# Inspired Entertainment (INSE) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 4:06 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001493152-26-036164
- OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-036164
- Markdown URL: https://www.opencapital.sh/filings/0001493152-26-036164.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/0001493152-26-036164-index.htm

## Filing documents

- [10-Q (form10-q.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/form10-q.htm)
- [EX-31.1 (ex31-1.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex31-1.htm)
- [EX-31.2 (ex31-2.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex31-2.htm)
- [EX-32.1 (ex32-1.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex32-1.htm)
- [EX-32.2 (ex32-2.htm)](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex32-2.htm)

---

## 10-Q

SEC source: [form10-q.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/form10-q.htm)

**UNITED
STATES**

**SECURITIES
AND EXCHANGE COMMISSION**

**Washington,
D.C. 20549**

**FORM10-Q**

☒ **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For
the quarterly period ended June 30, 2026

**OR**

☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For
the transition period _______________

Commission
File Number: 001-36689

**INSPIRED
ENTERTAINMENT, INC.**

(Exact
name of registrant as specified in its charter)

**Delaware** **47-1025534**

(State  or other jurisdiction of (I.R.S.  Employer

incorporation  or organization) Identification  Number)

**250  West 57th Street, Suite 415**

**New  York, NY** **10107**

(Address  of principal executive offices) (Zip  Code)

Registrant’s
telephone number, including area code: **(646) 565-3861**

Securities
registered pursuant to Section 12(b) of the Act:

**Title  of each class** **Trading  Symbol(s)** **Name  of each exchange on which registered**

Common  stock, par value $0.0001 per share INSE The  NASDAQ Stock Market LLC

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large  accelerated filer ☐ Accelerated  filer ☒

Non-accelerated  filer ☐ Smaller  reporting company ☒

Emerging  growth company ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As
of July 31, 2026, there were 26,358,372 shares of the Company’s common stock issued and outstanding.

**TABLE
OF CONTENTS**

| PART  I. | [FINANCIAL INFORMATION](#sa_001) | 1 |
| --- | --- | --- |
| ITEM  1. | [FINANCIAL STATEMENTS (Unaudited)](#sa_002) | 1 |
|  | [Condensed Consolidated Balance Sheets](#sa_003) | 1 |
|  | [Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income](#sa_004) | 2 |
|  | [Condensed Consolidated Statement of Stockholders’ Deficit](#sa_005) | 3 |
|  | [Condensed Consolidated Statements of Cash Flows](#sa_007) | 5 |
|  | [Notes to Condensed Consolidated Financial Statements](#sa_008) | 6 |
| ITEM  2. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#sa_009) | 21 |
| ITEM  3. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#sa_010) | 41 |
| ITEM  4. | [CONTROLS AND PROCEDURES](#sa_011) | 42 |
| PART  II. | [OTHER INFORMATION](#sa_012) | 43 |
| ITEM  1. | [LEGAL PROCEEDINGS](#sa_013) | 43 |
| ITEM  1A. | [RISK FACTORS](#sa_014) | 43 |
| ITEM  2. | [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](#sa_015) | 43 |
| ITEM  3. | [DEFAULTS UPON SENIOR SECURITIES](#sa_016) | 43 |
| ITEM  4. | [MINE SAFETY DISCLOSURES](#sa_017) | 43 |
| ITEM  5. | [OTHER INFORMATION](#sa_018) | 43 |
| ITEM  6. | [EXHIBITS](#sa_019) | 44 |
| [SIGNATURES](#sa_020) |  | 45 |

i

**CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS**

References
in this report to “we,” “us,” “our,” the “Company” and “Inspired” refer to
Inspired Entertainment, Inc. and its subsidiaries unless the context suggests otherwise.

Certain
statements and other information set forth in this report, including in Item 2, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and elsewhere herein, may relate to future events and expectations, and as such
constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Our forward-looking
statements include, but are not limited to, statements regarding our business strategy, plans and objectives and our expected or contemplated
future operations, results, financial condition, beliefs and intentions. In addition, any statements that refer to projections, forecasts
or other characterizations or predictions of future events or circumstances, including any underlying assumptions on which such statements
are expressly or implicitly based, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“can,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “scheduled,”
“seek,” “should,” “would” and similar expressions, among others, and negatives expressions including
such words, may identify forward-looking statements.

Our
forward-looking statements reflect our current expectations about our future results, performance, liquidity, financial condition, prospects
and opportunities, and are based upon information currently available to us, our interpretation of what we believe to be significant
factors affecting our business and many assumptions regarding future events. Actual results, performance, liquidity, financial condition,
prospects and opportunities could differ materially from those expressed in, or implied by, our forward-looking statements. This could
occur as a result of various risks and uncertainties, including the following:

- government  regulation and taxation of our industries;
- our  ability and our customers’ ability to compete effectively in our industries;
- the  impact of evolving and disruptive technologies, including artificial intelligence, on our business;
- risks  associated with the use, development and deployment of AI technologies
- our  ability to maintain relationships with suppliers;
- our  ability to protect and enforce our intellectual property rights, and to do so in all markets in which we operate;
- our  ability to protect our business against cybersecurity threats;
- our  ability to successfully grow by acquisition as well as organically;
- fluctuations  due to seasonality;
- our  ability to attract and retain key members of our management team;
- our  need for working capital;
- our  ability to secure capital for growth and expansion;
- changing  consumer, technology and other trends in our industries;
- our  ability to successfully operate across multiple jurisdictions and markets around the world;
- changes  in local, regional and global economic and political conditions;
- risks  associated with responsible gaming, and social impact expectations, including heightened regulatory scrutiny and reputational impacts;  and
- other  factors described in the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

In
light of these risks and uncertainties, and others discussed in this report, there can be no assurance that any matters covered by our
forward-looking statements will develop as predicted, expected or implied. Readers should not place undue reliance on any forward-looking
statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. We advise
you to carefully review the reports and documents we file from time to time with the SEC.

