689 | | **Scope 2 Market Based Total** | **290** | **-** | **399** | **689** | | Category 1 - Purchased goods and services | 37,159 | 1,861 | 1 | 39,021 | | Category 2 - Capital goods | 12,896 | 901 | - | 13,797 | | Category 3 - Fuel and energy-related activities | 5,118 | 205 | 106 | 5,429 | | Category 4 - Upstream transportation and distribution | 5,321 | 31 | - | 5,352 | | Category 5 - Waste in operations | 56 | 5 | 1 | 62 | | Category 6 - Business travel | 1,249 | 89 | - | 1,338 | | Category 7 - Employee commuting | 7,655 | 714 | - | 8,370 | | Category 11 - Use of sold products | 1,000 | 33 | - | 1,033 | | Category 12 - End-of-life treatment of sold goods | 17 | - | - | 17 | | Category 13 - Downstream leased assets | 2,330 | - | - | 2,330 | | **Scope 3 Total** | **72,801** | **3,840** | **107** | **76,749** | | **Total** | **82,297** | **4,054** | **506** | **86,857** | * Audited figures 38 The Rank Group Plc 2026 Annual Report --- **Sustainability** **Environment** SECR **Table 7: TCFD reference table** | Recommendation | Location | Consistency statement | Intention | | --- | --- | --- | --- | | **Governance** | | | | | a. Describe the Board's oversight of climate-related risks and opportunities | Page 31 | 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. | Page 31 | Consistent | Continue to communicate the progress of the net zero strategy development to the Board. | | **Strategy** | | | | | a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. | Pages 32-35 | 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 32-35 | 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. | Pages 34-35 | Consistent | Continue to monitor the resilience of our strategy under climate-related scenarios. | | Recommendation | Location | Consistency statement | Intention | | --- | --- | --- | --- | | **Risk management** | | | | | a. Describe the organisation's processes for identifying and assessing climate-related risks. | Page 36 | 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 36 | 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 36 | 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. | Page 36 | Consistent | To review our double materiality process which is informed by the risk register. | | b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions and the related risks. | Page 38 | 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 36-38 | Consistent | Continue to progress the decarbonisation efforts that will enable us to have a Science Based Targets initiative (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. | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 39 --- Sustainability Communities **Aim: Support local communities through impactful partnerships and opportunities** **How we measure progress:** Total charitable funds raised £496,142 Above target of £394k Creating positive impact in the communities we serve is an important part of how we operate. Our venues are more than places of entertainment – they are spaces where people come together, providing opportunities for social connection and supporting the communities in which we operate. Community engagement is embedded across our UK venues, with every General Manager accountable for delivering local initiatives that respond to the needs of their communities. Activities range from fundraising and volunteering to providing venue space for local groups and supporting community events. Alongside our long-standing partnership with Carers Trust, these initiatives enable our colleagues to make a meaningful difference in the places where they live and work. We are particularly proud of our partnership with the UK charity Carers Trust, which began in 2014. An incredibly valuable organisation, Carers Trust works tirelessly to improve services, support, and recognition for unpaid carers across the UK. For the past twelve years, colleagues across the Group have supported the charity through fundraising, events and personal challenges. This year, Rank raised £496,142 for the charity. The funds help support Carers Trust's network of more than 130 local carer centres, while also providing much-needed grants directly to unpaid carers. Creating employment opportunities also remains a priority across the Group. We work with job centres, universities, and other employability organisations in the countries where we operate, and we also attend careers fairs and recruitment events to showcase the wide range of rewarding careers available at Rank. Through these partnerships, we help people build skills, explore new opportunities and develop fulfilling careers with us. Read more about how we're making a positive impact in our communities in Rank's 2026 Sustainability Report. "Everyone at Rank is so passionate about Carers Trust. They are raising more money than they have ever raised before, and we have had so many individuals going above and beyond in the fundraising they are doing by themselves!" **Vicki Parker** Corporate Partnership Manager Carers Trust 40 The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- # Risk management ## 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 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, - Completion of dry runs to validate control effectiveness and gather feedback on the approach, and - Presenting the outcome of this to the Audit Committee. ### 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. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 41 --- Risk management Improving our risk management approach # Our risk management framework ![img-1.jpeg](img-1.jpeg) 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, which will form part of Provision 29 of the Corporate Code requirements and the sign-off required by the Board at the end of the financial year. 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, Audit, ESG & Safer Gambling Committees in their oversight role. The Group Risk Committee is supported by the Compliance and Finance Committees. 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 the oversight functions. Audit, ESG & Safer Gambling Committees 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. In a similar way, the ESG & Safer Gambling Committee is responsible for assisting the Board in its responsibility to oversee the ongoing effectiveness of the safer gambling framework. These committees will also support the Board sign-off as part of Provision 29 of the Corporate Code requirements. Specific activities These committees will oversee the risk management framework through reviewing the process by which material risks are identified and managed for their respective areas. They will also receive updates from oversight functions. The Audit Committee will review the Group risk register methodology and approach, and will perform an independent review of the mitigation plans for material risks. Group Internal Audit Role Group Internal Audit function 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 to management of key risks, efficiency and effectiveness of internal controls, and validates the effectiveness of the risk management framework. 42 The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- ## Risk management Improving our risk management approach ### Principal risks and uncertainties Effective risk management is an integral part of ensuring the Group can 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, 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 respective Committees are responsible for the governance and oversight of each risk as 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 44, to reflect changes in the environment. ### 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, to enable management to take timely steps to intervene as appropriate. The methodology used to identify emerging risks includes reviews by internal and external subject matter experts 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 continue to be closely monitored in all our jurisdictions, as further changes are anticipated. 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 (AI) 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 as we continue to monitor the increasing usage of AI. 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 Reporting Directive (CSRD). Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 43 --- # Risk management Principal risks and uncertainties Residual Risk Rating Low Medium High ![img-2.jpeg](img-2.jpeg) 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 | | --- | --- | --- | --- | --- | | 1 | Compliance with gambling law and regulations | Medium | Increasing | **Risk Trajectory:** Increasing, as there is continued focus on compliance by the regulators (and increased coverage in approach) in the jurisdictions in which the Group operates with further regulatory changes. | | 2 | Taxation | Medium | Stable | **Risk Trajectory:** Moved from increasing to stable, as expected government tax changes (that had an impact on the Group's financial performance) have now been made. | | 3 | Trading conditions | Medium | Reducing | **Residual Risk Rating:** Moved from high to medium as we enhance our mitigation approach on macro-economic conditions that continue to be challenging. **Risk Trajectory:** Moved to reducing as despite these challenges, the Group has demonstrated strong operational resilience through targeted mitigations across the business. | | 4 | Cyber resilience | Medium | Increasing | No change. | | 5 | Data protection | Medium | Increasing | No change. | | 6 | Safe and sustainable gambling | Medium | Stable | No change. | | 7 | People | Medium | Stable | **Risk Trajectory:** Moved from increasing to stable, as whilst there were changes to government employment legislation, the Group now has appropriate mitigation measures in place. | | 8 | Strategic and technology programmes | Medium | Stable | No change. | | 9 | Business continuity and disaster recovery | Medium | Stable | No change. | | 10 | Dependency on third parties and supply chain | Medium | Stable | No change. | | 11 | Liquidity and funding | Low | Stable | No change. | | 12 | Health and safety | Low | Stable | No change. | *Note: the residual risk rating is shown after the impact of mitigating controls. 44 The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- # Risk management Principal risks Principal risk 1 # Compliance with gambling laws and regulations # Principal risk Regulatory and legislative regimes for betting and gaming in key markets are constantly under review and can change at short notice. This includes how they are interpreted by regulators. These changes could benefit or have an adverse effect on the business and additional costs might be incurred in order 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, with technology to support these processes and controls. - 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. - it regularly contributes to consultation processes on proposed changes to gambling legislation and regulation. # Governance and oversight of risk Board, Audit, ESG and Safer Gambling Committee. Principal risk 2 # Taxation # 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 expected changes in government and further uncertainty on fiscal regime, 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 stable. # 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, participates 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 3 # Trading conditions # Principal risk The Group continues to operate in a difficult trading environment, impacted by a range of potentially challenging factors, which could affect performance. Consumer discretionary expenditure could be impacted by uncertain political and macroeconomic conditions, with such pressures influencing customer behaviour. This could potentially impact consumers' propensity to visit our venues or reduce spend on entertainment and leisure activities such as those offered by the Group. The Group continues to face pressure from rising employment costs, with both the national living wage and employer National Insurance contributions having risen significantly. Further increases to employment costs or other cost pressures could affect 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 medium residual risk and stable. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 45 --- ## Risk management Principal risks ### 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 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, which in some instances are supported by third parties. A cyber security incident could result in unauthorised access to our information systems, technology and data. Such an 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 (including loss of customer data). 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 AI, 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 who also perform detailed security due diligence on third parties who host or support our systems. - has a Security Operations Centre (SOC) and vulnerability management service that provide monitoring, alerts and visibility of security events and enable vulnerabilities to be monitored and quickly addressed. - carries out periodic vulnerability and penetration testing, with resulting actions followed up, tracked and remediated by the security team. These reviews also include systems managed or hosted by third parties. - 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. #### Principal risk 5 ### Data protection #### 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 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 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. In addition, the Group carries out regular penetration testing of security controls around data. ### Governance and oversight of risk Risk Committee and Audit Committee. #### Principal risk 6 ### Safe and sustainable gambling #### 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. Strategic Report Governance Report Financial Statements 46 The Rank Group Plc 2026 Annual Report --- ## Risk management Principal risks 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 launching and evaluating the resultant processes which deliver the appropriate interactions with those customers. - 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 and Safer Gambling Committee. Principal risk 7 ### People #### 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 stable. ### 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 Committee. Principal risk 8 ### Strategic and technology programmes #### 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 affects 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 9 ### Business continuity and disaster recovery #### 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 that 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 and Audit Committee. The Rank Group Plc 2026 Annual Report 47 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements ## Risk management Principal risks Principal risk 10 ### Dependency on third parties and supply chain #### 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, among other things, appropriate clauses on compliance with applicable laws and regulations in relation to the prevention of modern slavery and anti-bribery. - 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 and Audit Committee. Principal risk 11 ### Liquidity and funding #### 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 three 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 12 ### Health and safety #### 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 and 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 and 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 and Audit Committee. 48 The Rank Group Plc 2026 Annual Report --- 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 pre-IFRS 16** | Cash measure | Net cash generated from operating activities | Lease principal repayments | Refer to cash flow and net debt section on page 17 | | | | | 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) | 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 | | | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 49 --- Strategic Report Governance Report Financial Statements Alternative performance measures # 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 year (2024/25), the Group closed two Mecca venues and disposed of our non-proprietary digital business. For the purpose of calculating 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 on the right reconcile the underlying performance measures to the reported measures of the continuing operations of the Group. Reconciliation 1 | £m | 2025/26 | 2024/25 | | --- | --- | --- | | Underlying LFL NGR | 834.1 | 788.4 | | Open and closed venues, disposed business and new market | 0.9 | 9.5 | | Foreign exchange ('FX') | - | (2.5) | | Underlying NGR | 835.0 | 795.4 | # Reconciliation 2 Calculation of comparative underlying LFL NGR | £m | 2024/25 | | --- | --- | | Reported underlying LFL NGR | 795.3 | | Reversal of 2024/25 closed venues | 0.1 | | 2025/26 open and closed venues, disposed business and new market | (9.5) | | 2025/26 FX | 2.5 | | Restated underlying LFL NGR | 788.4 | Reconciliation 3 | £m | 2025/26 | 2024/25 | | --- | --- | --- | | Underlying LFL operating profit | 79.9 | 66.7 | | Opened and closed venues, disposed business and new market | (1.3) | (1.4) | | FX | - | (0.5) | | Underlying operating profit | 78.6 | 64.8 | | Separately disclosed items | (22.9) | (4.7) | | Statutory operating profit | 55.7 | 60.1 | # Reconciliation 4 Calculation of comparative underlying LFL operating profit | £m | 2024/25 | | --- | --- | | Reported underlying LFL operating profit | 63.7 | | Prior period adjustment | 1.1 | | Restated underlying LFL operating profit | 64.8 | | 2025/26 open and closed venues, disposed business and new market | 1.4 | | 2025/26 FX | 0.5 | | Underlying LFL operating profit | 66.7 | Reconciliation 5 | £m | 2025/26 | 2024/25 | | --- | --- | --- | | Underlying current tax charge | (8.6) | (4.9) | | Tax on separately disclosed items | 3.9 | 1.4 | | Deferred tax | (4.6) | (3.8) | | Total tax charge | (9.3) | (7.3) | Reconciliation 6 | P | 2025/26 | 2024/25 | | --- | --- | --- | | Underlying Earnings per share (EPS) | 10.5 | 9.1 | | Separately disclosed items | (4.1) | (0.9) | | Reported EPS | 6.4 | 8.2 | # Reconciliation 7 Calculation of ROCE | £m | 2025/26 | 2024/25 | | --- | --- | --- | | Total equity | 384.7 | 369.9 | | Add back: | | | | Net cash | (56.8) | (45.4) | | Lease liabilities | 204.0 | 200.1 | | ROU assets | (138.0) | (118.5) | | Retirement benefit obligations | 3.5 | 3.4 | | Non-current provisions | 36.9 | 38.6 | | Net deferred tax | (3.1) | (5.4) | | Capital employed | 431.2 | 442.7 | | Average capital employed | 437.0 | 440.6 | | Underlying LFL operating profit | 79.9 | 66.6 | | ROCE % | 18.3% | 15.1% | 1 Restated for prior year adjustment. 50 The Rank Group Plc 2026 Annual Report --- ## Compliance statements Going concern ### Assessment In adopting the going concern basis for preparing the financial information, the Directors have considered the circumstances affecting the Group during the year, as outlined in the business review on pages 12 to 19. This assessment includes the latest forecast for 2026/27 (the 'Base Case') and the long-range forecast approved by the Board. It also reflects recent trading performance and the impact of changes to duties announced in the recent UK Budget. The Directors have reviewed the Group's projected compliance with its banking covenants and its access to funding options in the period to 31 August 2027, which represents the going concern assessment 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 reflects the significant increase in Remote Gaming Duty to 40%, which has impacted UK Digital profitability from April 2026. However, mitigating actions are well advanced and have been incorporated into the forecasts. The Base Case view contains certain discretionary costs within management's 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 committed facilities, which were executed in June 2026: - Revolving credit facilities ('RCF') of £120.0m (£30.0m drawn and £90.0m undrawn as at 30 June 2026), repayable in four years from June 2026 with a one-year extension available. 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 2026 and June 2027, 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 Grosvenor fall by 7% in 2026/27 and 7% in subsequent years, with UK Digital following the same pattern and falling by 7% in 2026/27 and 7% in subsequent years versus the Base Case view. The scenario also assumes increased regulatory and compliance costs, together with an allowance for potential cyber-related expenditure; with management taking a number of mitigating actions including a reduction in capital expenditure and a reduction in employment costs. ii. a reverse stress test, to identify at which point we would run out of liquidity, or the covenants would not be met within the going concern period. In this scenario revenues in Grosvenor fall by 23.2% in 2026/27 and 28% in 2027/28 and revenues in UK Digital fall by 13% in 2026/27 and 20% in 2027/28, 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 2027; this is an extreme case and management consider it to be remote. If this scenario were to begin to unfold, it would be possible to execute further mitigating actions. Refer to note 19 for further details on covenants. Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period at least up to 31 August 2027. For these reasons, the Directors continue to adopt the going concern basis for the preparation of these consolidated financial statements, and in preparing the consolidated and Company financial statements, they do not include any adjustments that would be required to be made if they were prepared on a basis other than going concern. ### 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 to 31 August 2027. The Directors have considered two downside scenarios which reflect a reduced trading performance, increased regulatory and compliance costs, inflationary impacts on the cost base, together with an allowance for potential cyber-related expenditure 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 2027. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 51 --- Strategic Report Governance Report Financial Statements ## Compliance statements Viability In accordance with provision 31 of the 2024 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 2029. 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 2029. 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 FY27 used for the going concern assessment, and the Strategic Plan approved by the Board; - The Group continues to have access to banking facilities after securing a four year with one year extension of £120m of revolving credit facilities in June 2026. - It is assumed that the Group is able to arrange new finance facilities with its banking group at a level required as existing facilities mature. Our approach to risk management and details of the principal risks Rank is facing, together with the impact of each risk, the direction of travel and the actions taken to mitigate such risks are set out on pages 41 to 48. 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 51. ## Compliance statements Non-financial and sustainability information statement 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** | Environmental policy | Statement from the Chief Executive | 19 | | | Waste management policy | Environment | 29-39 | | | Water stewardship policy | Governance | 70-71 | | **Employees** | Health and safety policy | Colleagues | 19, 23, 28 | | | Whistleblowing policy | Workforce engagement | 59 | | | Code of conduct | Equality, diversity and inclusion | 23, 28, 62-63 | | | | Governance | 58-59, 70-71 | | **Human Rights** | Modern slavery statement | Suppliers, Risk and Governance | 25, 48, 58, 70-71 | | **Social matters** | Health and safety policy | Stakeholders | 21-28, 40, 59 | | | Code of conduct | Risk | 42-48 | | | Whistleblowing policy | Governance | 64-69, 70-71 | | **Anti-corruption and anti-bribery** | Anti-corruption and bribery, gifts and hospitality policy | All Stakeholders | 21-25, 59 | | | Code of conduct | Risk | 45, 48 | | | Whistleblowing policy | Governance | 64-69, 70-71 | | | Anti-money laundering policy | | | | **Business model** | | Our business model | 4-5 | | **Principal risks and uncertainties** | | Description of risk processes, risk management, risk governance | 42-48 | | **Non-financial key performance indicators** | | Our key performance indicators | 8-9, 20, 70-71 | | | | Our strategy | 8-9 | | | | Our ESG strategy | 26-40, 70-71 | | **Task Force on Climate-related Financial Disclosures reporting** | | Task Force on Climate-related Financial Disclosures | 30-36 | | | | Streamlined Energy and Carbon Reporting | 37-39 | This Strategic Report was approved by the Board on 12 August 2026. **Richard Harris** Chief Executive 52 The Rank Group Plc 2026 Annual Report --- # Governance Letter from the Chair I was privileged to be appointed Board Chair from 17 November 2025. On behalf of the Board, I want to thank Alex Thursby and John O'Reilly for their significant contributions to Rank during their respective distinguished tenures. Their leadership and stewardship set Rank on an excellent trajectory to deliver further and sustainable long-term growth. I would also like to thank Karen Whitworth, Lucinda Charles-Jones and Keith Laslop for stepping in to the roles of Board Chair, Senior Independent Director and Audit Committee Chair respectively, on an interim basis during that period of transition. Over the early months of my appointment, I have benefited from a detailed induction programme as I transitioned into the role. This has helped me to build my understanding of: - the business, our core purpose, values, and strategy; - the key business areas and operations, their markets, and the competitor landscape; - the wider gaming industry and its regulation; and - Rank's corporate governance structure that underpins it all. I have also been fortunate to spend time with many of our colleagues across the business and have experienced our culture first hand. # Board focus During the year the Board concentrated on the strategic, operational and governance matters most critical to Rank in the long-term. Details about the Board's activities are set out on pages 57 and 58. Key highlights include: # Leadership for growth Board executive succession remained a priority and since January 2026, the Board has been focused on CEO succession, appointing Richard Harris and Cliff Baty to the roles of interim CEO and CFO respectively, ensuring strong continuity of leadership. Details regarding the extensive executive search process led by the Nominations Committee that identified Richard as our permanent CEO are set out on page 62. In parallel, the Board supported Richard and the executive team on our Group strategy and positioning Rank to continue to drive sustainable revenue growth despite the tough macroeconomic backdrop. Following the recent announcements, Karen Whitworth will step down as Senior Independent Director and Audit Committee Chair at the end of August and Lucinda Charles-Jones will step down as Remuneration Committee Chair and designated Non-Executive Director for workforce engagement after the AGM on 8 October. Keith Laslop will become the interim Audit Committee Chair from September and Katie McAlister will become the interim Remuneration Committee Chair and designated Non-Executive Director for workforce engagement from the AGM. Independent search processes to identify their replacements have commenced. # Effectiveness In 2026, for the second consecutive year, we conducted our Board review externally. As a Board, we decided that this would be the most insightful approach that would provide a clear and independent perspective at the start of my tenure. We placed strong emphasis on evaluating and strengthening our governance, composition, and dynamics, as well as the clarity of Rank's vision and the Board's role in delivering it. We reflected on where we can improve and innovate our ways of working and how our succession plans can evolve to ensure we maintain the appropriate breadth and depth of skills for a high-performing Board and Rank's next phase of growth. Details regarding the 2026 Board review are set out on page 60. # Informed decision-making The Board is committed to understanding and considering the evolving needs and expectations of Rank's stakeholders, including its customers, communities and colleagues, in its decision-making. This is supported, where possible, with direct engagement by the Board and individual directors. During the year, this included Grosvenor and Mecca venue visits, Executive team strategy sessions, colleague-listening sessions, and regular dialogue with brokers, industry peers, politicians, regulators, including the Gambling Commission, and shareholders. During 2025/26, the Group engaged with retail shareholders through its AGM and a targeted presentation facilitated by Investor Meet Company. The Group also hosted a Capital Markets Day at The Victoria Casino in London for institutional investors, focused on the Grosvenor Casinos business. Further details of the Board's stakeholder engagement are set out on pages 21 to 25. More detail on how the Board monitored culture and engaged with colleagues, supported by our designated Non-Executive Director for workforce engagement, are set out on page 59 and on our People & Culture Plan on page 28. # Governance and internal control 2025/26 was our first full reporting year under the UK Corporate Governance Code 2024 (the Code), and we are pleased to confirm compliance with its Principles and Provisions. The Board has worked closely with the Audit Committee to prepare for next year's reporting in compliance with Provision 29 of the Code and to maintain a robust internal controls environment across the Group. This has been particularly important considering the findings from the recent Grosvenor Gambling Commission licensing review and the fraud incident in our Spanish business identified during the year. More detail about our financial controls framework is set out in the Audit Committee report on page 68. # Looking ahead The Board remains fully committed to driving sustainable shareholder returns through disciplined execution and a continued focus on costs, margins and operational excellence starting with Rank's ambition to deliver the medium-term objective of at least £100m operating profit. Our priorities for 2026 include: - Developing Rank's longer-term strategy for beyond £100m operating profit. - Continuing to drive sustainable revenue growth despite possible macroeconomic headwinds. - Supporting value creation through disciplined cost management and operational efficiencies. - Focusing on maintaining strength and depth of Board expertise through long-term succession plans. - Maintaining strong corporate governance, upholding robust ethical standards and embracing innovative ways of working. Finally, on behalf of the Board, I want to thank our colleagues for their passion, hard work and commitment to Rank's continued success and on a personal note, for their warm welcome and support as I transitioned into the role. The Board looks forward to the 2026 AGM on 8 October 2026. John Ott Chair The Rank Group Plc 2026 Annual Report 53 Strategic Report Governance Report Financial Statements --- Governance at a glance Strategic Report Governance Report Financial Statements # Board composition # Non-Executive Directors' skills and expertise Customer-centric and/or Hospitality 6/6 Environment, Sustainability and Governance 5/6 Financial (Accounting and/or Finance) 3/6 Gaming 4/6 Marketing 4/6 People 4/6 Real estate and Property 4/6 Risk and Compliance 4/6 Strategy 6/6 Technology and/or Digital 4/6 For each category, the Director must have at least three consecutive years' executive/senior management experience or meaningful non-executive experience, assessed by its nature and complexity. # Board Independence ■ Independent ■ Not Independent 4 3 # Board Gender Diversity Gender identity or sex reporting as required under Listing Rule 9.8.6 (R) 10 as at 30 June 2026 ■ Male ■ Female 4 3 # Board Ethnicity Ethnic diversity reporting as required under Listing Rule 9.8.6 (R) 10 as at 30 June 2026 ■ White British/Other ■ Mixed/Multiple Ethnic Group 6 1 # Board tenure ■ 0-3 years ■ 3-6 years ■ 6-9 years 3 3 1 # Attendance at scheduled Board meetings Current directors$^{2}$ Attendance John Ott$^{1}$ 4/4 Richard Harris$^{3}$ 8/8 Karen Whitworth 8/8 Lucinda Charles-Jones 8/8 Christian Notthaft 8/8 Katie McAlister 8/8 Keith Laslop 8/8 Past directors Attendance Alex Thursby$^{3}$ 3/3 John O'Reilly$^{4}$ 4/4 1. John Ott was appointed to the Board in November 2025. 2. Richard Harris was appointed interim Chief Executive Officer in January 2026. 3. Alex Thursby retired from the Board in October 2025. 4. John O'Reilly retired from the Rank Group in January 2026. 5. Cliff Baty was appointed interim Chief Financial Officer in February 2026 but is not a Board Director. Cliff attended all Board meetings held from that date. In addition to the scheduled meetings, the Board held a further four ad hoc meetings during the year to discuss financial performance and appointments to the Board. Board members also considered a number of key matters outside of these meetings as they arose. The Chair and Non-Executive Directors also meet regularly without executive management present. # UK Corporate Governance Compliance Statement For the year ended 30 June 2026, Rank was subject to the Financial Reporting Council's ('FRC') UK Corporate Governance Code 2024 (the Code). Rank complied in full with the Provisions and consistently applied the Principles of the Code during the year. The Code is available on the FRC website at www.frc.org.uk. This Governance report, together with the reports of the Board's Committees and the other statutory disclosures in this Report, explains how Rank has applied the Code's Principles and complied with its Provisions. Matters reserved to the Board, Board Committee terms of reference, and role profiles for the Chair, CEO, Senior Independent Director and other relevant roles are available at www.rank.com. Details on how the Company continued to prepare to report in compliance with Provision 29 of the Code next year, are set out on page 68. Subject to any earlier appointments, when Karen Whitworth and Lucinda Charles-Jones step down from the Board at the end of August and the 8 October AGM, we expect that independent Non-Executive Directors excluding the Chair will continue to represent 50% of the Board, as contemplated by Provision 11 of the Code. Independent searches have commenced to identify their replacements and whose appointment(s) would bring the Board's composition further into compliance in this respect. Topic Page # 1 Board leadership and company purpose | Effective and entrepreneurial Board | 21, 53-60 Matters reserved | | --- | --- | | Purpose, values, strategy and culture | 3, 8-9, 28, 59 | | Board decisions and outcomes | 21, 57-58 | | Stakeholder engagement | 21-25, 59 | | Workforce policies and practices | 28, 52 Code of Conduct | # 2 Division of responsibilities | Board roles | 55-56, Role profiles | | --- | --- | | Board composition | 56, 61-63 | | External commitments and conflicts | 56, 91 | | Board information and efficiency | 55, 60, 61-63 | # 3 Composition, succession and evaluation | Appointment to the Board | 61-63 | | --- | --- | | Board skills and expertise | 54, 56 | | Board effectiveness | 60 | # 4 Audit, risk and internal control | Internal and external audit functions | 68-69 | | --- | --- | | Fair, balanced and understandable | 51-52, 68, 93 | | Risk management | 41-48, 68-69 | # 5 Remuneration | Linking remuneration to strategy | 8-9, 89, 72-90 | | --- | --- | | Executive remuneration policy | 72-90 | | www.rank.com | | | Independent judgement | 72-76 | 54 The Rank Group Plc 2026 Annual Report --- # Governance framework The Board is responsible for the long-term success of the Company, providing leadership within a framework of effective controls to assess and manage risk. It retains ultimate responsibility for its powers and authorities, supported by formal framework of Board Committees to help it discharge its duties. In addition to the three core Board Committees (composed of independent Non-Executive Directors only), the Board has delegated responsibilities to two further committees – the ESG & Safer Gambling Committee and the Finance & Disclosure Committee. This governance framework is set out below. Below the Board, the Executive Committee led by the CEO manages day-to-day Group operations within delegated authority and supports him in developing and implementing strategy. Senior management from across the Group supports the work of the Board Committees. The Risk Committee and the Compliance Committee report to the Audit Committee and support its oversight of risk management and internal controls. The ESG Steering Committee reports to the ESG & Safer Gambling Committee and supports its oversight of climate risk and our related strategy and actions. Rank has established a clear division of responsibilities between the Chair and the CEO. Matters reserved to the Board, Board Committee terms of reference, and role profiles for the Chair, CEO, Senior Independent Director and other relevant roles are available at www.rank.com. More detail on governance and risk management for climate change is set out on pages 30 to 31. ➤ Further detail regarding Rank's approach to risk management is set out on pages 41 to 48. ## The Rank Group Plc Board Sets 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. Additional informal business performance update discussions are scheduled periodically, led by the CEO. ➤ Read more on pages 10 – 20 ### Nominations Committee Recommends appointments to the Board. Oversees succession planning for directors and the process for executive and senior management succession planning. Ensures that there is an appropriate mix of skills, experience and independence on the Board. Promotes equality, diversity and inclusion on the Board and across the Group. ➤ Read more on pages 61 – 63 ### Audit Committee Oversees the Group's financial reporting and monitors the effectiveness of our internal and external audit. Oversees the Group's internal controls and monitors risk management including the identification of emerging risks. Responsible for the relationship with the external auditor. ➤ Read more on pages 64 – 69 ### Remuneration Committee Responsible for establishing a Remuneration Policy and setting the remuneration for the Board Chair, 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. ➤ Read more on pages 72 – 90 ### ESG & Safer Gambling Committee¹ 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. ➤ Read more on pages 70 – 71 ### Finance & Disclosure Committee¹ 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 the Audit Committee joins meetings when market reporting is discussed as is normal practice. ➤ Read more on www.rank.com 1. From 1 July 2026, the ESG & Safer Gambling Committee and the Finance & Disclosure Committee were renamed the Compliance, Regulatory & Government Affairs Committee and the Investment & Disclosure Committee, respectively. Future reports will refer to these Committees by their new names. The Rank Group Plc 2026 Annual Report 55 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # About the Board Committee membership Committee Chair ☐ Committee member A Audit Committee F Finance & Disclosure Committee N Nominations Committee R Remuneration Committee E ESG & Safer Gambling Committee ## John Ott ### Independent Non-Executive Chair Committee membership Appointed November 2025 #### Skills and experience John has over 40 years' experience as a business executive, consultant, investor and board member. He has advised and sat on publicly listed company's boards and management teams across North America, Europe and Asia leveraging extensive finance and strategy expertise. He also founded, invested in and sat on the board of several private businesses in technology and fractional ownership. John has held roles at Bain & Company (London & Shanghai), Barclays Bank plc (London), McKinsey & Company (Chicago & Hong Kong), and US Bancorp (Minneapolis). #### Key external commitments Bain & Company's London Office (part-time senior advisory partner), The Hideaways Club Limited, Gibraltar (chair). ## Lucinda Charles-Jones ### Independent Non-Executive Director Committee membership Appointed June 2022 #### Skills and experience Lucinda has over 25 years' executive-level HR experience, with extensive UK and international remuneration and people expertise, and strategic experience in corporate responsibility, including social and environmental matters. Lucinda previously held roles at AXA SA, Hays plc, Towergate Partnership Co Limited, in RAC plc's Consumer Division and Vivendi SA, and in a non-executive capacity at Virgin Money Plc and as Remuneration Committee Chair. #### Key external commitments Business in the Community and the Dogs Trust (Non-Executive Board Member and Trustee), and Aon UK Limited (Non-Executive Director). ## Richard Harris ### Chief Executive Officer Committee membership F E Appointed July 2026 (CFO May 2022) #### Skills and experience Richard joined Rank in May 2022 as CFO. He was appointed interim CEO in January 2028 and became CEO in July 2026. Richard has extensive experience of driving business performance, strategy development and improving operational execution. He is focused on maximising shareholder value. Richard was previously CFO at Foxtons Group Plc, London's leading estate agency. Prior to that, he held senior finance and operational roles at Laird plc and Marks & Spencer plc. Richard is a chartered management accountant. #### Key external commitments None. ## Christian Nothhaft ### Non-Executive Director Committee membership None Appointed November 2024 #### Skills and experience Christian has extensive international hospitality, retail, consumer products and e-commerce experience, with strong strategic planning, operational and people management expertise. Christian previously held senior executive and regional managing director roles at Watsons Personal Care Stores, Watsons Wine and Fortress Hong Kong, and Movenpick (Asia Restaurants Group) and served in a non-executive capacity at DFI Retail Group Holdings Limited and as interim Chair at Mead Johnson Greater China. #### Key external appointments Guoco Group Limited (CEO and Executive Director) and Lam Soon (Hong Kong) Limited (Non-Executive Director) a subsidiary of Hong Leong Group Limited, both are Hong Kong listed. ## Cliff Baty ### Interim Chief Financial Officer (Ex Officio) Committee membership Appointed February 2026 #### Skills and experience Cliff is a qualified chartered accountant and highly experienced CFO with deep expertise in strategic and financial planning, investor relations, financial governance, international operations and stakeholder management, gained across listed leisure and gaming businesses. Cliff is a member of the Executive Committee; he has not been appointed to the board of directors. Cliff previously held roles at Manchester United plc, Sportech plc, Ladbrokes plc, and Ernst & Young. #### Key external commitments None. ## Katie McAlister ### Independent Non-Executive Director Committee membership E A R Appointed April 2021 #### Skills and experience Katie has extensive UK and international digital and marketing experience, including leading digital transformation and business change programmes across commercial areas, with roles spanning trading, product and destination services. In her current role, she is responsible for overall strategy and leadership of the business and environmental, social and governance initiatives. Katie previously held roles at TUI Northern Region - UK, Ireland and Nordic and TUI UK and Ireland. #### Key external appointments Cunard, part of the Carnival plc group (President). ## Karen Whitworth ### Senior Independent Non-Executive Director Committee membership A N R E F Appointed November 2019 #### Skills and experience Karen is a qualified chartered accountant with over 20 years of board-level experience in public and private organisations. She combines significant strategic, financial and leadership expertise gained through senior commercial, operational and governance roles, with an extensive knowledge of consumer-facing, multi-site retail and multi-channel businesses. Karen previously held roles at Sainsbury's Plc, BGS Holdings Limited, IHG plc, and Coopers & Lybrand (now PwC) and in a non-executive capacity at Pets at Home Plc and GSI UK Limited. #### Key external commitments Tesco plc (Non-Executive Director and Audit Committee Chair), Tritax Big Box REIT (senior independent director), Nuffield Health, a not-for profit registered charity (director and governor). ## Keith Laslop ### Independent Non-Executive Director Committee membership A Appointed September 2023 #### Skills and experience Keith is a qualified chartered accountant and CFA charterholder with extensive experience in both corporate finance and the gaming industry, including business formation, rapid revenue growth, and acquisitions and disposals. Keith previously co-founded Intertain Group, which grew to become Gamesys Group plc and was acquired by Bally's Corporation in 2021. Earlier in his career, Keith served as principal of a family office, President of Prolexic, a world-leading network security provider, and CFO of the video games developer Elixir Studios. #### Key external appointments TripleEh Gaming Limited (Non-Executive Director and Audit Committee Chair). 56 The Rank Group Plc 2026 Annual Report --- ## Board activities The table below sets out the key matters considered, decisions taken and outcomes achieved during the year to promote the long-term success of the Company. Board meetings are the primary forum through which the Board provides strategic direction, monitors trading, financial performance and regulatory compliance, and holds leadership to account for the effective execution of strategy. The Board recognises its responsibility to consider the needs and concerns of our stakeholders as part of its discussion and decision-making processes and seeks to create value for all our stakeholders. The company's Section 172 statement is available on page 21. | Topic | Activity | Key decisions and outcomes | | --- | --- | --- | | **Strategy & vision** | Held multiple dedicated strategic review discussions with the executive team. | Reviewed and refined the Group's strategic plan and business-unit plans following input and challenge. | | | Reviewed progress against strategic objectives and KPIs. | Endorsed the Group's strategic direction and agreed focus areas. | | | Discussed long-term growth opportunities, business-unit plans and multi-year planning. | Challenged views on future potential for Rank's businesses and reviewed the strategic priorities through that lens. | | | Reviewed opportunities to improve operating model efficiency, develop customer propositions and venue formats, and advance digital, cross-channel and AI innovation, informed by market and sector trends. | Approved targeted investment and efficiency measures, including headcount rationalisation and selected venue closures, to support delivery of the strategy and Rank's long-term sustainability. | | **Finance & performance** | Reviewed performance, including market and trading updates and guidance. | Approved the full and half-year results and the Q1 and Q3 trading updates, including the unscheduled trading update in Q4. | | | Reviewed performance against budget and financial forecasts, cash flow, funding requirements, credit rating and leverage targets. | Approved the annual budget, endorsed the three-year plan, approved the refinancing of Rank's revolving credit facility. | | | Reviewed the Group's capital and liquidity position, dividend cover and shareholder distributions. | Approved the updated capital allocation policy, including continued commitment to progressive dividend payments. | | | Regularly reviewed returns from capital investments and strengthened management report for more granular revenues analysis. | Supported informed decisions on targeted investment and business-unit, customer segment and channel priorities to support improved customer experiences. | Please see pages 8 to 9 for our Strategic Pillars. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 57 --- ## Board activities | Topic | Activity | Key decisions and outcomes | | --- | --- | --- | | **People, culture & values** | Reviewed progress against the People Plan, including people and culture objectives, through updates from the CPO. | Endorsed the key priorities for the People Plan, including initiatives to strengthen equality, diversity and inclusion. | | | Engaged regularly with key stakeholders including members of the executive team and senior management, Board Committee chairs, and the majority shareholder's representative on the Board. | Ensured a breadth of viewpoints in the boardroom and enabled informed decision-making aligned with strategic priorities. | | | Engaged shareholders on Rank's story and investment case and shared business performance at the AGM, Capital Markets Day and individually with our larger investors. Received updates from corporate brokers and advisers. | Supported the Board to understand the interests of our shareholders, their understanding of, and engagement with, the investment case and analysts' view of the performance and prospects of the business. | | | Non-Executive Directors engaged with colleagues in our UK venues and office locations. We also engaged through our designated, Non-Executive Director for workforce engagement. See page 59 for more detail. | Enhanced understanding of colleague sentiment at Rank and experienced first-hand the culture across the Group. | | | Engaged frequently with regulators including the UK Gambling Commission and with policymakers in UK Government through the Chair and CEO, and selected executive and senior management. | Enabled senior leaders to represent Rank's interests and those of its colleagues, customers, suppliers and the communities we operate in, helping inform decisions that may affect them and supporting Rank's long-term sustainability. | | **Innovation & technology** | Reviewed the technology in use by the business and those of its competitors, including developments in AI. | Examined the key strengths of the business and provided fresh challenge on the level of ambition and investment in the technology and data strategy. | | | Experienced the digital customer journey on our UK mobile gaming Apps first hand, facilitated by the CCO and key members of the Product team. | Enhanced understanding of the current digital customer journey and considered and challenged the ambition and pace of the development roadmap. | | | Considered operational responses to cyber threats and received regular updates on the evolving threat landscape. | Endorsed cyber risk appetite and the Group's risk mitigation approach. | | **Governance, licensing & regulatory** | Oversaw Board succession planning and the new Chair and CEO search processes. See pages 61 and 62 for more detail. | Approved appointments of John Ott as Board Chair and Richard Harris as CEO; first, in an interim capacity and latterly, in a permanent capacity. | | | Considered the updated principal risks, risk appetite and material controls across the principal risks and focus areas. | Approved the Group's principal and emerging risks and risk appetite statement. | | | Reviewed regular updates on the UK Gambling Commission's licensing review of Grosvenor Casinos and considered remediation actions following a fraud identified in our Spanish business. | Endorsed the Group's response to the Gambling Commission review and approved its formal written submission. Initiated a programme to strengthen the internal control environment, using technology and automation where appropriate. | | | Oversaw the approach to modern slavery and human rights, including supply chain risk management. | Approved the 2025/26 Modern Slavery Statement. | | | Received regular corporate and safer gambling updates on legal, regulatory and public policy developments, including their implications for Rank. | Supported plans to mitigate the impact of legislative developments and respond to regulatory changes. Kept directors informed of sector issues and supported timely and appropriate reform planning. | ● Please see pages 8 to 9 for our Strategic Pillars. 58 The Rank Group Plc 2026 Annual Report Strategic Report Governance Report Financial Statements --- # Culture and workforce engagement ### How we monitor culture and engage The Board approves Rank's purpose, strategy and values and, through its annual cycle of activities, considers how these are reflected across the organisation. As part of our commitment to ensure a positive, high-performing and inclusive workplace, as set out in our People & Culture Plan (the People Plan), the Board monitors culture through regular updates from the Chief People Officer, engages with colleagues through Lucinda Charles-Jones, our designated Non-Executive Director for Workforce Engagement, and undertakes visits to our venues and offices. From these activities, the Board gains valuable insight into colleague sentiment, workforce trends and progress against our People Plan. They also help strengthen colleague engagement, build meaningful relationships with our workforce and support the delivery of the Group's strategy. ### Colleague listening Our People Plan continues to strengthen the colleague experience through our Listening Strategy, which includes workforce engagement sessions during the year hosted by Lucinda Charles-Jones, regular listening sessions each year led by the Chief People Officer and Director of Communications and Engagement, and ongoing insight reporting to leadership teams and People Directors to drive continuous improvement. The Board receives insights and actions arising from the Group's colleague engagement survey twice a year. **In 2025/26, colleague engagement remained strong and stable at 8.2, slightly below our target of 8.3.** ### Strong information flows The Board regularly reviews key insights that help directors to monitor cultural health through an analysis of quantitative and qualitative data provided by the Chief People Officer during the year. These updates include measures and trends within colleague attendance, tenure and turnover, gender and ethnicity self-reporting and representation and development. This data is evolving all the time and enables the Board to monitor progress against targets and the actions in place to support a strong culture within Rank. ### Clear expectations Through Rank's Code of Conduct, colleagues are made aware of the high ethical standards expected from them and others acting on the Group's behalf. Mandatory training is issued to all colleagues on joining the business and refreshed annually to reinforce the importance of these standards. The Audit Committee oversees compliance matters on behalf of the Board, including regular reports on whistleblowing activity across the Group. The Remuneration Committee reviews wider workforce policies and practices each year, while the Code of Conduct and key Group-wide workforce policies are kept under review, with any material changes subject to Board approval. ### Board engagement activities #### Board visits At least one Board meeting each year is held offsite in a different part of the Group. In 2025/26, the Board visited both Mecca and Grosvenor venues and selected venues of our peers in the Birmingham area. In addition, Non-Executive Directors periodically visit different sites including venues and offices to gain insights and understanding of different areas of the business outside of a formal meeting setting. More on how the business engages with and supports our colleagues, is set out on pages 19, 23 and 28. ### Designated Non-Executive Director As part of our Listening Strategy, our designated Non-Executive Director for Workforce Engagement, Lucinda Charles-Jones, hosts two colleague listening sessions each year. During 2025/26, these took place in October 2025 and April 2026 and brought together colleagues from across the Group, representing a broad range of roles, locations and business units. Each session focused on three key questions: - What is good about working at Rank? - What could be better? - What would you like the Board to consider in its decision-making? While these sessions are not intended to create action plans, opportunities for immediate improvements are shared with management where appropriate. Themes and insights are summarised and reported to the Board, Executive Committee and People Directors, with the same feedback shared with participants to demonstrate transparency and reinforce that their views have been heard. ### A few words from our Non-Executive Director for Workforce Engagement #### What stands out most from these sessions? "Having led these sessions for more than three years, I continue to be impressed by colleagues' willingness to share their experiences openly and constructively. The discussions provide valuable insight into both the common themes that unite colleagues across the Group and the different experiences of those working in our venues and support offices." #### What were the key themes from this year's discussions? "Overall sentiment remained very positive, with colleagues expressing genuine pride in working for Rank. Feedback was strongly focused on our inclusive, people-first culture, supportive leaders and opportunities for learning, development and career progression. While pay and communication continue to feature in some discussions, these were less prominent than in previous years, reflecting the progress being made." #### What are you most proud of? "I am most proud of the openness and trust colleagues show during these conversations. Rather than becoming a forum for complaints, the sessions consistently generate balanced, thoughtful discussions. They provide the Board with authentic insight into colleague experience and help ensure that workforce perspectives continue to inform our decision-making." #### Lucinda Charles-Jones Non-Executive Director for Workforce Engagement Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 59 --- Board Review 2026 Strategic Report Governance Report Financial Statements Our policy The Board annually reviews its own effectiveness, and that of its committees and individual directors. In line with the Code, the Board operates a triennial cycle, with every third review externally facilitated. During the year, the Board commissioned an externally facilitated effectiveness review for a second consecutive year, to support and provide valuable insight to the new Chair at the outset of his tenure. How it was facilitated The 2026 review was led by the independent external adviser Lintstock who comply with the Corporate Governance Institute Code of Practice for Board Reviewers. The Company and its directors have no other relationship with Lintstock and consider that their assessment was fair and impartial. This report has been written in consultation with Lintstock. The review was coordinated with the Chair, who was supported by the Company Secretary. How we approached it The review comprised detailed questionnaires and one-to-one interviews. At the Chair's request, the scope was broadened this year to provide a more holistic assessment of the Board's effectiveness, with selected members of executive and senior management and advisers, including the independent remuneration consultant and external auditor invited to contribute their perspectives alongside those of the directors. The review considered, among other matters, the Board's role in strategy and long-term value creation, governance structures and processes, Board composition and dynamics, and priorities for future development. What we found The findings of the review were discussed in detail by the Board alongside members of the Lintstock team. The evaluation concluded that the Board continues to improve its effectiveness and provided a robust and constructive basis on which to further develop and evolve. The Board agreed to use the outputs to inform a dedicated session to help shape future priorities into tangible actions. In considering the review, several areas were identified where further focus and clarification would support the Board's continued development. These priorities include enhancing shareholder engagement, refining the Board's ways of working and ensuring the new CEO is supported by a strong governance and oversight framework. How we responded Supported by Lintstock, the Chair led a dedicated Board discussion where the following focus areas for 2027 were agreed, to position the Board to support the new CEO and executive team to successfully deliver the strategy. Progress in these areas will be monitored as part of the ongoing Board evaluation cycle. Our focus in 2027 The Board determined to focus on the following areas in 2026/27: - Refine and evolve Board ways of working, including meeting cadence, information flows and explore forward-looking governance practices such as technology and AI. - Strengthen Board succession planning to ensure we have the balance of skills and experience we need for Rank's next phase of growth. - Enhance the breadth and depth of our stakeholder engagement, including with our major shareholders. Our progress since 2025 Following the 2025 review, the Board has continued to refine how it spends its time to ensure most meeting time is devoted to considering items critical to the business, value creation and strategic performance. We adopted new reporting styles and cadence and invited more external viewpoints into the boardroom to support enhanced understanding of the sentiments of our key stakeholder groups including shareholders and customers. Additional focus has also been given to proactive, longer-term management of Board succession. The Board and Nominations Committee will be supported by the CPO and Company Secretary to ensure our approach continues to align with our operating model and the developing long-term strategy. 60 The Rank Group Plc 2026 Annual Report --- Nominations Committee Report # Committee members and meetings | Members | Attendance | | --- | --- | | John Ott (Chair) | 2/2 | | Lucinda Charles-Jones | 4/4 | | Karen Whitworth | 4/4 | | Past members | Attendance | | Alex Thursby (prior Chair) | 2/2 | The Committee also held two ad hoc meetings during the year. Katie McAlister and Keith Laslop were appointed as members of the Committee in August 2026. The Nominations Committee comprises solely independent Non-Executive Directors. The CPO and Company Secretary regularly attended Committee meetings during the year. Other individuals, including the Chief Executive Officer and Christian Nothhaft, attended by invitation from time to time. No individual was present when their own appointment was discussed. The former Chair did not participate in the succession planning for, or recommendation of, his successor. # The role of the Committee The Committee has been constituted by the Board to monitor Board and Committee composition so that it is effective and able to operate in the best interests of shareholders. It also leads the process for Board appointments and oversees Board and senior leadership succession planning, establishing a diverse pipeline. Details on the role of the Committee are set out in its terms of reference, which are reviewed annually and are available at www.rank.com. The Chair of the Committee reports to the Board after each meeting, to highlight any matters of significance and make recommendations deemed appropriate for Board approval. # The Committee's key activities during the year Board and Committee Composition and Skills Retirement of Board Chair and CEO Appointment and induction of new Board Chair Appointment of Interim and Permanent CEO Appointment of Interim CFO Diversity and Inclusion # Effectiveness of the Committee During the year, an external review of the Committee's performance was undertaken in parallel with broader consideration of Board performance. The review concluded that the Committee operates effectively. The Committee has identified the following area of focus for FY2027: - Strengthening Board succession planning, aligning on the role, and desired skills and experience of Non-Executive Directors, to ensure the Board has the right balance of capabilities needed to support Rank's next phase of growth. ● Further details on the evaluation process are set out on page 60. # Dear Shareholders I am pleased to present the Nominations Committee report for the year ended 30 June 2026, my first for Rank. Having a Board that has the right balance of experience, skills and knowledge is crucial to supporting delivery of Rank's strategic priorities and ensuring we remain agile in the face of external trends and factors. The Committee will continue to focus on succession planning, ensuring that the Board is balance and has a strong pipeline of credible candidates to continue to drive long-term value creation for our shareholders and grow the business. John Ott Nominations Committee Chair # Board composition and succession The Committee regularly reviews the composition of the Board, supported by the outputs from the annual Board performance review. Details of how the Board review was conducted and those consulted are set out on page 60. During the year, the Committee considered the structure, size and composition of the Board and its committees as well as the skills, experience, diversity, independence, tenure and capacity of individual directors to meet their commitments to Rank. The Committee's oversight and reviews of Board composition help to inform succession planning priorities at the Board level so that our plans can continue to evolve and ensure we maintain the appropriate breadth and depth of skills required both to be a high-performing Board and well placed to support Rank's next phase of growth. The Committee maintains plans to ensure continuity for key roles such as the CEO, CFO and the Chair each of which the Committee drew on during the year. Additionally, the Committee considers succession over a longer trajectory, in the context of Non-Executive Directors' tenures. The Committee noted that within the next four years two Non-Executive Directors will each have served a nine-year term. To assist the Committee in its evaluation and in succession planning work, a detailed skills matrix is maintained and is subject to regular review. The skills matrix helps the Committee to assess whether the Board has the right balance of capabilities to support and oversee delivery of the strategy and to identify the expertise Rank wishes to prioritise in future appointments to ensure the Group's success. During the year, the Committee reviewed the matrix and introduced clearer criteria for assessing and attributing each listed skill which is set out on page 54. # Key role succession During the year, we announced the retirement of the Chair, Alex Thursby and the CEO, John O'Reilly, each having served many distinguished years in their respective roles. The search process for the new Chair was led by the Senior Independent Director. Supported by consultants MWM, the Committee prepared detailed role profiles to support the identification of highly capable and well-rounded candidates in each field to build on the very strong legacies left by Alex and John. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 61 --- Nominations Committee Report Strategic Report Governance Report Financial Statements Following a thorough search process, John Ott was appointed as Chair with effect from November 2025. John was the outstanding candidate in this process, bringing a wealth of finance and investment experience, combined with a strategic mindset following a distinguished career as a business consultant internationally. During the period 15 October to 17 November 2025, the Committee appointed Karen Whitworth, Lucinda Charles-Jones and Keith Laslop to the roles of Board Chair, Senior Independent Director and Audit Committee Chair respectively, in an interim capacity to support the smooth transition to the new Board Chair. As Chair, John Ott then led the search process for the new CEO during which internal and external candidates were considered from a long list drawn from a wide variety of backgrounds and sectors. Following a thorough search process which concluded after the year-end, Richard Harris was appointed as CEO with effect from 12 July 2026, having served in an interim capacity since January. Before this, Richard had been CFO since May 2022. Richard was the outstanding candidate, bringing extensive knowledge of the business, a track record of driving business performance and the strategic leadership required to maximise shareholder returns. Since January, Cliff Baty has been Interim CFO and a member of the Executive Committee. Cliff is an experienced CFO with a wealth of expertise in strategic and financial planning, investor relations, financial governance, international operations and stakeholder management. Cliff is not on the Board of Directors. Search process An overview of the Chair and CEO search processes conducted during the year, is below: - Committee identified the search and candidate parameters - Appointed MWM, independent external search consultants, following a thorough tender process - In consultation with MWM, agreed detailed role brief - Diverse long-list of candidates drawn up by MWM from a broad range of backgrounds - In consultation with MWM, refined long-list to short-list of candidates - MWM conducted in-depth competency-based interviews with the short-list - Board directors individually interview each short-listed candidate - For the CEO role, short-listed candidates presented their strategic plans to the Non-Executive Directors - Committee determined to conclude the search, and the Board approved to appoint their preferred candidate External search consultant MWM is an accredited firm under the UK Government's Enhanced Code of Conduct for Executive Search Firms and by the FTSE Women Leaders. It is also a signatory to the latest Standard Voluntary Code of Conduct for Executive Search Firms, supporting gender and ethnic diversity on corporate boards. MWM does not have any other relationship with the Company or its directors. Current searches Following the announcements that Karen Whitworth and Lucinda Charles-Jones will step down at the end of August and after the AGM in October respectively, the Committee will focus in the first half of the year on progressing the independent searches initiated for the key roles of Senior Independent Director, Audit Committee Chair and Remuneration Committee Chair. Induction and development The Company Secretary assists the Chair in designing and facilitating an induction programme for new directors and keeps under review opportunities for their ongoing training. Each newly appointed director receives a comprehensive induction programme. Following his appointment, John Ott received a tailored induction programme designed to support him as a new Rank Director and the Board Chair. The programme included one-to-one meetings with existing Board members, the Company Secretary, members of the Executive Committee, senior colleagues from Group Functions and our business units, and appropriate external parties including the Company's auditors, brokers, legal advisers and selected investors including Rank's major shareholder. The programme also covered the work and responsibilities of each Board Committee, access to a wide array of resources pertinent to the role and opportunities to visit the Group's venues and office locations. Collectively, the programme was designed to help John swiftly build an understanding of the Company's operations, governance, culture, stakeholder relationships and wider operating environment from the outset. All directors are encouraged to make frequent visits to the Group's venues and office locations and can seek the Company's support to undertake further relevant professional development or coaching to support them in the effective function of their role, as may be determined beneficial to the Board and Rank. The Chair and Company Secretary keep under review opportunities for the Board to refresh or deep dive on key strategic topics. Executive and senior leadership succession The Committee oversees succession below Board level as part of its remit for orderly succession across the Group. The CEO, CFO and CPO meet every six weeks to discuss talent and development, supported by six-monthly Talent Reviews that assess performance, potential, succession and any business continuity risks, and to identify actions. As part of these talent reviews, succession plans are maintained for the Executive Committee and senior managers below Executive Committee level, supporting the development of a robust and diverse talent pipeline. During the year, the Board and Committee reviewed these plans and considered progress to strengthen them through targeted development and leadership changes and noted the continued focus on improving succession plans for these roles. Equality, Diversity and Inclusion (ED&I) The Committee also considered broader diversity data, enabling it to question management on actions to improve representation in specific areas, including ethnicity at senior management level. It monitored initiatives to strengthen diversity across the senior leadership pipeline, including colleague participation in WHITL's Leadership Development Programmes, the involvement of female leaders as external mentors, and business unit-level accountability. Managing Directors were set targets for increasing female representation in management roles and were required to develop action plans to improve gender balance at senior levels. The Committee also reviewed the leadership layer below the Executive Committee, focusing on progression opportunities, and the continued development of a strong pipeline of ready-now successors. More detail on our ED&I principles and initiatives is set out on pages 19, 23 and 28. 