ii

**PART
I - FINANCIAL INFORMATION**

## Item 1. FINANCIAL STATEMENTS (Unaudited) ITEM
1. FINANCIAL STATEMENTS**

**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(in millions, except share data)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (Unaudited) |  |
| Assets |  |  |
| Current assets: |  |  |
| Cash | $22.0 | $42.0 |
| Restricted cash | 1.2 | 1.3 |
| Accounts receivable, net | 38.0 | 43.9 |
| Inventory | 17.7 | 18.5 |
| Prepaid expenses and other current assets | 39.3 | 46.8 |
| Corporate tax and other current taxes receivable | 6.8 | 5.5 |
| Total current assets | 125.0 | 158.0 |
| Property and equipment, net | 56.3 | 60.5 |
| Software development costs, net | 20.9 | 22.7 |
| Other acquired intangible assets subject to amortization, net | 12.9 | 14.0 |
| Goodwill | 61.2 | 62.1 |
| Finance lease right of use asset | 18.8 | 21.7 |
| Operating lease right of use asset | 7.0 | 7.8 |
| Costs of obtaining and fulfilling customer contracts, net | 11.5 | 12.1 |
| Deferred tax | 64.5 | 65.3 |
| Other assets | 14.8 | 15.7 |
| Total assets | $392.9 | $439.9 |
| Liabilities and Stockholders’ Deficit |  |  |
| Current liabilities: |  |  |
| Accounts payable and accrued expenses | $31.8 | $42.7 |
| Corporate tax and other current taxes payable | 4.4 | 9.1 |
| Deferred revenue, current | 8.0 | 7.1 |
| Operating lease liabilities | 2.3 | 2.9 |
| Current portion of finance lease liabilities | 4.4 | 4.3 |
| Other current liabilities | 4.2 | 4.7 |
| Total current liabilities | 55.1 | 70.8 |
| Long-term debt | 319.4 | 345.2 |
| Finance lease liabilities, net of current portion | 11.3 | 13.8 |
| Deferred revenue, net of current portion | 15.7 | 19.1 |
| Operating lease liabilities | 5.8 | 6.1 |
| Other long-term liabilities | 1.2 | 1.1 |
| Total liabilities | 408.5 | 456.1 |
| Commitments and contingencies | — | — |
| Stockholders’ deficit |  |  |
| Preferred stock; $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively. | — | — |
| Common stock; $0.0001 par value; 49,000,000 shares authorized; 26,355,360 shares and 26,873,509 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | — | — |
| Additional paid in capital | 397.8 | 394.9 |
| Accumulated other comprehensive income | 51.0 | 47.8 |
| Accumulated deficit | (464.4) | (458.9) |
| Total stockholders’ deficit | (15.6) | (16.2) |
| Total liabilities and stockholders’ deficit | $392.9 | $439.9 |

*The
accompanying notes are an integral part of these condensed consolidated financial statements.*

1

**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

_(in millions, except share and per share data) · (Unaudited)_

| Line item | 2026 / Three Months Ended June 30, | 2025 / Three Months Ended June 30, | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |
| Service | $54.3 | $73.8 | $107.6 | $130.8 |
| Product sales | 6.5 | 6.5 | 10.4 | 9.9 |
| Total revenue | 60.8 | 80.3 | 118.0 | 140.7 |
| Cost of sales: |  |  |  |  |
| Cost of service (1) | (8.7) | (21.2) | (17.3) | (36.2) |
| Cost of product sales (1) | (3.5) | (4.0) | (6.1) | (6.9) |
| Cost of sales | (3.5) | (4.0) | (6.1) | (6.9) |
| Selling, general and administrative expenses | (24.2) | (31.9) | (48.5) | (62.2) |
| Depreciation and amortization | (14.5) | (15.3) | (27.0) | (25.9) |
| Net operating income | 9.9 | 7.9 | 19.1 | 9.5 |
| Other expense |  |  |  |  |
| Interest expense, net | (9.5) | (7.1) | (20.0) | (14.1) |
| Other finance income | 0.2 | 0.2 | 0.3 | 0.4 |
| Total other expense, net | (9.3) | (6.9) | (19.7) | (13.7) |
| Net income (loss) before income taxes | 0.6 | 1.0 | (0.6) | (4.2) |
| Income tax (expense) benefit | (0.4) | (8.8) | 0.3 | (3.7) |
| Net income (loss) | 0.2 | (7.8) | (0.3) | (7.9) |
| Other comprehensive (loss) income: |  |  |  |  |
| Foreign currency translation (loss) gain | (0.9) | (1.5) | 0.5 | (1.9) |
| Change in fair value of hedging instrument | (1.7) | — | 2.4 | — |
| Reclassification of gain on hedging instrument to comprehensive income | (0.1) | — | (0.2) | — |
| Reclassification of loss on pension plan to comprehensive income | 0.3 | 0.3 | 0.5 | 0.5 |
| Other comprehensive (loss) income | (2.4) | (1.2) | 3.2 | (1.4) |
| Comprehensive (loss) income | $(2.2) | $(9.0) | $2.9 | $(9.3) |
| Net income (loss) per common share – basic and diluted | $0.01 | $(0.27) | $(0.01) | $(0.27) |
| Weighted average number of shares outstanding during the period – basic | 28,908,945 | 29,078,848 | 29,097,921 | 29,026,683 |
| Weighted average number of shares outstanding during the period – diluted | 29,276,684 | 29,078,848 | 29,097,921 | 29,026,683 |
| Supplemental disclosure of stock-based compensation expense |  |  |  |  |
| Stock-based compensation included in: |  |  |  |  |
| Selling, general and administrative expenses | $(1.6) | $(1.8) | $(3.0) | $(3.2) |

(1) Excluding  depreciation and amortization

*The
accompanying notes are an integral part of these condensed consolidated financial statements.*

2

**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**

**CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**

**FOR
THE PERIOD JANUARY 1, 2026 TO JUNE 30, 2026**

**(in
millions, except share data)**

**(Unaudited)**

| Line item | Shares / Common stock | Amount / Common stock | capital / Additional paid in | income / Accumulated other comprehensive | (deficit) / Total stockholders’ equity |
| --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2026 | 26,873,509 | — | 394.9 | 47.8 | (16.2)) |
| Foreign currency translation adjustments | — | — | — | 1.4 | 1.4 |
| Change in fair value of hedging instrument | — | — | — | 4.1 | 4.1 |
| Reclassification of gain on hedging instrument to comprehensive income | — | — | — | (0.1) | (0.1) |
| Reclassification of loss on pension plan to comprehensive income | — | — | — | 0.2 | 0.2 |
| Issuances under stock plans | 186,064 | — | — | — | — |
| Repurchase of common stock | (387,230) | — | — | — | (2.6)) |
| Stock-based compensation expense | — | — | 1.3 | — | 1.3 |
| Net loss | — | — | — | — | (0.5)) |
| Balance as of March 31, 2026 | 26,672,343 | — | $396.2 | $53.4 | $$(12.4)) |
| Foreign currency translation adjustments | — | — | — | (0.9) | (0.9) |
| Change in fair value of hedging instrument | — | — | — | (1.7) | (1.7) |
| Reclassification of gain on hedging instrument to comprehensive income | — | — | — | (0.1) | (0.1) |
| Reclassification of loss on pension plan to comprehensive income | — | — | — | 0.3 | 0.3 |
| Issuances under stock plans | 3,012 | — | — | — | — |
| Repurchase of common stock | (319,995) | — | — | — | (2.6)) |
| Stock-based compensation expense | — | — | 1.6 | — | 1.6 |
| Net income | — | — | — | — | 0.2 |
| Balance as of June 30, 2026 | 26,355,360 | — | $397.8 | $51.0 | $$(15.6)) |