62 The Rank Group Plc 2026 Annual Report --- ESG and Safer Gambling Committee Report Strategic Report Governance Report Financial Statements # Committee members and meetings | Members | Attendance | | --- | --- | | Katie McAlister (Chair) | 4/4 | | Lucinda Charles-Jones | 4/4 | | Richard Harris | 1/1 | | Karen Whitworth | 4/4 | | Past members | Attendance | | John O'Reilly | 2/2 | The Committee also held one ad hoc meeting during the year. John Ott was appointed as a member of the Committee in August 2026. The ESG and Safer Gambling Committee (renamed the Compliance, Regulatory and Government Affairs Committee since 1 July 2026) comprises three Non-Executive Directors and our CEO; other Non-Executive Directors who are not members may attend. The Chair, CFO, business unit MDs, the Directors of ESG and Treasury, IR and Corporate Affairs, and Compliance and Responsible Gambling, General Counsel and Company Secretary regularly attended Committee meetings during the year. The CFO and Christian Nothhaft, attended by invitation from time to time. # The role of the Committee The Committee has been constituted by the Board to define an ESG and corporate compliance strategy (CRG Strategy) to help create value for all stakeholders and support Rank to be a sustainable, resilient and purpose-led organisation. In addition, the Committee oversees the Company's management of ESG matters and corporate compliance more widely. Details on the role of the Committee are set out in its terms of reference, which are reviewed annually and are available at www.rank.com. The Chair of the Committee reports to the Board after each meeting, to highlight any matters of significance and make recommendations deemed appropriate for Board approval. # Effectiveness of the Committee During the year, an external review of the Committee's performance was undertaken in parallel with broader consideration of Board performance. The review concluded that the Committee operates effectively. The Committee has identified the following area of focus for FY2027: - Maintaining focus on delivery of the CRG strategy per the recently broadened terms of reference, meaningful performance against the Group ESG KPI metrics, aligning appropriately with the activities of the Board and other committees. ➤ Further details on the evaluation process are set out on page 60. # Dear Shareholders I am pleased to present the ESG and Safer Gambling Committee Report for the year ended 30 June 2026. From 1 July 2026, the Committee was renamed the Compliance, Regulatory and Government Affairs Committee to better reflect the breadth of its remit. Future reports will refer to the Committee by its new name. The Committee assists the Company in formulating and monitoring its ESG and corporate compliance strategy (CRG Strategy) and supports the Board in overseeing the Group's approach to environmental, social and corporate compliance matters (CRG matters). Reflective of Rank's products and services, the Committee has a particular focus on safer gambling strategy and policy, including the prevention of gambling-related harm across the jurisdictions and channels in which the Group operates. During the year, its work included oversight of customer protection, gaming regulatory compliance, the effectiveness of the control environment, environmental performance and net zero commitments, culture and colleague engagement, diversity and inclusion, modern slavery, community initiatives, and engagement and lobbying with governments and regulators. This breadth reflects the increasing importance of ESG and corporate compliance considerations to Rank's long-term sustainability and the need for a clear and consistent governance framework across these areas. Katie McAlister ESG and Safer Gambling Committee Chair # Our priorities and KPIs The Committee monitors nine baseline KPIs across the four key priorities set out below. More detail relating to our CRG Strategy and ESG KPIs are set out on pages 18 to 20, 26 to 40 and, on stakeholder engagement on pages 21 to 25. # Customer experience Providing a safe, secure environment and personal experience, creating and maintaining good gambling behaviours and protecting vulnerable customers. Customer Net Promoter Score (NPS) Customer feedback scores on safer gambling Employee NPS on safer gambling Hawkeye average markers of harm score (UK digital only) # Colleague experience Creating a fair, inclusive and inspiring working environment which educates our people to enable and encourage positive gaming behaviours. Employee engagement score Percentage of women in senior roles # 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. Reduction in absolute carbon emissions Employee NPS on environmental matters Supported by second tier metrics: Five solar projects committed in year One degasified venue in year 70 The Rank Group Plc 2026 Annual Report --- ESG and Safer Gambling Committee Report **Community engagement** Providing an essential social outlet for customers, generating lasting community spirit, driving community action and developing a genuine social legacy. Total charitable funds raised **The Committee's key activities during the year** The Committee's focus during the year was on strengthening oversight, assurance and regulatory engagement, while continuing to support the evolution of CRG Strategy and performance reporting. **Governance** The Committee reviewed its role in the context of the Group's governance framework and approved refreshed terms of reference to ensure that they reflect its evolving remit and priorities, which were subsequently adopted by the Board. This forms part of our ongoing commitment to ensure that the Committee remains appropriately focused, effective and aligned with best practice. Accordingly, the Committee will continue to keep under review those CRG matters that shall from time to time fall within its responsibilities and include: - Environmental controls including emissions, net zero and solar. - Safer gambling controls including customer and player protection practices. - Health and safety. - Culture and colleague engagement. - Equality, diversity and inclusion. - Community programmes and initiatives. - Government and non-governmental organisational engagement and lobbying. **Oversight** At each meeting, the Committee reviewed performance against the Group's nine baseline ESG KPIs and their underlying target metrics, including customer outcomes, colleague engagement and safer gambling metrics. The Committee considered detailed updates from across the business focused on continued development of safer gambling capability, including on uses of AI and data learning, systems and operational processes that support timely and effective customer interventions. During the year, the Committee and Management have continued to review and refine performance reporting using standardised formats including dashboards. **Compliance and assurance** The Committee maintained oversight of assurance and control activity including second line monitoring and external assurance, to respond as appropriate to gaming regulatory engagement and compliance matters. The Committee reviewed the Group's compliance with applicable safer gambling laws and regulations, recognising the highly regulated nature of the gambling sector. Particular consideration was given to the Gambling Commission's investigation into the Grosvenor business and the anticipated regulatory settlement following receipt of the preliminary findings letter. The Committee received regular updates from management and the Group General Counsel, including on external legal advice, correspondence with the Gambling Commission, and the basis for the settlement offer proposed. The Committee also reviewed the control and compliance matters arising from the investigation, including management's actions to strengthen governance, operational oversight, customer protection controls and monitoring arrangements. The Committee concluded that the final response, any settlement offer submitted and related disclosures be approved by the Board and should clearly describe the status of the investigation and settlement process, together with the remediation activity being undertaken in response to the underlying compliance findings which would continue to be overseen by the Committee. **Engagement and lobbying** The Committee reviewed developments in the gaming regulatory and public policy environment across the Group's markets, including changes relating to safer gambling, advertising, taxation and technical standards, and considered the potential implications of these developments for the Group's strategy and operations. Management provided updates on Rank's activity to foster improved engagement and lobby for change with the UK Government and UK Gambling Commission in the best interests of the Company and the sector. This work is critical in ensuring that the Group remains well positioned to respond to a changing and increasingly complex gaming regulatory environment and to continue to operate as a responsible gaming company. During the year, the Committee also approved revised environmental targets, including a 75% reduction in Scope 1 and Scope 2 emissions by 2035 and a commitment to achieve full net zero by 2050. The Committee carefully considered the balance between ambition, deliverability and alignment with industry practice in reaching this decision. **Reporting** Latterly, the Committee contributed to the development of Rank's ESG reporting disclosures, including those relating to CRG strategy (including ESG), safer gambling oversight, gaming regulatory and public policy developments, environmental commitments and committee governance. It recommended the Group's Sustainability Report and related disclosures set out in this Report to the Board for approval. Each of these can be found at www.rank.com. **Focus in 2026/27** Looking ahead, the Committee will continue to focus on strengthening reporting and assurance, enhancing oversight of safer gambling and gaming regulatory matters, and ensuring that CRG matters (including ESG) remain embedded within the Group's decision-making processes. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 71 --- Remuneration Committee Report Strategic Report Governance Report Financial Statements # Committee members and meetings | Members | Attendance | | --- | --- | | Lucinda Charles-Jones (Chair) | 4/4 | | Katie McAlister | 4/4 | | Karen Whitworth | 4/4 | John Ott and Keith Laslop were appointed as members of the Committee in August 2026. Independent Non-Executive Directors, who are not members, may also attend Committee meetings. In addition, the Chair, CEO, CFO, CPO, Company Secretary, Reward Director and the Committee's remuneration advisers Deloitte, were regular attendees at Committee meetings held during the year. No individual was present when his or her own remuneration or benefits were discussed. # The role of the Committee The Committee has been constituted by the Board to determine the remuneration policy and packages for Executive Directors and senior management to support the strategy and long-term sustainable success, having regard to alignment with the Company's purpose and values and workforce remuneration. Details on the role of the Committee are set out in its terms of reference, which are reviewed annually and are available at www.rank.com. The Committee Chair reports to the Board after each meeting, to highlight any matters of significance and make recommendations deemed appropriate for Board approval. # Effectiveness of the Committee During the year, an external review of the Committee's performance was undertaken in parallel with broader consideration of Board performance. The review concluded that the Committee operates effectively. The Committee has identified the following area of focus for FY2027: - Shareholder engagement for the Remuneration Policy renewal to ensure that the remuneration philosophy is clear and how we will align outcomes with the Group's strategic priorities and shareholder experience is well understood. ➤ Further details on the evaluation process are set out on page 60. # Dear Shareholders I am pleased to present the Directors' Remuneration Report for 2025/26. In this statement, I describe the key items considered by the Committee during the financial year, more detail of which can be found within our Annual Report on Remuneration, presented in line with the Directors' Remuneration Policy (the policy). The policy was approved by shareholders at the 2024 AGM and is available at www.rank.com. The report will be put to an advisory vote at the 2026 AGM. # Overview of 2025/26 # Performance This year, the Group delivered continued performance improvements across its businesses, focusing on converting revenue growth effectively into profit and the creation of long-term value. Revenue has grown in all businesses for a fourth consecutive year. Venues performance remained strong, supported by improvements in customer engagement, spend and gaming machine optimisation across Grosvenor, Mecca and Enracha. Digital also delivered revenue growth, reflecting ongoing enhancements to the platform and customer proposition, while the UK business took targeted cost actions in response to the increase in Remote Gaming Duty, protecting key areas of performance marketing and customer incentives. The Group's focus on safer gambling continued through the enhanced use of technology, strengthened risk management processes and ongoing investment in colleague capability. Safer gambling continues to remain of utmost importance to the business. Employee engagement remained strong and stable despite a challenging year, indicating that the People Plan continues to support and improve the colleague experience across the Group. Environmental performance also continued to progress, with reductions in CO₂ emissions ahead of target for the year, reflecting continued embedding of the Group's ESG approach. This was further reinforced by the adoption of revised environmental targets during the year, including a 75% reduction in Scope 1 and Scope 2 emissions by 2030 and a commitment to achieve full net zero by 2050. # Board changes Earlier in the year we announced John O'Reilly's retirement. He stepped down as CEO from 29 January 2026 and left the company on 5 July 2026 after his contractual notice period. All remuneration arrangements relating to John's departure were consistent with the policy and the incentive plan rules. John continued to receive his base salary and contractual benefits until the end of his six month notice period (5 July 2026). He was eligible to receive a bonus in respect of FY2026, pro-rated for his period of active service to 30 January 2026 subject to performance and deferral requirements. John will not be granted a 2026 long-term incentive plan (LTIP) award. ➤ Further details are set out on page 83. 72 The Rank Group Plc 2026 Annual Report --- Remuneration Committee Report The Committee determined John should be treated as a good leaver for the purposes of his outstanding LTIP and deferred bonus plan (DBP) awards. Unvested LTIP awards will be pro-rated for time served and remain subject to their performance conditions, assessed at the end of the original performance periods. Unvested DBP awards will vest in line with their original timeframe. Richard Harris was originally appointed Interim CEO with effect from 30 January 2026 to help ensure an orderly transition of responsibilities following the retirement of John O'Reilly. The Committee approved an interim base salary set at £500,000 for this period. No other changes were made to Richard's benefits, LTIP awards or other terms of employment. The Board conducted a thorough search for a permanent CEO and was delighted to appoint Richard Harris to this role effective from 13 July 2026. Richard has been the CFO at Rank since May 2022 and has extensive knowledge of this business and a track record of driving business performance and the strategic leadership required to maximise shareholder returns. The Committee approved a permanent base salary of £530,000, below that of his more experienced predecessor, with the overall CEO compensation package set within the parameters of the policy and current CEO pay structure. Total compensation is positioned broadly around median against FTSE companies of a similar market capitalisation, and in the lower half of practice within the FTSE 151-350 (reflecting Rank's relative size compared to the latter group). ➤ Further details are set out on page 87 to 90. Cliff Baty has been appointed Interim CFO to help the business through the CFO transition period, but has not been appointed to the Board of Directors. His remuneration arrangements are therefore not disclosed in this report. ### **Outturn for 2025/26** #### **Annual bonus plan** The 2025/2026 bonus had weightings of 75% on Group underlying profit after tax; 10% on NGR; and 15% on ESG metrics. Previously, the annual bonus plan for Executive Directors' applied adjusted Earnings Before Interest and Tax as the profit metric. During the year, the Committee agreed to change the profit metric. Group underlying profit after tax was determined to be the most appropriate form of profit metric as it provides the closest alignment to bottom-line financial performance and the underlying shareholder experience. Based on an assessment of performance against these objectives, the formulaic outcome would be 36.4% of maximum opportunity. ➤ Further details are set out on pages 78 and 79. #### **Long Term Incentive Plan (LTIP) 2023** The 2023 LTIP award covered the period from 2023/24 to 2025/26; and had weightings of 30% on earnings per share (EPS), 40% on total shareholder return (TSR) (split evenly between relative performance against a sector and index peer group), and 30% on strategic metrics. The formulaic outcome of the LTIP resulted in vesting of 64.5% of maximum opportunity. ➤ Further details are set out on page 79. ### **Discretion for 2025/26** #### **Annual bonus plan** Each year the Committee reviews the bonus outcomes in the context of the Group's underlying business performance, management of risk and the broader stakeholder experience. The Committee retains discretion to adjust incentive outcomes based on this review. The Committee considered all control events during the year, notably the payment fraud identified in our Spanish business and the proposed regulatory settlement with the Gambling Commission in relation to historical issues in Grosvenor Casinos. Recognising that these events are ultimately overseen by the Executive Directors and had a direct impact on our financial results and the broader stakeholder experience, the Committee considered it was appropriate to reduce the Executive Directors 2025/26 bonus outcome by 35%. As a result of these discretionary adjustments, overall bonus outcomes were 23.6% of maximum for John O'Reilly and 23.6% of maximum for Richard Harris. The Committee agreed that the adjusted bonus payments were commensurate with the financial and non-financial performance contribution demonstrated through the year. #### **Long Term Incentive Plan (LTIP) 2023** The Committee is comfortable that the LTIP outcome is reflective of the business performance and wider stakeholder experience during the three-year performance period and has not exercised any discretion over this outcome. ➤ Further details are set out on pages 78 and 79. ### **Opportunity for 2026/27** #### **Annual bonus plan** In accordance with the policy the maximum bonus opportunity for 2026/27 remains 175% of salary for the CEO. The Committee approved minor changes to the metrics for the 2026/27 bonus to ensure continued alignment with business priorities. Financial measures will continue to have a 85% weighting, with 65% to be assessed on Group underlying profit after tax and 20% on net gaming revenue to reflect the continued focus on top-line growth. The remaining 15% is based on a combination of strategic and ESG measures. The Committee considers that this balance is appropriate to drive short-term delivery across our key financial and non-financial success factors. A safer gambling underpin will continue to apply for the entirety of the annual bonus recognising its importance for our business and investors. The Committee will continue to consider performance in the round in determining bonus outcomes and retains the flexibility to exercise discretion to ensure bonus outcomes remain appropriate. ➤ Further details are set out on pages 87 and 88. #### **LTIP 2026** There are no changes proposed to the current LTIP metrics, which align closely with the drivers of the Company's long-term performance and strategy. Awards have a 40% weighting on TSR (split evenly between a bespoke gambling and leisure sector peer group; and the FTSE 250 index excluding investment trusts), a 30% weighting on EPS and a 30% weighting on return on capital employed (ROCE). ➤ Further details are set out on page 88. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 73 --- Remuneration Committee Report Strategic Report Governance Report Financial Statements **Base salary (wider workforce)** The average increase received by other Executive Committee members was 1.5%. The average overall increase across the total workforce was 2.8%, applied from 1 April 2026. **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 59 of this report. Through this role, myself and the executive team remain responsive to colleagues' questions on remuneration and the company's broader pay approach through townhall, employee voice and localised listening sessions, supporting open dialogue and transparency. The Committee remains mindful of the pay and conditions for the wider workforce when making decisions on executive pay. **Looking forward** Over the course of the next financial year, in line with the triennial cycle, the Committee will review the Remuneration Policy approved by shareholders in 2024 to ensure it remains effective and aligned with the Group's strategy, priorities and external environment. The Committee will engage with shareholders and wider stakeholders on any key changes before the Remuneration Policy is presented to the 2027 AGM for shareholder approval. The Committee will continue to focus on setting stretching but realistic incentive targets that reflect Rank's continued growth momentum and earnings performance, while ensuring the bonus and LTIP support motivation and retention, drive the right performance and behaviours, and align executive outcomes with the shareholder experience. In our reporting we will seek to remain clear on pay and performance, demonstrate how our decisions support the Group's strategy and remain open to investor views on remuneration. The Committee and I welcome any questions you may have on the policy and its implementation as well as other reward topics. I look forward to receiving your support for our Annual Report on Remuneration at the 2026 AGM. As recently announced, I will step down as Remuneration Committee Chair after the AGM on 8 October and Katie McAlister, who has served as a member of the Remuneration Committee since her appointment to the Board in April 2021, will be appointed in an interim capacity at that time. **Lucinda Charles-Jones** Chair of the Remuneration Committee 74 The Rank Group Plc 2026 Annual Report --- Remuneration at a glance # 2025/2026 outcomes # Key metrics for annual bonus plan 2025/26 | | Weighting | Basis of calculation | Outcome achieved (% maximum) | | --- | --- | --- | --- | | Net gaming revenue (NGR) | 10% | £832.2m | 21.0% | | Group underlying profit after tax (Group Underlying PAT) | 75% | £48.3m | 34.0% | | Environmental, Social and Governance (ESG) measures | 15% | 3 of 4 bonus KPIs achieved at or above target | 58.5% | | 2025/26 bonus outcome | | 36.4% of maximum | | | 2025/26 bonus outcome (post discretionary adjustment) | | 23.6% of maximum | | # Key metrics for the LTIP awarded in 2023 | | Weighting | Actual | Outcome achieved (% maximum) | | --- | --- | --- | --- | | 3-year total shareholder return (index) | 20% | 12.6% | 0.0% | | 3-year total shareholder return (Sector) | 20% | 12.6% | 100.0% | | Underlying earnings per share | 30% | 10.5p | 91.7% | | Digital net gaming revenue | 10% | £249.3m | 0.0% | | Venue net gaming revenue | 10% | £585.7m | 100.0% | | Group earnings before interest and tax (EBIT) margin | 10% | 9.4% | 70.0% | | 2023 LTIP vesting | | 64.5% of maximum | | # Aligning incentives with strategy | Plan | Measures for 2025/26 | Strategic Pillars | | --- | --- | --- | | Annual bonus | Group Underlying PAT, NGR & ESG KPIs. | 1, 2, 3, 4, 5 | | Long-term incentive | Total shareholder return (index and sector peer comparator), underlying earnings per share, digital and venue NGR and Group EBIT margin | 1, 2, 3, 5 | Please see pages 8 and 9 for our Strategic Pillars. # Aligning outcomes with the wider workforce | Plan | Executive Directors | Management | All employees | | --- | --- | --- | --- | | **Salary** | Richard Harris was appointed Interim CEO on 30 January 2026 and his salary was increased to £500,000 at that point. No further increases were made during the year. John O'Reilly stepped down as CEO on 29 January 2026, and therefore did not receive a salary increase. | The average increase in salary applied in April 2026 was 1.5%. | The average increase in salary applied in April 2026 across the Group was 2.8%. | | **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. | 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. | | **Annual bonus** | Bonus for the year ended 30 June 2026 aligned to Group Underlying PAT, NGR and ESG outcomes, with a safer gambling underpin. | Bonus for the year ended 30 June 2026 aligned to adjusted EBIT, NGR and ESG outcomes, with a safer gambling underpin. | Bonus for the year ended 30 June 2026 aligned to adjusted EBIT and scorecard measures, including employee engagement and safer gambling. | | **Long-term incentive** | 2023 LTIP award vesting based on outcomes for the three-year performance period ended 30 June 2026 of relative TSR, EPS and strategic objectives targets; digital and venues NGR, Group EBIT margin. | 2023 LTIP award vesting based on outcomes for the three-year performance period ended 30 June 2026 of relative TSR, EPS and strategic objectives targets for eligible senior leadership. | Not applicable. | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 75 --- Strategic Report Governance Report Financial Statements ## Remuneration Annual Report This section of the report outlines how the Committee implemented the Directors' Remuneration Policy (the policy) in the financial year. ### The role of the Committee The Committee has been constituted by the Board to determine the Remuneration Policy and packages for Executive Directors and senior management to support the strategy and long-term sustainable success of the company while being aligned with the Company's purpose and values and workforce remuneration. Details on the role of the Committee are set out in the terms of reference, which is reviewed annually and is available at www.rank.com. The Chair of the Committee reports to the Board after each meeting, to highlight any matters of significance and make recommendations deemed appropriate for Board approval. ### The Committee's key activities during the year | Topic | Items discussed and outcomes | | --- | --- | | **Board & executive changes** | Retirement of Board Chair and appointment of new Board Chair | | | Retirement of CEO and appointment of Interim and Permanent CEO | | | Appointment of Interim CFO | | | Agreeing exit arrangements for certain Executive Committee members | | **2025/26 outcomes** | Amended 2025/26 annual bonus approach for Executive Directors with Group underlying profit after tax (Group Underlying PAT) replacing existing Group EBIT measure to foster greater alignment to the shareholder experience | | | Determined the achievement of the incentive outcomes for the 2025/26 annual bonus and the 2023 LTIP award | | | Considered the application of discretion to Executive Directors and key personnel in relation to 2025/26 bonus outturn | | **2026/27 targets** | Agreed 2026/27 annual bonus approach retaining weighting of 85% for financial measures and 15% towards refreshed ESG targets and strategic objectives | | | Agreed 2026/27 LTIP award targets and participants | | **Stakeholder engagement** | Frequent governance, regulatory, market and peer trends updates | | | Wider workforce remuneration and engagement | 76 The Rank Group Plc 2026 Annual Report --- Strategic Report Governance Report Financial Statements ## Remuneration Annual Report ### Historic CEO pay and total shareholder return chart (unaudited) The tables below show CEO total remuneration over the last ten years and their achieved annual variable and long-term incentive pay awards as a percentage of the maximum. #### Richard Harris From 30 January 2026 | | | Single figure of total remuneration^{1} | Annual bonus payout rate against maximum opportunity | LTIP vesting rates against maximum opportunity | | --- | --- | --- | --- | --- | | 2025/26 | (5 months) | £983,117 | 23.6% | 64.5% | 1. Richard Harris was appointed as interim CEO on 30 January 2026. Single figure of total remuneration is based upon time in both CFO and interim CEO roles across the year. #### John O'Reilly From 7 May 2018 until 30 January 2026 | | | Single figure of total remuneration^{2,3} | Annual bonus payout rate against maximum opportunity | LTIP vesting rates against maximum opportunity | | --- | --- | --- | --- | --- | | 2025/26 | (7 months) | £885,785 | 23.6% | 64.5% | | 2024/25 | (12 months) | £1,547,307 | 93.75% | 2.6% | | 2023/24 | (12 months) | £1,123,534 | 65.60% | 0% | | 2022/23 | (12 months) | £620,488 | 4.50% | 0% | | 2021/22 | (12 months) | £584,760 | 0% | 0% | | 2020/21^{4} | (12 months) | £743,329 | 0% | 6.10% | | 2019/20 | (12 months) | £552,238 | 0% | n/a | | 2018/19 | (12 months) | £580,328 | 0% | n/a | 2. John O'Reilly's single figure of remuneration relates to period of active service to 30 January 2026. 3. 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. 4. Includes full vesting of the 2017/18 LTIP in 2020/21 (notwithstanding that it is only accessible to the CEO in accordance with a three-year vesting schedule) #### Henry Birch From 6 May 2014 until 7 May 2018 | | | Single figure of total remuneration | Annual bonus payout rate against maximum opportunity | LTIP vesting rates against maximum opportunity | | --- | --- | --- | --- | --- | | 2017/18 | (10 months) | £487,006 | 0.00% | n/a | | 2016/17 | (12 months) | £2,054,662 | 63.15% | 37.50% | 82 The Rank Group Plc 2026 Annual Report --- Remuneration Annual Report # **Total shareholder return (TSR)** The graph below shows the value, by 30 June 2026, of £100 invested in The Rank Group Plc on 30 June 2016, compared with the value of £100 invested in the FTSE 250 Index excluding investment trusts on the same date. This index has been chosen to align with how we assess TSR performance under the LTIP. ![img-3.jpeg](img-3.jpeg) ● The Rank Group Plc ● FTSE 250 (excluding investment trusts) Source: Datastream # **Payments for loss of office (audited)** John O'Reilly received fixed pay (salary, pension and benefits) of £251,912 during his contractual notice period up to 5 July 2026, when he left employment at the Rank Group. John was also paid a contribution of £3,500 plus VAT in respect of legal costs related to his departure. He was eligible for a pro-rated bonus of £133,830 in respect of 2025/26, in line with the Remuneration Policy. Given John's retirement, the Committee deemed John to be a good leaver for the purposes of his outstanding LTIP and DBP awards. Unvested LTIP awards were pro-rated for time served, and remain subject to their performance conditions, assessed at the end of the original performance periods. All LTIP awards will remain subject to a two-year post-vesting holding period. Unvested DBP awards will vest in line with their original timeframe. All awards will remain subject to malus and clawback provisions. John will comply with the Company's post-employment shareholding guideline for two years following cessation of employment. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 83 --- Strategic Report Governance Report Financial Statements ## Remuneration Annual Report ### Payments to former directors (audited) No payments were made to former directors during the year ended 30 June 2026. ### Directors' shareholdings and interests (audited) The tables below set out the beneficial interests of the directors (or any connected persons) in the ordinary shares of the Company and for the Executive Directors, a summary of the outstanding share awards at 30 June 2026. | Non-Executive Directors | Shares held | | | --- | --- | --- | | | 30 June 2026 | 30 June 2025 | | John Ott | 19,691 | n/a | | Karen Whitworth | 20,000 | 20,000 | | Lucinda Charles-Jones | 20,000 | 20,000 | | Katie McAlister | 0 | 0 | | Keith Laslop | 22,000 | 22,000 | | Christian Nothhaft | 30,000 | 0 | Executive Directors are subject to share ownership guidelines of 200% of salary. The guidelines were previously suspended due to the Company's limited free float following Guoco Group Limited's general offer in 2011. Following the reduction of the UK Listing Rules free float requirement from 25% to 10% in 2021, the Committee lifted the suspension and reinstated the guidelines from 1 July 2022. Executive Directors have five years to build up the required shareholding. All shares owned beneficially, any time-based awards including DBP award shares and if ever applicable, any vested but unexercised performance-based LTIP awards, both on a notional post-tax basis are considered to count towards the shareholding requirement. Until holding requirements are met, Executive Directors must retain at least 50% of any net vested share awards. Under the post-employment shareholding requirement, Executive Directors must retain a holding equivalent to 200% of salary at cessation, or, if lower, their actual shareholding at cessation, for two years from that date. Calculations are based on a share price of 94.9p per share (being the closing MMQ price of a Rank share on 30 June 2026). | Executive Directors | | Salary | Shares held | | Conditional share awards | | | Shareholding requirement % of salary | Shareholding at 30 June 2026 % of salary^{4} | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 30 June 2026 | 30 June 2025 | Unvested time-based DBP share awards^{1} | Unvested performance-based LTIP share awards^{2} | Vested unexercised LTIP share awards | | | | **Current** | Richard Harris^{3} | £500,000 | 285,647 | 276,018 | 164,488 | 1,598,590 | – | 200% | 71% | | **Past** | John O'Reilly^{4} | £551,668 | 387,826 | 369,095 | 327,597 | 1,954,806 | – | 200% | 97% | 1. These include share awards granted to Executive Directors under the Company's DBP in respect of 2024/25 and are subject to continued employment for two years. The DBP is described in more detail on page 81. 2. These include share awards granted to Executive Directors under the Company's LTIP granted in 2023, 2024 and 2025 and are subject to performance conditions which can be found in the relevant year's annual report. 3. Shareholdings shown for Richard Harris represent 87% of his new salary as at 12 July 2026, following his appointment as permanent CEO. 4. Shareholdings shown for John O'Reilly are as at 29 January 2026 (the date he stepped down from the Board). He is required to retain his current holding for two years from that date. 5. Between 1 July 2026 and the date of this report, there were no changes in the beneficial interests of Richard Harris. 84 The Rank Group Plc 2026 Annual Report --- Remuneration Annual Report Dilution limits (unaudited) The terms of the Company's current share plans, the Deferred Bonus Plan (DBP) and Long-Term Incentive Plan (LTIP), limit the number of newly issued shares that may be issued to satisfy awards. In line with the Investment Association guidance at the time of drafting, these limits restrict overall dilution under all plans to under 10% of issued share capital over a ten-year period, with a further limit of 5% in any ten-year period for executive plans. Presently, the Company does not satisfy awards granted under the DBP or LTIP with newly issued shares. Any awards which are required to be satisfied by market-purchased shares are excluded from the calculations, including all awards under the DBP or LTIP. No treasury shares were held or utilised in the year ended 30 June 2026. The Committee will continue to monitor the position and prior to the making of any award consider any possible effect of potential vesting to ensure that the Company remains within these limits. 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). | | 2025/26 | 2024/25 | Percentage change | | --- | --- | --- | --- | | Overall expenditure on pay^{1} | £270.3m | £271.1m | -0.3% | | Dividend paid in the year | £13.8m | £7.0m | 97% | | Share buyback | nil | nil | n/a | 1 Restated to £271.1m versus £270.9m in last year's 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, Option C has been chosen 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 2026, the total remuneration is calculated on a similar basis as the CEO 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. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 85 --- Strategic Report Governance Report Financial Statements # Remuneration Annual Report The first table below shows the ratio of CEO pay in 2025/26, using the single total figure remuneration as disclosed on page 77 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 | | --- | --- | --- | --- | | 2026 | 49:1 | 47:1 | 39:1 | | 2025 | 59:1 | 58:1 | 47:1 | | 2024 | 47:1 | 46:1 | 36:1 | | 2023 | 28:1 | 26:1 | 21:1 | | 2022 | 30:1 | 28:1 | 23:1 | | 2021 | 39:1 | 38:1 | 30:1 | | 2025/26 | Salary | Total pay and benefits^{1} | | --- | --- | --- | | CEO^{1} | £531,663 | £1,324,044 | | 25th percentile | £26,437 | £27,230 | | 50th percentile | £27,373 | £28,194 | | 75th percentile | £32,802 | £33,786 | 1. CEO single remuneration figure is an aggregate of John O'Reilly and Richard Harris based on time served as CEO. The above figures show a reduction in the median pay ratio for 2025/26. The decrease in CEO pay ratio has largely been driven by a reduction in bonus outcomes for 2025/26, as well as the CEO transition that occurred during the year. ## 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 2025. The published results show across all UK-based employees, our median gender pay gap for April 2025 is 3.6%. This is a decrease of 0.7 percentage points year-on-year, demonstrating an improvement over the year. Our mean gender pay gap also demonstrated an improvement, reducing from 11.7% to 9.2%. Rank recognises the need to address the representation of women at senior levels in the business as the gender pay gap is impacted by this. We aim to increase the representation of women in our teams that support venues in professional and management positions to further close the gender pay gap by continuing to focus on recruitment, career development and internal progression. We are actively working to promote and attract more women into senior roles and into areas of our business which are underrepresented by women. An essential part of our ED&I strategy is to nurture a strong pipeline of diverse talent, including the representation of women. As of the snapshot date, 36% of women make up our managerial population. 86 The Rank Group Plc 2026 Annual Report --- Remuneration Annual Report # **Advisers to the Committee (unaudited)** The Committee was advised by Deloitte as external remuneration advisers. Deloitte was appointed by the Committee as its principal adviser in August 2023, following a robust tender process. Deloitte is a founding member of, and adheres to, the Remuneration Consultants' Code of Conduct, which can be found at www.remunerationconsultantsgroup.com. During the year, the Committee requested advice 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 did not provide any material 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. Deloitte fees totalled £82,925 for services provided to the Committee during the year (fees are based on hours spent). # **Statement of shareholder voting (unaudited)** The following table shows the results of the advisory vote on the Remuneration Annual Report at the 2025 AGM and the binding vote on the Remuneration Policy at the 2024 AGM, including votes independent of our major shareholder. | | Votes for (and % of votes cast) | Votes against (and % of votes cast) | Proportion of shares voted | Votes withheld | | --- | --- | --- | --- | --- | | **All votes cast** | | | | | | Remuneration Annual Report (2025 AGM) | 149,044,853 (99.36%) | 964,768 (0.64%) | 32.02% | 282,286,338^{1} | | Directors' Remuneration Policy (2024 AGM) | 422,246,719 (98.25%) | 7,499,410 (1.75%) | 91.74% | 26,446 | | **Voting independent of our major shareholder** | | | | | | Remuneration Annual Report (2025 AGM) | 149,044,853 (99.36%) | 964,768 (0.64%) | 32.02% | 282,286,338^{1} | | Directors' Remuneration Policy (2024 AGM) | 140,021,613 (94.92%) | 7,499,410 (5.08%) | 79.23% | 26,446 | $^{1}$ The major shareholder elected to withhold their vote. A vote withheld is not a vote in law and does not count for or against that resolution. # **Implementation of policy in 2026/27 (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 2027. Current base salaries are as follows: - Upon his appointment as permanent CEO from 13 July 2026, Richard Harris's salary was set at £530,000 (around 4% below his predecessor's), which was deemed appropriate given his experience at Rank and in the gambling sector, market practice and the importance of his ongoing responsibilities. There are no planned changes to any benefits or allowances for the CEO role. # **Pension policy** There will be no change to current pension arrangements with Executive Directors receiving allowances in lieu of pension contributions. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 87 --- Strategic Report Governance Report Financial Statements Remuneration Annual Report ### Annual bonus In line with the policy, the maximum bonus potential remains at 175% of salary for the CEO. 85% of the maximum bonus opportunity will remain based on financial measures, split between the following: - 65% based on group underlying profit after tax - 20% based on net gaming revenue (NGR) The remaining 15% of bonus opportunity is based on strategic objectives and ESG targets, including improving the colleague engagement score via the employee opinion survey and customer engagement with safer gambling measures. 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 the CEO's salary will be deferred into shares for two years. The remainder will be payable in cash. ### Long-term incentives It is anticipated that an annual award will be made to the CEO in 2026/27 with the same measures as the 2025/26 plan. 40% of the award will vest by reference to relative total shareholder return, with 20% by reference to performance against a bespoke gambling and leisure comparator group 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). In line with the policy, it is intended that the CEO will receive an award at 175% 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 2028/29 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. | Measure | Weighting | Threshold target (25% of maximum) | Stretch target (100% of maximum) | | --- | --- | --- | --- | | Total shareholder return - Sector^{1} | 20% | Median | Outperform median by 25 percentage points | | Total shareholder return - Index | 20% | Median | Outperform median by 25 percentage points | | Underlying earnings per share (EPS) | 30% | 13.8p | 18.7p | | Return on capital employed (ROCE) | 30% | 20.1% | 25.6% | | Total | 100% | | | 1 Vesting of the total shareholder return measures will be subject to performance against both a customised comparator group from the gambling and broader leisure sectors and the FTSE 250 (excluding investment trusts), equally weighted. 88 The Rank Group Plc 2026 Annual Report --- Remuneration Annual Report # **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** | Richard Harris was appointed Interim CEO on 30 January 2026 and his salary was increased to £500,000 upon appointment. Following his appointment as permanent CEO, his salary was set at £530,000 (around 4% below his predecessor's). | The average increase in salary in April 2026 across the Group was 2.8%, including an average increase of 1.5% 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 Group underlying PAT, NGR, strategic objectives and ESG outcomes. | Award levels vary by seniority. For 2026/27, 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** | 2026 LTIP award (to be awarded during 2026/27) 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. | # **Non-Executive Director fees** Non-Executive Director annual base and additional fees effective 1 July 2026 comprise: | Position | Fee | | --- | --- | | Board Chair | £223,300 | | Base Non-Executive annual fee | £55,724 | | Audit Committee Chair | £9,643 | | Remuneration Committee Chair | £9,643 | | ESG and Safer Gambling Committee Chair | £9,643 | | Senior Independent Director | £6,430 | John Ott's fee was set on appointment at £220,000, which is in line with market practice in companies of a similar size and complexity to Rank. The Committee subsequently agreed to increase the Chair's fee to £223,300 (an increase of 1.5%) with effect from 1 July 2026. Non-Executive Directors also received an increase in fees of 1.5% effective from 1 July 2026. These increases are below the overall pay increase for the wider workforce of 2.8%. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 89 --- Strategic Report Governance Report Financial Statements Remuneration Annual Report # Directors' service contracts and letters of appointment (unaudited) Copies of the Executive Directors' service contracts and the Non-Executive Directors' letters of appointment are held at the company's registered office and are available to shareholders for inspection on request. As recently announced, Karen Whitworth will step down as Senior Independent Director and Audit Committee Chair at the end of August and Lucinda Charles-Jones will step down as Remuneration Committee Chair and designated Non-Executive Director for workforce engagement after the AGM on 8 October. Both are excluded from the table below. Requests should be sent by email to company.secretary@rank.com | Directors standing for re-election at the 2026 AGM | Date of service contract/ Letter of appointment | Expiry of current term | | --- | --- | --- | | John Ott | 10 November 2025 | 16 November 2028 | | Richard Harris | 12 July 2026 | 12 months rolling | | Katie McAlister | 26 April 2021 | 27 April 2027 | | Keith Laslop | 16 August 2023 | 30 August 2032 | | Christian Nothhaft | 29 November 2024 | 28 November 2027 | The Remuneration Report has been approved by the Board of Directors and signed on its behalf by: # Lucinda Charles-Jones Remuneration Committee Chair 12 August 2026 90 The Rank Group Plc 2026 Annual Report --- Directors' Report This report contains the information the Company and the Group are required to disclose in the Directors' Report under the Companies Act 2006 (the Act), the FCA UK Listing Rules (UKLR), the Disclosure Guidance and Transparency Rules (DTR) and the UK Corporate Governance Code 2024 (the Code). It should be read together with the Strategic Report on pages 3 to 52 and the Corporate Governance Report on pages 53 to 93. Certain information that would otherwise be required in this Directors' Report has been incorporated by reference from the Strategic Report, in accordance with Section 414C(1) of the Act. Together, the Strategic Report, this Directors' Report and the relevant sections of the Corporate Governance Report incorporated by cross-reference comprise the Management Report required under DTR 4.15R. Cross-references to relevant disclosures are provided in the table that follows. The majority of the disclosures required under UKLR 6.6.1R do not apply to the Group except for those referenced in the table or included in this directors Report. | Disclosure | Location | | --- | --- | | Allotment of equity securities (UKLR 6.6.1R) | 92 | | Annual General Meeting (AGM) | 162 | | Corporate Governance statement and reporting | 54, 53-93 | | Controlling shareholder (UKLR 6.6.1R) | 92 | | Directors' interests | 76-90 | | Directors' statement of responsibility | 93 | | Culture, Diversity and Inclusion | 19, 23, 28, 59 | | Directors who served during the year | 56, 91 | | Long-Term Incentive Plans (UKLR 6.6.1R) | Note 28, 80-81, 88 | | Financial instruments and financial risk management | Notes 19-20 | | Financial review | 10-20 | | Future developments | 3-52 | | Viability statement and going concern | 51-52 | | Governance and risk management for climate change | 30-36 | | Post-balance sheet events | Note 33 | | Key performance indicators | 8-9, 20 | | People and development | 19, 23, 28 | | Research and development | 3-52 | | Risk management and internal control | 41-48, 68-69 | | Engagement with employees | 18-19, 21, 23, 59 | | Engagement with external stakeholders | 18-19, 21-25 | | Streamlined Energy and Carbon Reporting | 37-39 | | Waiver of dividends (UKLR 6.6.1R) | 92 | ### Articles of Association The Company's articles of association (the 'Articles') may be amended by way of special resolution in accordance with the Act. Copies are available at Companies House and on the Company's website. ### Directors Details of the Board of Directors at the date of this report and their biographies are set out on page 56. The following directors retired during the year: | Name | Position | Retirement date | | --- | --- | --- | | John O'Reilly | CEO | 29 January 2026 | | Alex Thursby | Chair | 15 October 2025 | Directors' interests in the shares of the company are set out in the Directors' Remuneration Report on page 84. Directors are appointed and replaced in accordance with the Articles, the Act and the Code. Under the Articles, all directors will retire from office at the next AGM where they may stand for election or re-election by shareholders. The election and re-election of independent Non-Executive Directors will be conducted in accordance with UKLR 6.2.8R and if appropriate, UKLR 6.29R. ### Directors' indemnification The Company has granted directors a qualifying third-party indemnity, under the Act, which remains in force. The Group also maintains directors' and officers' liability insurance in respect of its directors and officers, and the directors of the Group's subsidiary companies. Neither the Company's indemnity nor insurance will provide cover if an indemnified individual is proved to have acted fraudulently or dishonestly. ### Conflicts of interest The Group has established procedures to identify, authorise and manage potential or actual conflicts of interest. Directors are required to disclose conflicts as they arise and, through an annual process, confirm any other directorships for review by the Nominations Committee and the Board. Where a conflict is authorised, the conflicted director is not involved in the related decision and is not counted in the quorum for its approval. ### Share capital The Company's issued share capital at 30 June 2026 comprised a single class of 468,429,541 ordinary shares of 13 8/9 pence each, all of which are fully paid up and listed on the London Stock Exchange. Details of movements in issued share capital can be found in Note 23 of the Financial Statements on page 155. ### Rights and obligations The rights and obligations attaching to the Company's ordinary shares are set out in full in the Articles and are subject to the Act. Holders of ordinary shares are entitled to receive the Company's Annual Report and attend and ask questions at general meetings, to appoint proxies and to exercise voting rights (with each share carrying one vote). ### Restrictions on transfer There are no special control rights or restrictions on the transfer of ordinary shares or on the exercise of the voting rights attached to them, except where the Company has exercised its rights under Part 22 of the Act, or where restrictions apply under the UK Listing Rules, the City Code on Takeovers and Mergers, or applicable Government sanctions. The Articles contain provisions governing the ownership and transfer of shares. The Rank Group Plc 2026 Annual Report 91 Strategic Report Governance Report Financial Statements --- Directors' Report Strategic Report Governance Report Financial Statements # **Directors' powers in relation to shares** **Allotment and issue of shares** Subject to the Act, the Articles and any shareholder authorities in force from time to time, the directors can allot shares and grant rights to subscribe for, or to convert any securities into shares in the Company on a pre-emptive basis or otherwise. At the date of this report, the Board has not sought or been granted authority from shareholders to allot shares or to grant rights to subscribe for or convert securities into shares, nor does it have authority to disapply statutory pre-emption rights. # **Purchase of own shares** The Company did not purchase any of its own shares during the financial year. The Board has no current intention to undertake a share buyback programme and will not seek authority to purchase the Company's own shares at the 2026 AGM. # **Directors' other powers** Subject to the Act and the Articles, and to any directions given by special resolution, the Board is responsible for the management of the Company's business and directors may exercise all the powers of the Company. # **Significant shareholders** # **Controlling shareholder** As at 30 June 2026, Guoco Group Limited ('Guoco'), a Bermuda-incorporated company listed on the Hong Kong Stock Exchange, held a controlling interest of 56.15% in Rank through its wholly-owned subsidiary, Rank Assets Limited (incorporated in the Cayman Islands). GuoLine Investment Assets Limited ('GuoLine', formerly known as GSL Holdings Limited), a Jersey-incorporated company, also held an indirect interest of 4.09% in Rank through its wholly-owned subsidiary, GuoLine (Singapore) Pte Ltd. During the year, the Company has operated in accordance with UKLR 6.2.3R. # **All major shareholdings** At 30 June 2026, the Company had been notified under DTR 5 of the following interests in voting rights in its shares. The information in the table was calculated at the date on which the relevant disclosures were made in accordance with the DTRs; however, the percentage of total voting rights held by each may have changed since the Company was notified. No notifications were received after 30 June 2026 up to the date of this report. | Shareholder | % total voting rights | | --- | --- | | Rank Assets Limited | 56.15% | | Aberforth Partners | 7.97% | | Lombard Odier | 5.25% | | Fidelity International | 5.05% | | GuoLine (Singapore) Pte Ltd | 4.09% | # **Dividend** An interim dividend of one pence per ordinary share was paid to shareholders on 13 March 2026. The Board is recommending a final dividend of 2.50 pence per ordinary share to be paid on 23 October 2026 to shareholders on the register of members at the close of business on 18 September 2026. This represents a total dividend of 3.50 pence per ordinary share for the year. # **Employee Benefit Trust** As at 30 June 2026, The Rank Group plc Employee Benefit Trust (the 'Trust') held 2,773,749 ordinary shares in the Company for the benefit of employees, to satisfy awards under the Company's share incentive plans. The Trust waived its right to the dividends paid during the year. The Trustee has agreed to waive its rights to all dividends payable by the Company on the ordinary shares held in the Trust. # **Change of control** The Company's revolving credit facility agreements contain provisions which, upon a change of control of the Company, may result in all outstanding amounts becoming immediately repayable, subject to the terms of those agreements. Change of control provisions may also affect licence to operate, as specified in the Gambling Act 2005, Gibraltar Gambling Act 2005, and the Spanish Gaming Act 2011. The Company does not have any agreements with its directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid. However, provisions of the Company's share incentive plans may cause awards granted to employees, including directors, to vest on a takeover. # **Overseas branches** The Company does not have any overseas branches within the meaning in Section 1046(3) of the Act. # **Political donations** No political donations were made during the financial year. It is Rank's policy not to make cash donations to political parties. However, as a precaution given the breadth of the definition of political donations in the Act, shareholder authority for political donations and expenditure will be sought at the forthcoming AGM. # **Information required by UKLR 6.2.23R** In its Full Year Trading Update on 14 July 2026, the Company provided the following guidance: - Underlying operating profit of at least £76m (previously, at least £68m). For the purposes of UKLR 6.2.23R, the Company confirms that 2025/26 underlying operating profit was £78.6m, in line with the previously announced guidance. # **Disclosure of information to auditor** Each of the directors of the Company at the date of this report confirms that: - so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and - they have taken all reasonable steps to ascertain any relevant audit information and to establish that the auditor is aware of such information. The Directors' Report was approved by a duly authorised committee of the Board of Directors on 12 August 2026 and signed on its behalf by: **Chloe Barry** Company Secretary 12 August 2026 92 The Rank Group Plc 2026 Annual Report --- Directors' responsibilities # Annual Report and Financial Statements The Directors, are responsible for preparing the Annual Report and the Financial Statements, in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. The directors have prepared the Consolidated and Parent Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK IAS), in compliance with the Act. Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Parent Company and the Group, and of the profit or loss for that period. In preparing these Financial Statements, the directors are required to: - Select suitable accounting policies 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 the UK IAS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and performance; - State whether the Act and applicable UK IAS have been followed, 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 Parent Company and Group will not continue in business. # Accounting records The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy, at any time, the financial position of the Company and enable them to ensure that the financial statements comply with the Act. # Safeguarding assets The directors are also accountable for safeguarding the assets of the Company and 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. Legislation, regulation and practice 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. The directors confirm to the best of their knowledge: - The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Parent Company and the undertakings included in the consolidation taken as a whole. - The Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the risks and uncertainties that they face. - 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 Company's performance, business model and strategy. The Statement of Directors' Responsibilities was approved by a duly authorised committee of the Board of Directors on 12 August 2026 and signed on its behalf by: Richard Harris Chief Executive Officer John Ott Chair Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 93 --- Strategic Report Governance Report Financial Statements # Financial Statements 94 The Rank Group Plc 2026 Annual Report --- # 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 2026 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 2026 which comprise: | Group | Parent company | | --- | --- | | Consolidated balance sheet as at 30 June 2026 | Balance sheet as at 30 June 2026 | | 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 33 to the financial statements, including: material accounting policy information | | Consolidated statement of cash flows for the year then ended | | | Related notes 1 to 33 to the financial statements, including: 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 FRC's 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. We have performed the following procedures: ### Managements' 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 2027 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 2027 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 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, analyst expectations and information obtained from other areas of the audit. 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 risk. - 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- Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 95 --- ## Independent auditor's report to the members of The Rank Group Plc 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. - We evaluated the impact of the proposed UK Gambling Commission settlement and fraud incidents, both of which were accounted for in the current year, on the Group's going concern assessment, including debt covenants, future cash flows, and potential downside scenarios. ### Bank covenant compliance - We reviewed the refinancing of the Company's borrowing facilities that was completed in the current year and checked that the terms attached to the new borrowing facility agreements were correctly factored into the going concern models reviewed. - We obtained all the group's existing borrowing facility agreements and performed a detailed examination of all agreements, to assess their continued availability to the Group throughout the going concern period and to ensure completeness of 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 and whether the required conditions have no more than a remote possibility of occurring. - 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 Group's ability to continue as a going concern for the period up to the 31 August 2027. ### Our key observations - The directors' assessment forecasts that the Group will maintain sufficient liquidity and covenant compliance throughout the going concern assessment period to 31 August 2027. We observed that, under management's base case forecast, the Group retains liquidity headroom and covenant compliance without reliance on any additional mitigating actions. - Management's assessment was further supported by a severe but plausible downside scenario, incorporating reductions in revenue and increases in costs relative to the base case. We observed that, under this scenario, the Group continues to maintain liquidity headroom and covenant compliance. To the extent mitigating actions are assumed, these comprise actions that are considered realistic, achievable and within management's control. - Management also performed a reverse stress test, representing an extreme but remote scenario involving a material deterioration in trading performance. This scenario assumes a greater level of management intervention than the downside scenario, through the implementation of a range of mitigating actions within management's control. Whilst management considers such circumstances to be remote, the analysis demonstrates that additional cost reduction and cash preservation measures could be deployed, if required, to maintain covenant compliance throughout the going concern assessment period. We note that management has performed an assessment to consider whether any events outside of the going concern period beyond 31 August 2027 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 June 2030 is more than three years from the end of the going concern period (31 August 2027) 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 2027. 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 the responsibilities 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. Strategic Report Governance Report Financial Statements 96 The Rank Group Plc 2026 Annual Report --- ## Independent auditor's report to the members of The Rank Group Plc ### 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 and central procedures on financial statements line items and audit areas as detailed in the 'Tailoring the scope' section below. | | --- | --- | | **Key audit matters** | Impairment and impairment reversal of tangible and intangible assets allocated to Grosvenor, Mecca, Enracha and UK Digital cash-generating units ('CGUs'), including Parent Company investment in subsidiaries Compliance with laws and regulations established by the Gambling Commission in the jurisdictions that the Group operates Manual adjustments to revenue | | **Materiality** | Overall group materiality of £3.9m which represents c.5% of adjusted earnings before interest and taxes. Parent Company is determined to be £6.2m which is 1% of equity | ### An overview of the scope of the parent company and group audits #### Scoping ##### Tailoring the scope 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 auditor, 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 centralised procedures would be performed on investments in subsidiaries (parent company), impairment of tangible and intangible assets, equity (Group and parent company), share-based payments, leases (IFRS 16), property-related provisions, loans and borrowings, separately disclosed items (SDIs), intercompany eliminations and balances, central adjustments, consolidation process and consolidation journal entries. In addition to Group oversight procedures, we, as the primary team, performed supplementary procedures on certain financial statements line items and areas audited by the component auditor being cash and short-term deposits, payment fraud incidents, income taxes, compliance with laws and regulations, deferred tax assets and deferred tax liabilities. We then identified 10 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 component 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 1 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 5 components ("full scope components"). For 5 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 1 component, we performed specified audit procedures to obtain evidence for one or more relevant assertions ("specified procedures component"). 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 Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 97 --- Strategic Report Governance Report Financial Statements # Independent auditor's report to the members of The Rank Group Plc # Involvement with component team 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 continued to follow a programme of planned visits that has been designed to ensure that the Senior Statutory Auditor and delegates visit key locations. 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, visit was undertaken by the primary audit team to the component team in Spain and a key location in Mauritius. These visits 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, compliance, cash and short-term deposits with respect to both Spain and Mauritius. Specific to Spain, we also performed review over the payment fraud incident and leases. The Group audit team interacted regularly with the component team 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 the component auditor 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 30 to 36 in the required Task Force On Climate Related Financial Disclosures. They have also explained their climate commitments on page 32. 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, 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. 98 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### b. Geographical information The Group operates in two main geographical areas: the UK and Continental Europe. #### i. Revenue from customers by geographical area based on location of customer | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | UK | 758.9 | 727.6 | | Continental Europe | 76.1 | 67.8 | | **Total revenue** | **835.0** | **795.4** | #### ii. Non-current assets by geographical area based on location of assets | | As at 30 June 2026 £m | As at 30 June 2025 (restated) £m | | --- | --- | --- | | UK | 645.3 | 624.0 | | Continental Europe | 70.5 | 70.5 | | **Total non-current assets** | **715.8** | **694.5** | With the exception of the UK, no individual country contributed more than 15% of consolidated sales or assets. #### c. Total revenue by income stream | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | **Revenue recognised under IFRS 9** | | | | Gaming win – Casino | 684.8 | 664.2 | | **Revenue recognised under IFRS 15** | | | | Gaming win – Bingo | 76.6 | 63.3 | | Gaming win – Poker | 26.6 | 23.4 | | Food and beverage | 41.9 | 40.8 | | Other | 5.1 | 3.7 | | **Total revenue recognised under IFRS 15** | **150.2** | **131.2** | | **Total revenue** | **835.0** | **795.4** | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 129 --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 ## d. Total cost analysis by segment To increase transparency, the Group includes 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 2026 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Digital £m | Grosvenor Venues £m | Mecca Venues £m | Enracha Venues £m | Corporate Costs £m | Total £m | | Employment and related costs | 30.3 | 161.9 | 48.4 | 20.1 | 9.6 | 270.3 | | Taxes and duties | 68.1 | 85.3 | 25.8 | 1.3 | 1.9 | 182.4 | | Direct costs | 54.0 | 35.4 | 16.8 | 3.6 | – | 109.8 | | Depreciation and amortisation | 11.1 | 32.2 | 12.2 | 2.9 | 1.3 | 59.7 | | Marketing | 39.1 | 7.5 | 6.9 | 2.7 | – | 56.2 | | Property costs | 0.6 | 11.1 | 5.3 | 0.8 | 0.3 | 18.1 | | Other | 9.5 | 28.4 | 18.8 | 1.9 | 1.3 | 59.9 | | Total costs before separately disclosed items | 212.7 | 361.8 | 134.2 | 33.3 | 14.4 | 756.4 | | | | | | | | | | Cost of sales | | | | | | 475.8 | | Operating costs | | | | | | 280.6 | | Total costs before separately disclosed items | | | | | | 756.4 | | | Year ended 30 June 2025 (restated) | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Digital £m | Grosvenor Venues £m | Mecca Venues £m | Enracha Venues £m | Corporate Costs £m | Total £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 | 20.0 | 3.1 | – | 110.9 | | Depreciation and amortisation | 11.8 | 29.8 | 10.3 | 1.7 | 1.5 | 55.1 | | Marketing | 39.5 | 7.0 | 5.6 | 2.6 | – | 54.7 | | Property costs | 0.6 | 9.9 | 4.2 | 0.6 | 0.5 | 15.8 | | Other | 8.8 | 29.1 | 19.7 | 1.3 | 0.9 | 59.8 | | Total costs before separately disclosed items | 202.4 | 346.3 | 136.0 | 30.1 | 15.8 | 730.6 | | | | | | | | | | Cost of sales | | | | | | 455.3 | | Operating costs | | | | | | 275.3 | | Total costs before separately disclosed items | | | | | | 730.6 | The Group reports segmental information on the basis by which the Chief Operating Decision-Makers utilise internal reporting within the business. 