*The
accompanying notes are an integral part of these condensed consolidated financial statements.*

3

**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**

**CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**

**FOR
THE PERIOD JANUARY 1, 2025 TO JUNE 30, 2025**

**(in
millions, except share data)**

**(Unaudited)**

| Line item | Common stock / Shares | Common stock / Amount | Additional paid in / capital | Accumulated other comprehensive / income | Accumulated / deficit | Total stockholders’ / deficit |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2025 | 26,581,972 | — | $389.9 | $48.3 | $(441.5) | $(3.3) |
| Foreign currency translation adjustments | — | — | — | (0.4) | — | (0.4) |
| Reclassification of loss on pension plan to comprehensive income | — | — | — | 0.2 | — | 0.2 |
| Issuances under stock plans | 322,860 | — | — | — | — | — |
| Stock-based compensation expense | — | — | 1.4 | — | — | 1.4 |
| Net loss | — | — | — | — | (0.1) | (0.1) |
| Balance as of March 31, 2025 | 26,904,832 | — | $391.3 | $48.1 | $(441.6) | $(2.2) |
| Balance | 26,904,832 | — | $391.3 | $48.1 | $(441.6) | $(2.2) |
| Foreign currency translation adjustments | — | — | — | (1.5) | — | (1.5) |
| Reclassification of loss on pension plan to comprehensive income | — | — | — | 0.3 | — | 0.3 |
| Issuances under stock plans | 9,317 | — | — | — | — | — |
| Stock-based compensation expense | — | — | 1.7 | — | — | 1.7 |
| Net loss | — | — | — | — | (7.8) | (7.8) |
| Net income (loss) | — | — | — | — | (7.8) | (7.8) |
| Balance as of June 30, 2025 | 26,914,149 | — | $393.0 | $46.9 | $(449.4) | $(9.5) |
| Balance | 26,914,149 | — | $393.0 | $46.9 | $(449.4) | $(9.5) |

*The
accompanying notes are an integral part of these condensed consolidated financial statements.*

4

**INSPIRED ENTERTAINMENT, INC. AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(in millions) · (Unaudited)_

| Line item | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net loss | $(0.3) | $(7.9) |
| Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 24.2 | 20.5 |
| Amortization of finance lease right of use asset | 2.8 | 5.4 |
| Amortization of operating lease right of use asset | 1.1 | 1.6 |
| Stock-based compensation expense | 3.0 | 3.2 |
| Amortization of deferred financing fees relating to senior debt | 2.0 | 1.3 |
| Deferred tax | — | (0.1) |
| Changes in assets and liabilities: |  |  |
| Accounts receivable | 5.5 | 21.4 |
| Inventory | 0.6 | 5.5 |
| Prepaid expenses and other assets | 9.9 | (11.6) |
| Corporate tax and other current taxes payable | (6.0) | (7.1) |
| Accounts payable and accrued expenses | (10.3) | 10.4 |
| Deferred revenue and customer prepayment | (2.0) | 2.3 |
| Operating lease liabilities | (1.2) | (1.8) |
| Pension contributions | (0.3) | (0.5) |
| Other long-term liabilities | 0.5 | (1.9) |
| Net cash provided by operating activities | 29.5 | 40.7 |
| Cash flows from investing activities: |  |  |
| Purchases of property and equipment | (6.4) | (18.8) |
| Purchases of capital software and internally developed costs | (6.3) | (4.7) |
| Contract cost expense | (6.0) | (7.7) |
| Net cash used in investing activities | (18.7) | (31.2) |
| Cash flows from financing activities: |  |  |
| Debt introduced | — | 365.7 |
| Repayments of long-term debt | (23.3) | (318.3) |
| Repayments of short-term debt | — | (20.3) |
| Repurchase of common stock | (5.2) | — |
| Debt fees incurred | — | (18.9) |
| Repayments of finance leases | (2.0) | (4.1) |
| Net cash (used in) provided by financing activities | (30.5) | 4.1 |
| Effect of exchange rate changes on cash | (0.4) | 3.4 |
| Net (decrease) increase in cash | (20.1) | 17.0 |
| Cash, beginning of period | 43.3 | 29.3 |
| Cash and restricted cash, end of period | $23.2 | $46.3 |
| Components of cash and restricted cash |  |  |
| Cash | 22.0 | 46.3 |
| Restricted cash | 1.2 | — |
| Total cash and restricted cash, end of period | $23.2 | $46.3 |
| Supplemental cash flow disclosures |  |  |
| Cash paid during the period for interest | $17.9 | $17.4 |
| Cash paid during the period for income taxes | $2.3 | $6.4 |
| Cash paid during the period for operating leases | $1.6 | $4.3 |
| Supplemental disclosure of non-cash investing and financing activities |  |  |
| Lease liabilities arising from obtaining finance lease right of use assets | — | $(1.3) |
| Lease liabilities arising from obtaining operating lease right of use assets | $(0.5) | $(0.9) |
| Right of use property and equipment acquired through finance lease | — | $9.8 |
| Asset retirement obligation assets arising during the period | $0.1 | $0.1 |

*The
accompanying notes are an integral part of these condensed consolidated financial statements.*

5

**INSPIRED
ENTERTAINMENT, INC. AND SUBSIDIARIES**

### **NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

**1.Nature of Operations, Management’s Plans and Summary of Significant Accounting Policies**

***Company
Description and Nature of Operations***

We
are a global gaming technology company, supplying content, platform and other products and services to licensed online and land-based
lottery, betting and gaming operators worldwide through a broad range of distribution channels, on a business-to-business basis. We provide
end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range of devices, including
land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third party networks. Our content
and other products can be found through the consumer-facing portals of our customers operating digital channels, on aggregator platforms,
and in licensed betting offices, adult gaming centers, pubs, bingo halls and motorway service areas for our customers operating land-based
venues.

***Management
Liquidity Plans***

As
of June 30, 2026, the Company’s cash on hand, excluding restricted cash, was $22.0 million, and the Company had working capital
in addition to cash and restricted cash of $46.7 million. The Company recorded net losses of $0.3 million and $7.9 million for the six
months ended June 30, 2026 and 2025, respectively. Net losses included non-cash stock-based compensation of $3.0 million and $3.2 million
for the six months ended June 30, 2026 and 2025, respectively.

Historically,
the Company has generally had positive cash flows from operating activities and has relied on a combination of cash flows provided by
operations and the incurrence of debt and/or the refinancing of existing debt to fund its obligations. Cash flows provided by operations
amounted to $29.5 million and $40.7 million for the six months ended June 30, 2026 and 2025, respectively.

Management
currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, ability to control
and defer capital projects and amounts available from the Company’s external borrowings will be sufficient to fund the Company’s
net cash requirements through August 2027.

***Basis
of Presentation***

The
accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions
to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed
consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation
of the financial position, operating results and cash flows for the periods presented.