130 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### 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: | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | | Employee benefit expense (note 27) | **253.9** | 245.5 | | Cost of inventories recognised as expense | **21.5** | 21.5 | | Amortisation of intangibles | **10.7** | 11.8 | | Depreciation: | | | | - Owned assets (including £22.9m (year ended 30 June 2025: £20.2m) within cost of sales) | **25.3** | 22.2 | | - Right-of-use assets (including £21.8m (year ended 30 June 2025: £17.2m) within cost of sales) | **23.7** | 21.1 | | Amortisation and depreciation included within separately disclosed items | **2.3** | 4.2 | | Auditors' remuneration for services provided (see below) | **1.7** | 1.9 | During the year, the Group's auditors, Ernst & Young LLP, including its network firms, earned the following fees: | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | Audit services: | | | | - Fees payable to the Company's auditor for the Parent Company and consolidated financial statements | **1.8** | 1.8 | | Other services: | | | | - Non-audit services | **0.1** | 0.1 | | **Total auditors' remuneration** | **1.7** | 1.9 | The audit fees relating to the Parent Company were £35,000 (year ended 30 June 2025: £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. ### 4. Separately disclosed items (SDIs) | | Note | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | --- | | Impairment charges | 10, 11, 12, 13 | **(14.8)** | (18.3) | | Impairment reversals | 10, 11, 12, 13 | **13.8** | 11.7 | | Closure of venues | | **(0.9)** | 2.7 | | Amortisation of acquired intangible assets | | **(0.4)** | (2.4) | | Property-related provisions | | **(5.8)** | (6.2) | | Loss on payment fraud incident | | **(6.5)** | – | | Restructuring programme | | **(3.3)** | – | | Regulatory settlement provision | 22 | **(5.0)** | – | | Divestment of businesses | | **–** | 6.5 | | Fleet liability write-off | | **–** | 0.8 | | VAT refund from HMRC (in relation to a disposed business) | | **–** | 0.5 | | **Separately disclosed items^{1}** | | **(22.9)** | **(4.7)** | | Interest | 5 | **(0.4)** | (0.8) | | Taxation | 6 | **3.9** | 1.4 | | **Total separately disclosed items^{1}** | | **(19.4)** | **(4.1)** | 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 £14.8m relating to Grosvenor and Mecca venues (year ended 30 June 2025: £18.3m, as restated, relating to several Grosvenor, Mecca and Enracha venues) for a number of reasons, including lower than anticipated performances, further reduction in forecast earnings and a decision to close a number of venues. The Group also recognised a reversal of previously impaired assets of £13.8m relating to Grosvenor, Mecca and Enracha venues (year ended 30 June 2025: £11.7m relating to several Grosvenor, Mecca and Enracha venues). The reversals were driven by better than anticipated performance and improved outlook in the identified Grosvenor, Mecca and Enracha venues. 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. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 131 --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 ## Closure of venues During the current year, the Group recognised £1.3m profit on the sale of freehold land associated with a former Mecca site, offset by costs incurred of £2.2m relating to a number of Mecca venues, for additional closure costs that could not be provided for at the prior year end. In the prior year, the Group surrendered six leases in Mecca in respect of closed sites, resulting in a lease liability write-off of £2.8m. There were no corresponding lease assets outstanding at the time of the write-off, due to historical impairments. This gain was offset by costs incurred of £0.1m, relating to onerous contract costs, dilapidations and strip out costs on leased sites, and other directly related costs for sites that were identified for closure. ## 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 £0.4m (year ended 30 June 2025: £2.4m) relating to the acquired intangible assets of Stride and YoBingo, both of which are within the Digital segment. ## Property-related provisions In the current year, the Group has recognised dilapidation asset depreciation of £1.9m (year ended 30 June 2025: £1.8m) and interest on the dilapidation liability of £0.7m (year ended 30 June 2025: £0.8m), both recognised as separately disclosed items. Also included within property-related provisions is a net charge of £3.1m relating to additional provisions recognised and released during the year. A provision of £5.3m was recognised in relation to Mecca and Grosvenor venues and Corporate Costs, offset by releases of £0.9m and £1.3m in respect of Mecca and Grosvenor venues, respectively. See note 22 for further details. In addition to the above, the Group has recognised a loss of £0.8m relating to the derecognition of a right-of-use asset associated with an office property. In the prior year, a net charge of £4.4m, as restated, was incurred relating to additional provisions recognised and released. A provision of £6.2m, as restated, was recognised in relation to Corporate Costs, offset by releases of £1.7m and £0.1m in respect of Mecca and Grosvenor venues respectively. 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. ## Loss on payment fraud incident During the year, the Group's Spanish operations – Enracha and YoBingo – were affected by a payment fraud incident, resulting in a financial loss of £6.5m. This comprises losses of £3.0m in Enracha and £3.5m in YoBingo, inclusive of £0.2m of investigation-related fees and costs. Given the materiality and one-off nature of the incident, the loss has been classified as non-underlying and therefore excluded from underlying results within both the Enracha and Digital segments. ## Restructuring programme During the year, the Group commenced a restructuring programme which recognised one-off employee-related costs of £3.3m. These costs relate to the separation of colleagues whose roles were either removed from the Group's organisational structure as part of the restructuring programme or materially changed in scope or nature as a result of the programme. As these costs are infrequent and material in nature, they have been treated as separately disclosed items and, as such, are excluded from underlying results. There were no such costs recognised in the prior year. ## Regulatory settlement provision During the year, the Group recognised £5.0m in relation to a regulatory settlement provision. The provision reflects management's best estimate of the expenditure required to settle the matter based on the facts and circumstances known as at the reporting date. See note 22 for further details. ## Divestment of businesses During the prior 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 included 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 was partially offset by £0.1m of legal fees incurred, and £0.3m of assets that were classified as held for sale as at 30 June 2024. Interest income of £0.3m has been recognised in the current year, which relates to interest on the deferred consideration. ## Fleet liability write-off During the prior year, the Group derecognised £0.8m in respect of a fleet lease liability which had been terminated. The related right-of-use asset had previously been fully depreciated. No further lease payments were due under the agreement. This was considered to be a material, infrequent gain, and as such, was classified as a separately disclosed item. No such gain has been recognised during the current year. ## VAT refund from HMRC During the prior year, the Group received a refund of £0.5m in respect of historical VAT overpayments related to a disposed business of the Group. The refund related to an historical matter outside of the Group's ongoing operations; therefore, it was classified as a separately disclosed item. No such refund was received during 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. 132 The Rank Group Plc 2026 Annual Report --- # Notes to the financial statements For the year ended 30 June 2026 # 5. Financing | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | | Finance costs | | | | Interest on debt and borrowings | (3.3) | (3.9) | | Amortisation of issue costs on borrowings | (1.2) | (0.7) | | Interest payable on leases | (12.2) | (9.7) | | Total finance costs | (16.7) | (14.3) | | Finance income | | | | Interest income on short-term bank deposits | 0.8 | 0.7 | | Interest income on tax refund | – | 0.3 | | Total finance income | 0.8 | 1.0 | | Other financial losses^{1} | (0.2) | (0.1) | | Total net financing charge before separately disclosed items | (16.1) | (13.4) | | Separately disclosed items – interest | (0.4) | (0.8) | | Total net financing charge | (16.5) | (14.2) | 1. Other financial losses include foreign exchange losses on loans and borrowings. # 6. Taxation | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | | Current income tax | | | | Current income tax – UK | (0.3) | (0.6) | | Current income tax – overseas | (8.1) | (4.3) | | Current income tax on separately disclosed items | 1.2 | (0.8) | | Amounts under provided in previous period | (0.2) | – | | Total current income tax charge | (7.4) | (5.7) | | Deferred tax | | | | Deferred tax – UK | (5.5) | (4.4) | | Deferred tax – overseas | 0.9 | (2.1) | | Impact of rate changes on deferred tax | – | 0.5 | | Deferred tax on separately disclosed items | 3.2 | 2.2 | | Amounts under provided in previous period on separately disclosed items | (0.5) | – | | Amounts over provided in previous period | – | 2.2 | | Total deferred tax charge (note 21) | (1.9) | (1.6) | | Total tax charge in the income statement | (9.3) | (7.3) | The Rank Group Plc 2026 Annual Report 133 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 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 2025: 25.00%). The differences are explained below: | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | | Profit before taxation | 39.2 | 45.9 | | Tax charge calculated at 25.00% on profit before taxation (year ended 30 June 2025: 25.00%) | (9.8) | (11.5) | | Effects of: | | | | Expenses not deductible for tax purposes | (2.2) | (1.4) | | Difference in overseas tax rates | 3.4 | 3.9 | | Impact of rate changes on deferred tax | – | 0.5 | | Adjustments relating to prior periods | (0.7) | 2.3 | | Deferred tax not recognised | 0.2 | (0.3) | | Overseas tax credit | – | 0.5 | | Pillar Two top-up tax | (0.2) | (1.3) | | Total tax charge in the income statement | (9.3) | (7.3) | ## Tax on separately disclosed items The taxation impacts of separately disclosed items are disclosed below: | | Year ended 30 June 2026 | | | Year ended 30 June 2025 (restated) | | | | --- | --- | --- | --- | --- | --- | --- | | | Current income tax £m | Deferred tax £m | Total £m | Current income tax £m | Deferred tax £m | Total £m | | Net impairment charges | – | 0.2 | 0.2 | – | 1.4 | 1.4 | | Closure of venues | – | 1.8 | 1.8 | – | (0.7) | (0.7) | | Amortisation of acquired intangible assets | – | 0.1 | 0.1 | – | 0.2 | 0.2 | | Property-related provisions | – | 0.3 | 0.3 | – | 1.5 | 1.5 | | Loss on payment fraud incident | 1.2 | – | 1.2 | – | – | – | | Restructuring programme | 0.1 | 0.7 | 0.8 | – | – | – | | Divestment of businesses | (0.1) | – | (0.1) | (0.8) | (0.2) | (1.0) | | Fleet liability write-off | – | – | – | – | (0.2) | (0.2) | | Interest | – | 0.1 | 0.1 | – | 0.2 | 0.2 | | Amounts under provided in previous period | – | (0.5) | (0.5) | – | – | – | | Total tax credit (charge) on separately disclosed items | 1.2 | 2.7 | 3.9 | (0.8) | 2.2 | 1.4 | Tax effect of items within other comprehensive income | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | Current income tax credit on exchange movements offset in reserves | 0.3 | – | | Deferred tax credit on exchange movements offset in reserves | – | 0.2 | | Total tax credit on items within other comprehensive income | 0.3 | 0.2 | 134 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### Tax effect of items within the statement of changes in equity | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | Deferred tax (charge) credit on employee share schemes | (0.4) | 0.6 | | **Total tax (charge) credit on items within the statement of changes in equity** | **(0.4)** | **0.6** | ### Factors affecting future taxation UK corporation tax is calculated at 25.00% (year ended 30 June 2025: 25.00%) of the estimated assessable profit for the period. Taxation for overseas operations is calculated at the local prevailing rates. The factors that may affect future tax charges include the level and mix of profitability in different jurisdictions, changes in tax legislation and tax rates. 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%. The tax charge for the year ended 30 June 2026 includes a current tax charge of £0.2m (year ended 30 June 2025: £1.3m) relating to Pillar Two income taxes. The Group has applied the temporary mandatory exception from accounting for deferred taxes arising from any top-up tax due to the Pillar Two model rules. ## 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 loss for the year ended 30 June 2026 for the Company was £109.3m (year ended 30 June 2025: profit of £156.9m, as restated). ## 8. Dividends paid to equity holders | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £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 | | Final dividend for 2024/25 paid on 24 October 2025 – 1.95p per share | 9.1 | – | | Interim dividend for 2025/26 paid on 13 March 2026 – 1.00p per share | 4.7 | – | | **Dividends paid to equity holders** | **13.8** | **7.0** | A final dividend in respect of the year ended 30 June 2026 of 2.50p per share, amounting to a total dividend of £11.7m, is to be recommended at the Annual General Meeting on 8 October 2026. This dividend is not recognised as a liability in the consolidated balance sheet in line with the requirements of IAS 10: Events after the Reporting Period and is subject to shareholder approval. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 135 --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 # 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. The weighted average number of shares takes into account the weighted average effect of changes in Employee Benefit Trust shares during the year. | | Year ended 30 June 2026 | | | Year ended 30 June 2025 (restated) | | | | --- | --- | --- | --- | --- | --- | --- | | | Underlying | SDIs | Total | Underlying | SDIs | Total | | Profit (loss) attributable to equity shareholders | £49.3m | £(19.4)m | £29.9m | £42.7m | £(4.1)m | £38.6m | | Weighted average number of ordinary shares in issue | 466.8m | 466.8m | 466.8m | 468.4m | 468.4m | 468.4m | | Basic earnings (loss) per share | 10.5p | (4.1)p | 6.4p | 9.1p | (0.9)p | 8.2p | # 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 2026 | | | Year ended 30 June 2025 (restated) | | | | --- | --- | --- | --- | --- | --- | --- | | | Underlying | SDIs | Total | Underlying | SDIs | Total | | Weighted average number of ordinary shares in issue | 466.8m | 466.8m | 466.8m | 468.4m | 468.4m | 468.4m | | Effect of dilutive potential ordinary shares – share awards | 6.4m | – | 6.4m | – | – | – | | Number of shares used for fully diluted earnings per share | 473.2m | 466.8m | 473.2m | 468.4m | 468.4m | 468.4m | | Diluted earnings (loss) per share | 10.4p | (4.1)p | 6.3p | 9.1p | (0.9)p | 8.2p | 136 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### 10. Intangible assets | Group | Note | Goodwill £m | Casino and other gaming licences and concessions £m | Software and development £m | Brands and customer relationships £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | | **At 1 July 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 | | – | – | (0.8) | (0.4) | (1.2) | | **At 30 June 2025** | | 220.3 | 277.7 | 179.3 | 15.5 | 692.8 | | Additions | | – | 0.1 | 9.4 | – | 9.5 | | Disposals | | – | (0.3) | (66.2) | – | (66.5) | | Exchange adjustments | | – | 0.1 | (0.1) | – | – | | Reallocation^{1} | | – | 0.1 | 2.2 | 0.9 | 3.2 | | **At 30 June 2026** | | **220.3** | **277.7** | **124.6** | **16.4** | **639.0** | | **Aggregate amortisation and impairment** | | | | | | | | **At 1 July 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 | | – | 2.9 | 0.1 | 0.2 | 3.2 | | Impairment reversals | | – | (4.8) | – | – | (4.8) | | Exchange adjustments | | – | 0.3 | 0.1 | 0.2 | 0.6 | | Reallocation | | – | – | 3.6 | (1.5) | 2.1 | | **At 30 June 2025** | | – | 87.2 | 148.6 | 14.7 | 250.5 | | Charge for the year | | – | – | 10.2 | 0.9 | 11.1 | | Disposals | | – | (0.2) | (66.2) | – | (66.4) | | Impairment charges | 13 | – | 7.9 | – | – | 7.9 | | Impairment reversals | 13 | – | (2.8) | – | – | (2.8) | | Exchange adjustments | | – | 0.1 | – | – | 0.1 | | Reallocation^{1} | | – | – | – | 0.7 | 0.7 | | **At 30 June 2026** | | – | **92.2** | **92.6** | **16.3** | **201.1** | | Net book value at 30 June 2025 | | 220.3 | 190.5 | 30.7 | 0.8 | 442.3 | | **Net book value at 30 June 2026** | | **220.3** | **185.5** | **32.0** | **0.1** | **437.9** | 1. Management has identified £2.6m of net book value which should be reclassified from tangible assets to intangible assets (£2.5m) and right-of-use assets (£0.1m). These have been reflected in the reallocation line in the note above. The Rank Group Plc 2026 Annual Report 137 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 ## Amortisation The amortisation charge for the year of £11.1m (30 June 2025: £14.2m) comprises £0.4m (30 June 2025: £2.4m) recognised within SDIs and £10.7m (30 June 2025: £11.8m) recognised within operating profit before SDIs. ## Impairment Net impairment charges for the year of £5.1m (30 June 2025: net impairment reversals of £1.6m) have been recognised within SDIs, comprising impairment charges of £7.9m (30 June 2025: £3.2m) and impairment reversals of £2.8m (30 June 2025: £4.8m). Intangible assets have been reviewed for impairment as set out in note 13. ## Software and development Software includes internally generated computer software and development technology with a net book value of £9.2m (30 June 2025: £8.8m). This balance includes assets in the course of construction of £6.0m (30 June 2025: £6.1m). ## Brands and customer relationships Brands and customer relationships are fair value adjustments that arose on acquisition. 138 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### 11. Property, plant and equipment | Group | Note | Land and buildings £m | Fixtures, fittings, plant and machinery £m | Leasehold improvements £m | Total £m | | --- | --- | --- | --- | --- | --- | | **Cost** | | | | | | | **At 1 July 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 | | – | (0.8) | 2.0 | 1.2 | | **At 30 June 2025** | | 35.7 | 560.1 | 100.4 | 696.2 | | Additions | | **0.1** | **23.6** | **13.4** | **37.1** | | Disposals | | – | (5.0) | (3.4) | (8.4) | | Write-off of assets | | – | (19.9) | (6.4) | (26.3) | | Exchange adjustments | | – | 0.5 | – | 0.5 | | Reallocation^{1} | | – | (3.3) | (1.3) | (4.6) | | **At 30 June 2026** | | **35.8** | **556.0** | **102.7** | **694.5** | #### Accumulated depreciation and impairment | **At 1 July 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 | | – | 5.6 | 0.6 | 6.2 | | Impairment reversals | | – | (1.0) | (2.0) | (3.0) | | Exchange adjustments | | – | 0.5 | – | 0.5 | | Reallocation | | (1.3) | (1.0) | 0.4 | (1.9) | | **At 30 June 2025** | | 15.0 | 462.7 | 84.8 | 562.5 | | Charge for the year | | **0.3** | **22.0** | **4.8** | **27.1** | | Disposals | | – | (4.5) | (2.7) | (7.2) | | Write-off of assets | | – | (19.8) | (6.4) | (26.2) | | Impairment charges | 13 | – | 3.2 | 0.4 | 3.6 | | Impairment reversals | 13 | – | (2.7) | (0.7) | (3.4) | | Exchange adjustments | | (0.1) | 0.4 | (0.1) | 0.2 | | Reallocation^{1} | | – | (2.0) | – | (2.0) | | **At 30 June 2026** | | **15.2** | **459.3** | **80.1** | **554.6** | | Group | Note | Land and buildings £m | Fixtures, fittings, plant and machinery £m | Leasehold improvements £m | Total £m | | --- | --- | --- | --- | --- | --- | | Net book value at 30 June 2025 | | 20.7 | 97.4 | 15.6 | 133.7 | | **Net book value at 30 June 2026** | | **20.6** | **96.7** | **22.6** | **139.9** | 1. Management has identified £2.6m of net book value which should be reclassified from tangible assets to intangible assets (£2.5m) and right-of-use assets (£0.1m). These have been reflected in the reallocation line in the note above. #### Depreciation The depreciation charge for the year of £27.1m (30 June 2025: £24.0m) comprises £1.9m (30 June 2025: £1.8m) recognised within SDIs and £25.2m (30 June 2025: £22.2m) recognised within operating profit before SDIs. #### Impairment Net impairment charges for the year of £0.2m (30 June 2025: net impairment charges of £3.2m) have been recognised within SDIs, comprised of impairment charges of £3.6m (30 June 2025: £6.2m) and impairment reversals of £3.4m (30 June 2025: £3.0m). Property, plant and equipment have been reviewed for impairment as set out in note 13. #### Assets under construction Included in property, plant and equipment are assets in the course of construction of £4.9m (30 June 2025: £18.0m). The Rank Group Plc 2026 Annual Report 139 Strategic Report Governance Report Financial Statements --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 # 12. Right-of-use assets | Group | Note | Right-of-use land and buildings £m | Right-of-use fleet and machines £m | Total £m | | --- | --- | --- | --- | --- | | Cost | | | | | | At 1 July 2024 (as previously reported) | | 243.5 | 7.2 | 250.7 | | Impact of prior period error (note 1) | | 1.2 | 6.3 | 7.5 | | At 1 July 2024 (as restated) | | 244.7 | 13.5 | 258.2 | | Additions/modifications (as restated) | | 57.0 | 20.9 | 77.9 | | Write-off of assets | | (1.5) | – | (1.5) | | Exchange adjustments | | 0.2 | – | 0.2 | | At 30 June 2025 (as restated) | | 300.4 | 34.4 | 334.8 | | Additions/modifications | | 22.0 | 17.9 | 39.9 | | Disposals | | – | (1.4) | (1.4) | | Write-off of assets | | (18.2) | – | (18.2) | | Exchange adjustments | | 0.2 | – | 0.2 | | Reallocation¹ | | – | (0.2) | (0.2) | | At 30 June 2026 | | 304.4 | 50.7 | 355.1 | Accumulated depreciation and impairment | At 1 July 2024 (as previously reported) | | 181.1 | 5.5 | 186.6 | | --- | --- | --- | --- | --- | | Impact of prior period error (note 1) | | 1.2 | 2.9 | 4.1 | | At 1 July 2024 (as restated) | | 182.3 | 8.4 | 190.7 | | Charge for the year (as restated) | | 17.7 | 3.4 | 21.1 | | Write-off of assets | | (0.4) | – | (0.4) | | Impairment charges (as restated) | | 1.0 | 7.9 | 8.9 | | Impairment reversals | | (3.9) | – | (3.9) | | Exchange adjustments | | 0.1 | – | 0.1 | | Reallocation | | (0.3) | 0.1 | (0.2) | | At 30 June 2025 (as restated) | | 196.5 | 19.8 | 216.3 | | Charge for the year | | 16.8 | 6.9 | 23.7 | | Disposals | | – | (1.3) | (1.3) | | Write-off of assets | | (16.8) | – | (16.8) | | Impairment charges | 13 | 1.7 | 1.6 | 3.3 | | Impairment reversals | 13 | (7.6) | – | (7.6) | | Exchange adjustments | | (0.1) | (0.1) | (0.2) | | Reallocation¹ | | (0.1) | (0.2) | (0.3) | | At 30 June 2026 | | 190.4 | 26.7 | 217.1 | | Group | Note | Right-of-use land and buildings £m | Right-of-use fleet and machines £m | Total £m | | --- | --- | --- | --- | --- | | Net book value at 30 June 2025 | | 103.9 | 14.6 | 118.5 | | Net book value at 30 June 2026 | | 114.0 | 24.0 | 138.0 | 1. Management has identified £2.6m of net book value which should be reclassified from tangible assets to intangible assets (£2.5m) and right-of-use assets (£0.1m). These have been reflected in the reallocation line in the note above. # Depreciation The depreciation charge for the year of £23.7m (30 June 2025: £21.1m, as restated) is recognised within operating profit before SDIs. # Impairment Net impairment reversals for the year of £4.3m (30 June 2025: net impairment charges of £5.0m, as restated) have been recognised within SDIs, comprised of impairment charges of £3.3m (30 June 2025: £8.9m, as restated) and impairment reversals of £7.6m (30 June 2025: £3.9m). Right-of-use assets have been reviewed for impairment as set out in note 13. # 13. Impairment reviews # Group The Group considers each venue to be a separate cash-generating unit (CGU). 