The
accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated
financial statements and notes thereto for the year ended December 31, 2025. The financial information as of December 31, 2025
is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025 filed with the SEC on March 10, 2026, as amended on May 22, 2026 (the “2025 Form 10-K”). The
financial information for the three and six months ended June 30, 2025 is derived from the unaudited consolidated financial statements
presented in the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025 filed with the SEC on
August 6, 2025. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to
be expected for the year ending December 31, 2026 or for any future interim periods.

6

**2.Allowance for Credit Losses**

Changes
in the allowance for credit losses are as follows:

 Schedule
of Changes in Allowance for Credit Losses

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Beginning balance | $(1.2) | $(1.0) |
| Additional allowance for credit losses on contracts with customers | — | (0.3) |
| Write offs | — | 0.1 |
| Foreign currency translation adjustments | — | — |
| Ending balance | $(1.2) | $(1.2) |

**3.Inventory**

Inventory
consists of the following:

 Schedule
of Inventory

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Component parts | $11.2 | $10.0 |
| Work in progress | — | 0.1 |
| Finished goods | 6.5 | 8.4 |
| Total inventory | $17.7 | $18.5 |

Component
parts include parts for gaming terminals. Our finished goods inventory primarily consists of gaming terminals which are ready for sale.

**4.Prepaid Expenses and Other Assets**

Prepaid
expenses and other assets consist of the following:

 Schedule
of Prepaid Expenses and Other Assets

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Prepaid expenses and other assets | $9.1 | $16.6 |
| Fair value of hedging instrument | 0.9 | — |
| Unbilled accounts receivable | 29.3 | 30.2 |
| Total prepaid expenses and other assets | $39.3 | $46.8 |

**5.Accounts Payable and Accrued Expenses**

Accounts
payable and accrued expenses consist of the following:

Schedule of Accounts Payable and Accrued Expenses 

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accounts payable | $15.4 | $20.0 |
| Intellectual property licenses | 4.5 | 2.9 |
| Payroll and related costs | 3.1 | 9.6 |
| Cost of sales including inventory | 2.8 | 4.2 |
| Other creditors | 6.0 | 6.0 |
| Total accounts payable and accrued expenses | $31.8 | $42.7 |

7

**6.Contract Related Disclosures**

The
following table summarizes contract related balances:

 Schedule
of Contract Related Balances

_(in millions)_

| Line item | Accounts Receivable | Unbilled Accounts Receivable | Right to recover asset | Deferred Income | Customer Prepayments and Deposits |
| --- | --- | --- | --- | --- | --- |
| At June 30, 2026 | $34.0 | $29.3 | $0.7 | $(23.7) | $(4.2) |
| At December 31, 2025 | $39.0 | $30.2 | $0.7 | $(25.9) | $(4.5) |

During
the six months ended June 30, 2026 and 2025, the Company recognized $3.7 million and $1.0 million, respectively, in revenue that was
originally included in the deferred income balance at the start of each period.

No
significant amounts of revenue were recognized during the periods presented as a result of changes in contract transaction prices related
to performance obligations satisfied in prior periods.

**Transaction
Price Allocated to Remaining Performance Obligations**

At
June 30, 2026, in respect of contracts exceeding one year duration**, t**he aggregate amount of the transaction price allocated to
the performance obligations which are unsatisfied (or partially unsatisfied) at the end of the reporting period was approximately $112.8 million. Of this amount, we expect to recognize as revenue approximately 18% through December 31, 2026, approximately 54% through December
31, 2028, approximately 26% through December 31, 2030, and the remaining 2% through December 31, 2031.

**7.Long Term Debt**

***Senior
Notes***

Long-term
debt consists of £252.5 million ($335.1 million) of Senior Notes that mature on June 9, 2030, carried on the balance sheet net of $15.7 million of unamortized debt issuance costs, which are being amortized over the length of the Senior Notes. The Senior Notes bear interest at a rate per annum equal to
the Sterling Overnight Index Average (“SONIA”) rate *plus* a margin (based on the Company’s consolidated senior
secured net leverage ratio) ranging from 5.50% to 6.00% per annum.

The
Notes Purchase Agreement which governs the Senior Notes requires that the Company maintain a maximum consolidated senior secured net
leverage ratio of 5.0x on the test date for the relevant periods ended or ending September 30, 2025, December 31, 2025, March 31,
2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each
relevant period thereafter (the “Notes Financial Covenant”). The Notes Financial Covenant is calculated as the ratio of
consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain
items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or
non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding
the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a
minimum interest coverage ratio or other financial covenants. Covenant testing at June 30, 2026 showed covenant compliance with a
net leverage of 2.91x.

On
March 6, 2026, as permitted by the Notes Purchase Agreement, the Company repaid £10.0 million ($13.3 million) principal, and associated
accrued interest of £0.2 million ($0.3 million), of its issued and outstanding Senior Notes. On June 9, 2026 the Company repaid
a further £7.5 million ($10.0 million) principal. As permitted by the Notes Purchase Agreement, the repayments were made without
penalty using some of the funds received from the November 7, 2025 sale of the Company’s UK holiday parks business and certain
associated leisure assets.

8

**8.Derivatives and Hedging Activities**

On
November 12, 2025, subsidiaries of the Company entered into two interest rate swap agreements with Macquarie Bank Limited designed
to manage our exposure to interest rate volatility associated with our Senior Notes. The swaps are effective from December 9, 2025,
until maturity on December
9, 2027. The swaps fix the interest rate at 3.6208%
on a notional amount of £250.0 million ($331.8 million), payable to Macquarie Bank Limited, with Macquarie Bank Limited paying an amount to the Company on the notional amount of
£250.0 million ($331.8 million) at an interest rate equal to the floating amount due on the Senior Notes, as described in Note 7, subject to a floor of 3.00%.

***Risk
Management Objective of Using Derivatives***

The
Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages
its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages
economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets
and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments
to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts,
the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences
in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally
related to the Company’s borrowings.

***Cash
Flow Hedges of Interest Rate Risk***

The
Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to
interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk
management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in
exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
During the six months ended June 30, 2026, such derivatives were used to hedge the variable cash flows associated with existing variable-rate
debt.

For
derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in
Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged
transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified
to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve-months, the Company
estimates that an additional $1.0 million will be reclassified as a decrease to interest expense.

9

As
of June 30, 2026, and December 31, 2025, the Company had the following outstanding interest rate derivatives that were designated as
cash flow hedges of interest rate risk:

 Schedule
of Cash Flow Hedges of Interest Rate Risk

| Interest Rate Derivative | Number of Instruments | Notional |
| --- | --- | --- |
| Interest rate swaps | 2 | £250.0 million ($331.8 million) |

The
table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated
balance sheet as of June 30, 2026 and December 31, 2025.