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 2026, 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 | | | --- | --- | --- | --- | --- | | | 2025/26 £m | 2024/25 £m | 2025/26 £m | 2024/25 £m | | Grosvenor: group of CGUs¹ | 80.9 | 80.9 | 167.5 | 173.0 | | UK Digital CGUs | 108.5 | 108.5 | – | – | | International Digital CGUs | 30.9 | 30.9 | 0.1 | – | | Enracha CGUs² | – | – | 17.9 | 17.5 | | Total | 220.3 | 220.3 | 185.5 | 190.5 | 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. 140 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 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: Impairment of Assets. 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 2026, 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. Management monitors assumptions using post-tax discount rates, which 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. In line with IAS 36, the rates adopted (including the equivalent pre-tax discount rates) are disclosed in the table below: | | Pre-tax discount rate | | Post-tax discount rate | | Long-term growth rate | | | --- | --- | --- | --- | --- | --- | --- | | | 2025/26 | 2024/25 | 2025/26 | 2024/25 | 2025/26 | 2024/25 | | Grosvenor Venues | **12.80%** | 12.00% | **9.60%** | 9.00% | **3.00%** | 3.50% | | Mecca Venues | **12.80%** | 13.33% | **9.60%** | 10.00% | **2.00%** | 2.00% | | Enracha Venues | **13.73%** | 13.60% | **10.30%** | 10.20% | **2.00%** | 2.00% | | UK Digital | **13.88%** | 13.53% | **11.80%** | 11.50% | **2.00%** | 2.00% | | International Digital | **14.63%** | 14.63% | **12.80%** | 12.80% | **2.00%** | 2.00% | 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 reversals have been recognised during the year and disclosed within separately disclosed items in the Group income statement. | | Property, plant and equipment £m | Right-of-use assets £m | Intangible assets £m | Total £m | | --- | --- | --- | --- | --- | | **Impairment charges** | | | | | | Grosvenor Venues^{1} | (1.0) | (0.5) | (7.9) | **(9.4)** | | Mecca Venues^{2} | (2.6) | (2.8) | – | **(5.4)** | | | **(3.6)** | **(3.3)** | **(7.9)** | **(14.8)** | | **Impairment reversals** | | | | | | Grosvenor Venues^{1} | 0.9 | 0.6 | 2.4 | **3.9** | | Mecca Venues^{2} | 2.2 | 7.0 | – | **9.2** | | Enracha Venues^{3} | 0.3 | – | 0.4 | **0.7** | | | **3.4** | **7.6** | **2.8** | **13.8** | | **Net impairment (charge) reversal** | **(0.2)** | **4.3** | **(5.1)** | **(1.0)** | 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 £676.7m. 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 £12.9m. 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 £107.6m. During the year, several Mecca venues and Grosvenor venues showed indicators of impairment. This was primarily due to a combination of factors: weaker-than-expected customer visits, reduced win margins, diminished spending levels affecting revenues and increased operating costs at these sites. During the current year, the Group also recognised a reversal of previously impaired assets of £13.8m relating to Grosvenor venues, Mecca venues and one Enracha venue. The reversals were driven by better than anticipated performance and improved outlook in the identified venues. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 141 --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 ## Sensitivity of impairment review The calculation of value in use is most sensitive to the following assumptions: - Revenue growth; - Discount rates; - Earnings multiples; and - 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 2027 and the Group's medium-term strategic plan to 30 June 2030, 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 earnings before interest, tax, depreciation and amortisation ('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 help 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 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). For Grosvenor Venues, Mecca Venues and Enracha Venues, and UK Digital, the following sensitivities would result in changes to the recognised impairments. Sensitivities relating to impairment reversals have not been disclosed, as reasonably possible changes in assumptions are not expected to result in a material change to the reversals recognised. No reasonably possible changes in assumptions will result in an impairment and therefore no sensitivity analysis has been disclosed for the International Digital CGU. Grosvenor Venues CGUs | Key assumption | Reasonable possible change | Impact on impairment | £m | No. of impaired venues | | --- | --- | --- | --- | --- | | Revenue growth | 10% decrease in revenue - London | Increase | (9.4) | 2 | | | 10% increase in revenue - London | Decrease | - | - | | | 10% decrease in revenue - all | Increase | (11.7) | 7 | | | 10% increase in revenue - all | Decrease | 0.2 | - | | Pre-tax discount rates | 1% increase in discount rates | Increase | (6.2) | 5 | | | 1% decrease in discount rates | Decrease | 0.2 | - | | Earnings multiples | 10% decrease in earnings multiples | Increase | (1.6) | 5 | | | 10% increase in earnings multiples | Decrease | 0.2 | - | | Long-term growth rates | 1% decrease in long-term growth rates | Increase | (3.3) | 4 | | | 1% increase in long-term growth rates | Decrease | 0.2 | - | Mecca Venues CGUs | Key assumption | Reasonable possible change | Impact on impairment | £m | No. of impaired venues | | --- | --- | --- | --- | --- | | Revenue growth | 10% decrease in revenue | Increase | (1.6) | 7 | | | 10% increase in revenue | Decrease | 0.6 | - | | Pre-tax discount rates | 1% increase in discount rates | Increase | (0.3) | 4 | | | 1% decrease in discount rates | Decrease | 0.2 | - | | Earnings multiples | 10% decrease in earnings multiples | Increase | (0.1) | 3 | | | 10% increase in earnings multiples | Decrease | 0.1 | - | | Long-term growth rates | 1% decrease in long-term growth rates | Increase | (0.4) | 3 | | | 1% increase in long-term growth rates | Decrease | 0.2 | - | 142 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### Enracha Venues CGUs | Key assumption | Reasonable possible change | Impact on impairment | £m | No. of impaired venues | | --- | --- | --- | --- | --- | | Revenue growth | 10% decrease in revenue | Increase | (1.0) | 1 | | | 10% increase in revenue | Decrease | - | - | | Pre-tax discount rates | 1% increase in discount rates | Increase | (0.7) | 1 | | | 1% decrease in discount rates | Decrease | - | - | | Earnings multiples | 10% decrease in earnings multiples | Increase | (0.3) | 1 | | | 10% increase in earnings multiples | Decrease | - | - | | Long-term growth rates | 1% decrease in long-term growth rates | Increase | (0.3) | 1 | | | 1% increase in long-term growth rates | Decrease | - | - | ### UK Digital CGU | Key assumption | Reasonable possible change | Impact on impairment | £m | No. of impaired venues | | --- | --- | --- | --- | --- | | Revenue growth | 10% decrease in revenue | Increase | (6.9) | 1 | | | 10% increase in revenue | Decrease | - | - | | Pre-tax discount rates | 1% increase in discount rates | Increase | (4.8) | 1 | | | 1% decrease in discount rates | Decrease | - | - | | Long-term growth rates | 1% decrease in long-term growth rates | Increase | (3.5) | 1 | | | 1% increase in long-term growth rates | Decrease | - | - | ## 14. Investments ### a. Group investments In the prior year, on 18 December 2024, the Group completed the disposal of its non-proprietary (Multi-brands) business to a third-party. ### b. Company investments | Company | As at 30 June 2026 £m | As at 30 June 2025 (restated) £m | | --- | --- | --- | | **Cost** | | | | At start of year | **1,452.3** | 1,452.3 | | Additions | **4.2** | - | | At end of year | **1,456.5** | 1,452.3 | | **Provision for impairment** | | | | At start of year | **224.7** | 409.0 | | Impairment charge | **80.5** | - | | Impairment reversal | - | (184.3) | | At end of year | **305.2** | 224.7 | | Net book value at start of year | **1,227.6** | 1,043.3 | | **Net book value at end of year** | **1,151.3** | 1,227.6 | 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 three 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. Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 143 --- Strategic Report Governance Report Financial Statements # Notes to the financial statements For the year ended 30 June 2026 There are five LTIP awards currently in issue during the financial year ended 30 June 2026: | LTIP 2023/24 award | Vests in a single tranche in September 2026. All LTIP awards have a Enil exercise price. | | --- | --- | | LTIP 2024/25 award | Vests in a single tranche in September 2027. All LTIP awards have a Enil exercise price. | | LTIP 2025/26 award | Vests in a single tranche in September 2028. All LTIP awards have a Enil exercise price. | | LTIP 2025/26 Employee award 1 | Vests in a single tranche in December 2027. All LTIP awards have a Enil exercise price. | | LTIP 2025/26 Employee award 2 | Vests in three tranches: 1/3 in December 2026; 1/3 in December 2027 and 1/3 in December 2028. All LTIP awards have a Enil exercise price. | The number of LTIP awards and the fair value per share of the awards granted during the year were as follows: | | 30 June 2026 | 30 June 2025 | | --- | --- | --- | | Number | 3,867,060 | 5,623,306 | | Weighted average fair value per share | 106.6p | 55.4p | 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 tables list the inputs used in assessing the fair value of the share awards: | LTIP 2025/26 award | 30 June 2026 | | --- | --- | | Dividend yield (%) | 4.00 | | Vesting period (years) | 3.00 | | Weighted average share price | 139.0p | | LTIP 2025/26 Employee award 1 | 30 June 2026 | | --- | --- | | Dividend yield (%) | 4.00 | | Vesting period (years) | 2.00 | | Weighted average share price | 108.0p | | LTIP 2025/26 Employee award 2 | 30 June 2026 | | --- | --- | | Dividend yield (%) | 3.30 | | Vesting period (years) | 3.00 | | Weighted average share price | 108.0p | 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 £1.0m charge (30 June 2025: £2.6m charge) within operating profit, for costs of the scheme in the current year. ## 29. 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 2026, the Group contributed a total of £6.5m (year ended 30 June 2025: £6.3m) 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 2026, the Group's commitment was £3.5m (30 June 2025: £3.4m). The Group paid £0.2m (year ended 30 June 2025: £0.2m) in pension payments during the year. The actuarial result arising on the commitment, resulting from the changes in assumptions outlined below in the year was Enil before taxation (year ended 30 June 2025: loss of £0.1m) and Enil after taxation (year ended 30 June 2025: loss of £0.1m). | | 30 June 2026 % p.a. | 30 June 2025 % p.a. | | --- | --- | --- | | Discount rate | 6.0 | 5.6 | | Pension increases | 4.5 | 2.7 | The obligation has been calculated using the S2 mortality tables with a 1.5% per annum improvement in life expectancy. 158 The Rank Group Plc 2026 Annual Report --- ## Notes to the financial statements For the year ended 30 June 2026 ### 30. 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). 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 2026 £m | 30 June 2025 (restated) £m | | --- | --- | --- | | **At the beginning of the year (as previously reported)** | **200.1** | 153.4 | | Impact of prior period error (note 1) | – | 7.1 | | **At the beginning of the year (as restated)** | **200.1** | 160.5 | | Additions | 17.9 | 19.1 | | Modifications | 22.0 | 58.8 | | Accretion of interest | 12.2 | 9.7 | | Payments | (48.3) | (43.1) | | Foreign exchange | 0.1 | 0.1 | | Disposals | – | (5.0) | | **At the end of the year** | **204.0** | 200.1 | | Current liabilities | 43.3 | 42.1 | | Non-current liabilities | 160.7 | 158.0 | | **Total** | **204.0** | 200.1 | The maturity analysis of lease liabilities is disclosed below: | | As at 30 June 2026 | | As at 30 June 2025 (restated) | | | --- | --- | --- | --- | --- | | | Present value of the minimum lease payments £m | Total minimum lease payments £m | Present value of the minimum lease payments £m | Total minimum lease payments £m | | Within 1 year | 43.3 | 46.3 | 42.1 | 52.1 | | After 1 year but within 2 years | 35.3 | 39.4 | 31.7 | 39.9 | | After 2 years but within 5 years | 73.7 | 88.3 | 69.5 | 87.7 | | After 5 years | 51.7 | 84.1 | 56.8 | 74.4 | | | **204.0** | **258.1** | 200.1 | 254.1 | | Less: total future interest expenses | | (54.1) | | (54.0) | | **Present value of lease liabilities** | | **204.0** | | 200.1 | The following are the amounts recognised in the Group income statement: | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | | --- | --- | --- | | Depreciation expense of right-of-use assets | 23.7 | 21.1 | | Interest expense on lease liabilities | 12.2 | 9.7 | | **Total amount recognised in the income statement** | **35.9** | 30.8 | 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 2026 from lease contracts in which the Group sublets certain property space is £1.4m (year ended 30 June 2025: £1.8m). Future minimum rentals receivable under non-cancellable operating leases as at 30 June are as follows: | | As at 30 June 2026 £m | As at 30 June 2025 £m | | --- | --- | --- | | Within 1 year | 0.8 | 1.1 | | After 1 year but within 2 years | 0.8 | 0.8 | | After 2 years but within 5 years | 1.3 | 1.3 | | After 5 years | 1.2 | 0.5 | | **Total minimum lease rentals receivable** | **4.1** | 3.7 | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 159 --- Strategic^{}[] Report Governance^{}[] Report Financial^{}[] Statements ## Notes to the financial statements For the year ended 30 June 2026 ### Capital commitments At 30 June 2026, the Group has contracts placed for future capital expenditure of £2.4m (30 June 2025: £8.0m). ## 31. 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 2026, 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 £0.1m 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 will be 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 £0.7m of the contingent consideration in the subsequent three years, leaving a balance of £0.1m as at 30 June 2025. The Group has settled a further £0.1m of the contingent consideration during the year, and revised the balance upwards by £0.1m, leaving a balance of £0.1m as at 30 June 2026. ##### Contingent assets There are no contingent assets requiring disclosure as at 30 June 2026 (30 June 2025: 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 2026, the Company has made guarantees to subsidiary undertakings of £30.8m (30 June 2025: £30.7m). ##### Contingent assets There are no contingent assets requiring disclosure as at 30 June 2026 (30 June 2025: none). ## 32. Related party transactions ### Group Details of compensation paid to key management are disclosed in note 27. ### Entities with significant influence over the Group As at 30 June 2026, Guoco Group Limited, a Bermuda-incorporated company listed on the Hong Kong Stock Exchange, holds a controlling interest of 56.2% (30 June 2025: 56.2%) in Rank through its wholly-owned subsidiary, Rank Assets Limited (incorporated in the Cayman Islands). Rank Assets Limited is the Company's immediate parent undertaking. The ultimate parent undertaking of Guoco Group Limited is GuoLine Capital Assets Limited, a Jersey-incorporated company. GuoLine Investment Assets Limited (formerly known as GSL Holdings Limited), a Jersey-incorporated company, also holds an indirect interest of 4.09% (30 June 2025: 4.09%) in the Company through its wholly-owned subsidiary, GuoLine (Singapore) Pte Ltd. For further information see page 92. ### Company The following transactions with subsidiaries occurred in the year: | | Year ended 30 June 2026 £m | Year ended 30 June 2025 £m | | --- | --- | --- | | Interest payable on loan due to Rank Group Finance Plc, a subsidiary undertaking of The Rank Group Plc | (37.9) | (36.9) | During the year, Rank Group Finance Plc, a subsidiary of the Company, provided cash to the Company of £13.1m (year ended 30 June 2025: provided cash of £7.1m). ## 33. Post balance sheet events There are no post balance sheet events requiring disclosure as at 30 June 2026. 160 The Rank Group Plc 2026 Annual Report --- ## Five-year review | | Year ended 30 June 2026 £m | Year ended 30 June 2025 (restated) £m | Year ended 30 June 2024 (restated) £m | Year ended 30 June 2023 (restated) £m | Year ended 30 June 2022 (restated) £m | | --- | --- | --- | --- | --- | --- | | **Continuing operations** | | | | | | | Revenue | **835.0** | 795.4 | 734.7 | 681.9 | 644.0 | | Operating profit before separately disclosed items | **78.6** | 64.8 | 46.3 | 18.5 | 36.0 | | Separately disclosed items | **(22.9)** | (4.7) | (16.9) | (128.9) | 42.3 | | Group operating profit (loss) | **55.7** | 60.1 | 29.4 | (110.4) | 78.3 | | Total net financing charge | **(16.5)** | (14.2) | (13.9) | (12.9) | (7.8) | | Profit (loss) before taxation | **39.2** | 45.9 | 15.5 | (123.3) | 70.5 | | Taxation | **(9.3)** | (7.3) | (3.5) | 27.2 | (16.6) | | Profit (loss) after taxation from continuing operations | **29.9** | 38.6 | 12.0 | (96.1) | 53.9 | | Discontinued operations | **–** | – | 0.2 | 0.3 | 8.8 | | Profit (loss) for the year | **29.9** | 38.6 | 12.2 | (95.8) | 62.7 | | Basic earnings (loss) per ordinary share | **10.5p** | 9.1p | 5.9p | 1.1p | 4.0p | | Total ordinary dividend (including proposed) per ordinary share | **3.50p** | 2.60p | 0.85p | 0.00p | 0.00p | | **Group funds employed** | | | | | | | Intangible assets, property, plant and equipment and right-of-use assets | **715.8** | 694.5 | 626.4 | 618.4 | 708.3 | | Provisions | **(46.7)** | (39.7) | (36.8) | (39.0) | (12.5) | | Other net liabilities | **(137.2)** | (130.2) | (113.8) | (78.9) | (105.5) | | **Total funds employed at year-end** | **531.9** | 524.6 | 475.8 | 500.5 | 590.3 | | **Financed by** | | | | | | | Ordinary share capital and reserves | **384.7** | 369.9 | 336.2 | 325.6 | 421.2 | | Net debt | **147.2** | 154.7 | 139.6 | 174.9 | 169.1 | | | **531.9** | 524.6 | 475.8 | 500.5 | 590.3 | | Average number of employees (000s) | **7.4** | 7.8 | 7.6 | 7.2 | 7.6 | Strategic Report Governance Report Financial Statements The Rank Group Plc 2026 Annual Report 161 --- Strategic Report Governance Report Financial Statements # Shareholder information ## Managing your shareholding Administrative enquiries relating to shareholdings should be directed to the Company's registrar, Equiniti Limited, whose contact details are available in the Investors section of the Company's website. Shareholders can manage their shareholding easily and securely online via Equiniti's Shareview service at www.shareview.co.uk, where they can: - access details of their shareholding and dividend payments; - buy and sell shares; - vote on shareholder meeting resolutions; - update personal information; and - elect to receive shareholder communications electronically. ## Electronic communications Shareholders who have not yet elected to receive shareholder communications electronically can sign up by visiting www.shareview.co.uk and registering their details. ## Useful information A wide range of information for shareholders is available in the Investors section of www.rank.com/investors, including: - the Company's financial calendar; - regulatory announcements; - financial results and investor presentations; and - share price history and latest share prices. ## Dividends ### Direct payment After the proposed final dividend payment in October 2026, the Company will no longer issue dividend payments by cheque. This will help to ensure prompt and secure payment of future dividends. Shareholders without a dividend mandate in place are encouraged to make arrangements now for their dividends to be paid directly into their bank account, including, if they wish, the proposed final dividend payment. To register a dividend mandate or change an existing mandate, shareholders should visit www.shareview.co.uk or contact Equiniti Limited. ### Annual dividend confirmation Shareholders will receive one annual confirmation covering all dividend payments made during the preceding 12-month period. The first annual confirmation is expected to be issued in April 2027. This change will reduce the volume of paper correspondence sent by the Company and provide shareholders with a complete record of their dividend payments received during that period. Shareholders who wish to continue receiving a confirmation for each dividend payment should contact the Company's registrar, Equiniti Limited. Shareholders who wish to receive their dividend confirmations electronically can sign up by visiting www.shareview.co.uk and registering their details. ### Reinvestment Presently, the Company does not operate a dividend reinvestment plan. ## Annual General Meeting The 2026 Annual General Meeting ('AGM') will be held on 8 October 2026, at our office at TOR, Saint-Cloud Way, Maidenhead, SL6 8BN. Full details, including how to participate and vote, will be set out in the Notice of AGM. ## Shareholder security Shareholders should remain vigilant to the possibility of share-related fraud. Further information on how to protect yourself and details of known scams are available on the Financial Conduct Authority's website and via Action Fraud. Shareholders are encouraged to make their own checks before responding to any unsolicited investment proposals. ## ShareGift Shareholders with a very small number of shares, the value of which makes it uneconomical to sell, may wish to consider donating them to a charity through ShareGift, a charity with registered charity number 1052686. Further information about ShareGift is available at www.sharegift.org 162 The Rank Group Plc 2026 Annual Report --- CARBON BALANCED PAPER www.carbonbalancedpaper.com CAPTOTO® ![img-4.jpeg](img-4.jpeg) For more information, visit our website: www.rank.com The material used in this report has been carbon balanced through World Land Trust and is FSC®-certified from sustainable managed crops. Both the paper manufacturer and printers are registered to the Environmental Management System ISO 14001 and the Forestry Stewardship Council® (FSC®) chain of custody. Designed and produced by Burson Buchanan --- Rank Group The Rank Group Plc TOR, Saint-Cloud Way Maidenhead, SL6 8BN T: 01628 504 000 W: www.rank.com Company registration number: 03140769