 Schedule
of Derivative Liability

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Other short-term assets | $0.9 | — |
| Other long-term assets | 0.7 | — |
| Other current liabilities | — | (0.2) |
| Other long-term liabilities | — | (0.4) |
| Total derivatives designated as hedging instruments | $1.6 | $(0.6) |

There
was no effect of offsetting of the derivative financial instruments at June 30, 2026 or December 31, 2025.

The
tables below present the effect of fair value and cash flow hedge accounting on accumulated other comprehensive income for the six months
ended June 30, 2026 and June 30, 2025.

 Schedule
of Fair Value of Cash Flow Hedge Accounting 

**Amount
of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives**

_(in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Interest rate products | $2.4 | — |

**Amount
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income**

_(in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Interest expense, net | $0.2 | — |

10

The
tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations
for the six months ended June 30, 2026 and June 30, 2025.

_(in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Total amounts of income and expense line items presented in the statement of operations and comprehensive loss in which the effects of fair value or cash flow hedges are recorded |  |  |
| Interest expense, net | $(20.0) | $(14.1) |

_(in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Amount of gain (loss) reclassified from accumulated other comprehensive income into income |  |  |
| Interest expense, net | $0.2 | — |

***Credit-risk-related
Contingent Features***

In
November 2025, each of Inspired Gaming (UK) Limited and Gaming Acquisitions Limited, wholly owned (indirect) subsidiaries of the Company
(each, a “Hedging Subsidiary”), entered into an industry standard ISDA Master Agreement, with a negotiated Schedule thereto
(each, an “ISDA Agreement”), with Macquarie Bank Limited, the counterparty to the derivative transactions, and which ISDA
Agreements set forth various provisions which govern the relationship between each such Hedging Subsidiary and the counterparty with
respect to such derivative instruments. Such provisions include certain events which, if triggered by either party, may give rise to
a termination of the relevant derivative instruments, which may trigger a requirement for the exchange of a breakage payment between
the parties.

Each
ISDA Agreement contains a provision whereby if any of the Company’s subsidiaries that has granted credit support in respect of
such derivative transactions defaults on any of its indebtedness above a threshold amount, including default where repayment of such
indebtedness has not been accelerated by the relevant creditor, then the relevant Hedging Subsidiary could also be declared in default
on its derivative obligations. Each ISDA Agreement also contains a provision where the relevant Hedging Subsidiary could be declared
in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the relevant
Hedging Subsidiary’s default on its indebtedness.

As
of June 30, 2026, no derivatives were in a net liability position. As of June 30, 2026, no Hedging Subsidiary has posted any collateral
related to the ISDA Agreement, as no collateral is required under the terms thereof. If the Hedging Subsidiaries had breached any of
the provisions under the terms which resulted in an acceleration of the ISDA Agreements, as at June 30, 2026, no assets would have been
required for the Company to settle its obligations under the respective ISDA Agreements.

**9.Fair Value Measurements**

Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset and liability in an orderly transaction between market participants at the measurement date.
We estimate the fair value of our assets and liabilities utilizing an established three-level hierarchy. The hierarchy is based upon
the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

Level  1: Quoted  prices in active markets for identical assets or liabilities.

Level  2: Observable  inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient  volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable  or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.  Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as  quoted prices that were adjusted for security-specific restrictions.

Level  3: Unobservable  inputs that are supported by little or no market activity that are significant to the fair value of the asset or liability. Level  3 inputs also include non-binding market consensus prices or non-binding broker quotes that are unable to be corroborated with observable  market data.

11

The
fair value of our financial assets and liabilities is determined by reference to market data and other valuation techniques as appropriate.
We believe the fair value of our financial instruments approximates their recorded values.

For
each period, derivative financial instrument assets and liabilities measured at fair value on a recurring basis are included in the financial
statements as per the table below.

Schedule
of Fair Value of Assets and Liabilities 

| Line item | Level | June 30, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
|  |  | (in millions) |  |
| Derivative asset (see note 8) | 2 | $1.6 | — |
| Derivative liability (see note 8) | 2 | — | $(0.6) |

Level
3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s
Principal Financial and Accounting Officer determines its valuation policies and procedures. The development and determination of the
unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Principal
Financial and Accounting Officer.

At
June 30, 2026 and December 31, 2025, there were no Level 3 inputs, and no transfers in or out of Level 3 from other levels in the fair
value hierarchy.

**10.Stock-Based Compensation**

A
summary of the Company’s Restricted Stock Unit (“RSU”) activity during the six months ended June 30, 2026 is as follows:

Schedule
of Restricted Stock Unit Activity

| Line item | Number of Shares |
| --- | --- |
| Unvested Outstanding at January 1, 2026 | 975,381 |
| Granted (1) | 847,948 |
| Forfeited | (54,668) |
| Vested | (138,485) |
| Unvested Outstanding at June 30, 2026 | 1,630,176 |

(1) The  amount shown as “granted” includes 316,775  performance-based target RSUs for 2026 as to which the number that ultimately vests would range from 0%  to 100%  of the target amount of RSUs (based on attainment of Adjusted EBITDA targets for 2026). The amount shown also includes tranches  covering an aggregate of 104,167  Adjusted EBITDA RSUs, approved in 2023 but which were subject to performance criteria for 2026. The  accounting grant date for the 2026 tranches did not occur until the targets were set in February 2026.

The
Company issued a total of 189,076 shares during the six months ended June 30, 2026, in connection with the Company’s equity-based
plans, which primarily reflected the net settlement of RSUs that vested on December 31, 2025.

**11.Accumulated Other Comprehensive (Income) Loss**

The
accumulated balances for each classification of comprehensive (income) loss are presented below:

Schedule of Accumulated Other Comprehensive
 (Income) Loss

_(in millions)_

| Line item | Foreign Currency Translation Adjustments | Fair Value of Hedging Instrument | Unrecognized Pension Benefit Costs | Accumulated Other Comprehensive (Income) |
| --- | --- | --- | --- | --- |
| Balance at January 1, 2026 | $(77.9) | $0.5 | $29.6 | $(47.8) |
| Change during the period | (1.4) | (4.0) | (0.2) | (5.6) |
| Balance at March 31, 2026 | (79.3) | (3.5) | 29.4 | (53.4) |
| Change during the period | 0.9 | 1.8 | (0.3) | 2.4 |
| Balance at June 30, 2026 | $(78.4) | $(1.7) | $29.1 | $(51.0) |

_(in millions)_

| Line item | Foreign Currency Translation Adjustments | Fair Value of Hedging Instrument | Unrecognized Pension Benefit Costs | Accumulated Other Comprehensive (Income) |
| --- | --- | --- | --- | --- |
| Balance at January 1, 2025 | $(78.5) | — | $30.2 | $(48.3) |
| Change during the period | 0.4 | — | (0.2) | 0.2 |
| Balance at March 31, 2025 | $(78.1) | — | $30.0 | $(48.1) |
| Change during the period | 1.5 | — | (0.3) | 1.2 |
| Balance at June 30, 2025 | $(76.6) | — | $29.7 | $(46.9) |

12

**12.Net Income (Loss) per Share**

Basic
income/loss per share (“EPS”) is computed by dividing net income/loss attributable to common stockholders by the weighted-average
number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives
effect to all dilutive potential shares of common stock outstanding during the period, including stock options and RSUs, unless the inclusion
would be anti-dilutive.

The
computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because they were either
contingently issuable shares or because their inclusion would be anti-dilutive:

Schedule
of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

| Line item | 2026 / Three Months Ended June 30, | 2025 / Three Months Ended June 30, | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| RSUs | 608,609 | 1,365,058 | 1,630,176 | 1,365,058 |

The
following table reconciles the numerators and denominators of the basic and diluted EPS computations for the three months ended June
30, 2026.

 Schedule
of Numerators and Denominators of the Basic and Diluted EPS

| Line item | Income (Numerator) (in millions) | Shares (Denominator) | Per-Share Amount |
| --- | --- | --- | --- |
| Basic EPS |  |  |  |
| Income available to common stockholders | $0.2 | 28,908,945 | $0.01 |
| Effect of Dilutive Securities |  |  |  |
| RSUs | — | 367,739 | — |
| Diluted EPS |  |  |  |
| Income available to common stockholders | $0.2 | 29,276,684 | $0.01 |

There
were no reconciling items for the six months ended June 30, 2026, or the three and six months ended June 30, 2025.

The
calculation of Basic EPS includes the effects of 2,313,875 and 2,166,752 shares for the three and six months ended June 30, 2026 and
2025, respectively, with respect to RSU awards that have vested but have not yet been issued.

13

**13.Repurchase of Common Stock**

In
November 2025, the Board of Directors authorized the Company to use up to $25.0 million to repurchase common shares of the Company, subject
to repurchases being effected on or before November 30, 2028 (the “Share Repurchase Program”). Management has discretion
as to whether to repurchase shares of the Company.

During
the six months ended June 30, 2026, the Company repurchased 707,225 shares under the Share Repurchase Program for gross payments of approximately
$5.2 million, which were canceled and retired immediately as of the trade date. As of June 30, 2026, approximately $19.4 million remained
available for future repurchases under the Share Repurchase Program.

Refer
to Part II, Item 2 of this report for further details regarding shares repurchased during the three months ended June 30, 2026.

**14.Other Finance Income**

Other
finance income consisted of the following:

 Schedule of Other Finance Income

_(in millions) · (in millions)_

| Line item | 2026 / Three Months Ended June 30, | 2025 / Three Months Ended June 30, | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| Pension interest cost | $(0.9) | $(0.9) | $(1.8) | $(1.8) |
| Expected return on pension plan assets | 1.1 | 1.1 | 2.1 | 2.2 |
| Other finance income (expense) | $0.2 | $0.2 | $0.3 | $0.4 |

**15.Income Taxes**

The
effective income tax rate for the three months ended June 30, 2026 and 2025 was 74.1% and 795.9%, respectively, resulting in an $0.4 million and an $8.8 million income tax expense, respectively. The effective income tax rate for the six months ended June 30, 2026 and
2025 was 46.5% and (88.6)%, respectively, resulting in a $0.3 million income tax benefit and a $3.7 million income tax expense, respectively.

The
effective tax rate reported in any given year will continue to be influenced by a variety of factors, including the level of pre-tax
income or loss, the income mix between jurisdictions, and any discrete items that may occur.

**16.Related Parties**

Macquarie
Bank Limited (“Macquarie Bank”) (a party to our interest rate swap agreements, as described in Note 8) and Macquarie
Corporate Holdings Pty Limited (UK Branch) (“Macquarie UK”) (an arranger and lending party under our previous revolving
credit facility (“RCF”) which was repaid on June 9, 2025) are affiliates of MIHI LLC, which beneficially owned
approximately 11.5%
of our common stock as of June 30, 2026. Under the interest rateswap agreement, interest expense payable to Macquarie Bank amounted
to $6.0 million and interest receivable from Macquarie Bank amounted to $6.3 million, resulting in a net interest receivable to the Company of $0.3 million, for each of the three and six months ended June 30,
2026. With respect to our previous RCF, interest expense payable to Macquarie UK for the three months ended
June 30, 2025 (including non-utilization fees) amounted to $0.0 million, and for the six months ended June 30, 2025 (including non-utilization fees) amounted to $0.1 million. MIHI LLC is also a party to a stockholders agreement with the Company and other stockholders, dated December 23, 2016,
pursuant to which, subject to certain conditions, MIHI LLC, jointly with Hydra Industries Sponsor LLC, are permitted to designate
two directors to be nominated for election as directors of the Company at any annual or special meeting of stockholders at which
directors are to be elected, until such time as MIHI LLC and Hydra Industries Sponsor LLC in the aggregate hold less than 5%
of the outstanding shares of the Company.

Richard
Weil, the brother of A. Lorne Weil, our Executive Chairman, provides consulting services to the Company relating to our lottery operations
under a consultancy agreement dated December 31, 2021, as amended and extended. The aggregate amount incurred by the Company in consulting
fees was $37,500 for each of the three months ended June 30, 2026 and 2025, respectively, and $75,000 for each of the six months ended
June 30, 2026 and 2025, respectively.

14

**17.Leases**

Certain
of our arrangements include leases for equipment installed at customer locations. As the lessor, we combine lease and non-lease components
for all classes of underlying assets in arrangements that involve operating leases. The single combined component is accounted for under
ASC 606, *Revenue from Contracts with Customers* based on the consideration that the non-lease components are the predominant items
in the arrangements. If a component cannot be combined, the consideration is allocated between the lease component and the non-lease
component based on relative standalone selling price. The lease component is accounted for under ASC 842, *Leases* and the non-lease
component is accounted for under ASC 606.

Lease
income from operating leases is not material for any of the periods presented. Lease income from sales type leases is as follows:

Schedule of Lease Income from Sales

_(in millions) · (in millions)_

| Line item | 2026 / Three Months Ended June 30, | 2025 / Three Months Ended June 30, | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| Interest receivable | $0.4 | $0.3 | $0.7 | $0.6 |
| Profit recognized at commencement date of sales type leases | 0.7 | 1.0 | 1.5 | 2.1 |
| Unvested Outstanding | $1.1 | $1.3 | $2.2 | $2.7 |

**18.Commitments and Contingencies**

***Employment
Agreements***

We
are party to employment agreements with our executive officers and other employees of the Company and our subsidiaries which contain,
among other terms, provisions relating to severance and notice requirements.

***Legal
Matters***

From
time to time, the Company may become involved in lawsuits and legal matters arising in the ordinary course of business. While the Company
believes that, currently, it has no such matters that are material, there can be no assurance that existing or new matters arising in
the ordinary course of business will not have a material adverse effect on the Company’s business, financial condition or results
of operations.

***Purchase
Commitments***

At
June 30, 2026, the Company had commitments to purchase property and equipment amounting to $14.5 million.

15

**19.Pension Plan**

We
operate a defined contribution plan in the US, and both defined benefit and defined contribution pension schemes in the UK. The defined
contribution scheme assets are held separately from those of the Company in independently administered funds.

*Defined
Benefit Pension Scheme*

The
defined benefit plan has been closed to new entrants since April 1, 1999 and closed to future accruals for services rendered to the Company
for the entire financial statement periods presented. The latest triennial actuarial valuation of the plan as at March 31, 2024, which
was finalized in March 2025, determined that the statutory funding objective was not met, i.e., there were insufficient assets to cover
the plan’s technical provisions and there was a funding shortfall.

In
March 2025, a recovery plan was put in place to eliminate the funding shortfall. The recovery plan included a requirement for the plan
actuary to assess the funding position of the plan at March 31, 2026 and if the funding level at that point was less than 100% the Company
would pay a single lump sum contingent contribution calculated as the lower of the deficit calculated by the plan actuary at March 31,
2026 and £0.5 million ($0.7 million). The assessment concluded that the funding position exceeded 100% at March 31, 2026 and consequently
no contingent contribution was payable.

The
following table presents the components of our net periodic pension cost:

Schedule
of Defined Benefit Plans

_(in millions)_

| Line item | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- |
| Components of net periodic pension cost: |  |  |
| Interest cost | $1.8 | $1.8 |
| Expected return on plan assets | (2.1) | (2.2) |
| Amortization of net loss | 0.5 | 0.5 |
| Net periodic cost | $0.2 | $0.1 |

16

**20.Segment Reporting and Geographic Information**

Operating
segments are identified as components of an enterprise for which separate and discrete financial information is available and is used
by the chief operating decision maker, or decision-making group, (the “CODM”), in making decisions on how to allocate resources
and assess performance. The Company’s CODM consists of our Executive Chairman and our President and Chief Executive Officer.

The
Company’s CODM uses measures of segment profit and loss to evaluate the performance areas of 1) revenue and gross margin; 2) staff
and non-staff expenses against budget; 3) investment in capitalized software development; and 4) additional cash expenditures impacting
working capital. The CODM uses the information to allocate financial resources and drive operation decisions such as investing in new
customers, products, geographies and refocusing commercial teams to drive new sales, accelerating or delaying staffing or other selling,
general and administrative expenditures and ensuring technology staff utilization on new product development.

During
the first quarter of 2026, we changed our reportable segments to align with changes in our internal management reporting structure and
the manner in which the CODM assesses performance and allocates resources.

As
a result of these changes, the Company now reports the following reportable segments: Retail Solutions, Virtual Sports, and Interactive.
Previously, the Company reported the following reportable segments: Gaming, Virtual Sports, Interactive, and Leisure. The change in reportable
segments reflects organizational realignment and did not affect the Company’s consolidated financial position, results of operations,
or cash flows. We believe this method of segment reporting reflects both the way our business segments are managed and the way the performance
of each segment is evaluated.

Prior-period
segment information has been recast to conform to the current period presentation. The recast had no impact on previously reported consolidated
totals.

The
refence below to “Other segment items” consist of costs incurred in restructuring activities.

17

The
following tables present revenue, cost of sales, excluding depreciation and amortization, staff-related selling, general and administrative
expenses, non-staff related selling, general and administrative expenses, labor costs capitalized, depreciation and amortization, stock-based
compensation expense, other segment items, operating profit/(loss) and total capital and other long-lived asset expenditures for the
periods ended June 30, 2026 and June 30, 2025, respectively, by business segment. Certain unallocated corporate function costs have not
been allocated to the Company’s reportable operating segments because these costs are not allocable and to do so would not be practical.
Corporate function costs consist primarily of selling, general and administrative expenses, depreciation and amortization and capital
expenditures relating to corporate/shared functions. Asset information by reportable segment is not given as this information is not
provided to the Company’s CODM due to it not being considered necessary in order for the CODM to assess the reportable segments’
performance or to make decisions concerning the allocation of resources.

***Segment
Information***

***Schedule
of Segment Reporting Information by Segment***

**Three
Months Ended June 30, 2026**

_(in millions)_

| Line item | Retail Solutions | Virtual Sports | Interactive | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |  |
| Service | $29.7 | $8.9 | $15.7 | — | $54.3 |
| Product sales | 6.5 | — | — | — | 6.5 |
| Total revenue | 36.2 | 8.9 | 15.7 | — | 60.8 |
| Cost of sales, excluding depreciation and amortization: |  |  |  |  |  |
| Cost of service | (7.3) | (0.6) | (0.8) | — | (8.7) |
| Cost of product sales | (3.5) | — | — | — | (3.5) |
| Staff-related selling, general and administrative expenses | (4.8) | (2.2) | (3.4) | (4.5) | (14.9) |
| Non-staff related selling, general and administrative expenses | (3.3) | (0.1) | (2.0) | (3.8) | (9.2) |
| Labor costs capitalized | 1.1 | 0.7 | 0.8 | — | 2.6 |
| Stock-based compensation expense | (0.2) | (0.1) | (0.2) | (1.1) | (1.6) |
| Depreciation and amortization | (9.7) | (2.7) | (2.0) | (0.1) | (14.5) |
| Other segment items | (0.8) | — | — | (0.3) | (1.1) |
| Segment operating income (loss) | 7.7 | 3.9 | 8.1 | (9.8) | 9.9 |
| Net operating income |  |  |  |  | $9.9 |
| Total capital and other long-lived asset expenditures for the three months ended June 30, 2026 | $3.2 | $2.4 | $1.4 | $0.6 | $7.6 |

**Three
Months Ended June 30, 2025**

_(in millions)_

| Line item | Retail Solutions | Virtual Sports | Interactive | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |  |
| Service | $51.0 | $9.2 | $13.6 | — | $73.8 |
| Product sales | 6.5 | — | — | — | 6.5 |
| Total revenue | 57.5 | 9.2 | 13.6 | — | 80.3 |
| Cost of sales, excluding depreciation and amortization: |  |  |  |  |  |
| Cost of service | (19.7) | (0.7) | (0.8) | — | (21.2) |
| Cost of product sales | (4.0) | — | — | — | (4.0) |
| Staff-related selling, general and administrative expenses | (8.7) | (2.4) | (3.0) | (4.6) | (18.7) |
| Non-staff related selling, general and administrative expenses | (6.5) | (0.5) | (1.6) | (3.2) | (11.8) |
| Labor costs capitalized | 1.9 | 1.0 | 0.9 | — | 3.8 |
| Stock-based compensation expense | (0.5) | (0.1) | (0.2) | (1.0) | (1.8) |
| Depreciation and amortization | (10.9) | (1.9) | (1.6) | (0.9) | (15.3) |
| Other segment items | (0.4) | — | — | (3.0) | (3.4) |
| Segment operating income (loss) | 8.7 | 4.6 | 7.3 | (12.7) | 7.9 |
| Net operating income |  |  |  |  | $7.9 |
| Total capital and other long-lived asset expenditures for the three months ended June 30, 2025 | $14.8 | $1.2 | $0.3 | $0.6 | $16.9 |

18

**Six
Months Ended June 30, 2026**

_(in millions)_

| Line item | Retail Solutions | Virtual Sports | Interactive | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |  |
| Service | $57.6 | $17.6 | $32.4 | — | $107.6 |
| Product sales | 10.4 | — | — | — | 10.4 |
| Total revenue | 68.0 | 17.6 | 32.4 | — | 118.0 |
| Cost of sales, excluding depreciation and amortization: |  |  |  |  |  |
| Cost of service | (14.6) | (1.1) | (1.6) | — | (17.3) |
| Cost of product sales | (6.1) | — | — | — | (6.1) |
| Staff-related selling, general and administrative expenses | (9.3) | (4.4) | (6.2) | (7.8) | (27.7) |
| Non-staff related selling, general and administrative expenses | (7.7) | (0.6) | (4.2) | (9.1) | (21.6) |
| Labor costs capitalized | 2.4 | 1.3 | 1.7 | — | 5.4 |
| Stock-based compensation expense | (0.4) | (0.3) | (0.3) | (2.0) | (3.0) |
| Depreciation and amortization | (18.1) | (4.8) | (3.0) | (1.1) | (27.0) |
| Other segment items | (1.1) | — | — | (0.5) | (1.6) |
| Segment operating income (loss) | 13.1 | 7.7 | 18.8 | (20.5) | 19.1 |
| Net operating income |  |  |  |  | $19.1 |
| Total capital and other long-lived asset expenditures for the six months ended June 30, 2026 | $9.8 | $3.2 | $2.8 | $0.9 | $16.7 |

**Six
Months Ended June 30, 2025**

_(in millions)_

| Line item | Retail Solutions | Virtual Sports | Interactive | Corporate Functions | Total |
| --- | --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |  |
| Service | $87.2 | $17.9 | $25.7 | — | $130.8 |
| Product sales | 9.9 | — | — | — | 9.9 |
| Total revenue | 97.1 | 17.9 | 25.7 | — | 140.7 |
| Cost of sales, excluding depreciation and amortization: |  |  |  |  |  |
| Cost of service | (33.6) | (1.2) | (1.4) | — | (36.2) |
| Cost of product sales | (6.9) | — | — | — | (6.9) |
| Staff-related selling, general and administrative expenses | (16.1) | (4.6) | (5.4) | (7.8) | (33.9) |
| Non-staff related selling, general and administrative expenses | (12.9) | (1.1) | (3.6) | (6.6) | (24.2) |
| Labor costs capitalized | 3.9 | 1.9 | 1.5 | — | 7.3 |
| Stock-based compensation expense | (0.8) | (0.2) | (0.3) | (1.9) | (3.2) |
| Depreciation and amortization | (18.8) | (3.2) | (2.3) | (1.6) | (25.9) |
| Other segment items | (0.6) | — | — | (7.6) | (8.2) |
| Segment operating income (loss) | 11.3 | 9.5 | 14.2 | (25.5) | 9.5 |
| Net operating income |  |  |  |  | $9.5 |
| Total capital and other long-lived asset expenditures for the six months ended June 30, 2025 | $23.3 | $1.7 | $0.8 | $1.6 | $27.4 |

19

***Geographic
Information***

Geographic
information for revenue is set forth below:

Schedule
of Geographic Information

_(in millions) · (in millions)_

| Line item | 2026 / Three Months Ended June 30, | 2025 / Three Months Ended June 30, | 2026 / Six Months Ended June 30, | 2025 / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| Total revenue |  |  |  |  |
| UK | $34.6 | $57.6 | $69.1 | $97.0 |
| Greece | 6.4 | 6.2 | 12.9 | 12.4 |
| USA | 5.8 | 3.9 | 10.5 | 7.8 |
| Rest of world | 14.0 | 12.6 | 25.5 | 23.5 |
| Total | $60.8 | $80.3 | $118.0 | $140.7 |
| Total revenue | $60.8 | $80.3 | $118.0 | $140.7 |

UK
revenue includes revenue from customers headquartered in the UK, but whose revenue is generated globally.

Geographic
information of our non-current assets excluding goodwill is set forth below:

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| UK | $101.1 | $110.9 |
| Greece | 23.0 | 23.8 |
| Rest of world | 18.1 | 19.8 |
| Total | $142.2 | $154.5 |
| Total non-current assets | $142.2 | $154.5 |

Software
development costs are included as attributable to the market in which they are utilized.

**21.Customer Concentration**

During
the three months ended June 30, 2026 one customer represented at least 10% of the Company’s revenue, accounting for 11% of the
Company’s revenue. This customer was served by the Retail Solutions, Virtual Sports and Interactive segments. During the three
months ended June 30, 2025, no customers represented at least 10% of the Company’s revenue.

During
the six months ended June 30, 2026, there were two customers that represented at least 10% of the Company’s revenues, accounting
for approximately 11% and 10% of the Company’s revenues, respectively. These customers were served by the Retail Solutions, Virtual
Sports and Interactive segments. During the six months ended June 30, 2025, no customers represented at least 10% of the Company’s
revenue.

At
June 30, 2026 and December 31, 2025, there were no customers that represented at least 10% of the Company’s accounts receivable.

**22.Subsequent Events**

The
Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements
were issued. The Company did not identify subsequent events that would have required adjustment or disclosure in the consolidated financial
statements.

20

**ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

*The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that
could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section
titled “Risk Factors” included elsewhere in this report.*

**Forward-Looking
Statements**

We
make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
For definitions of the term Forward-Looking Statements, see the definitions provided in the “Cautionary Note Regarding Forward-Looking
Statements” at the front part of this report.

***Revenue***

We
generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and
iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers’ gaming
revenue, typically as a share of net win but sometimes as a share of the handle or “coin in” which represents the total amount
wagered.

***Geographic
Range***

Geographically,
the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder
of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

For
the three- and six-month periods ended June 30, 2026, we derived approximately 57% and 59% of our revenue from the UK (including
customers headquartered in the UK but whose revenue is generated globally), respectively 10% and 9% from USA respectively; 11% and
11% from Greece, respectively; and the remaining 22% and 21% across the rest of the world. During the three- and six-month periods
ended June 30, 2025, we derived approximately 72% and 69% from the UK, respectively; 5% (in both periods) from USA; 8%
and 9% from Greece respectively; and the remaining 15% and 17% across the rest of the world.

As
of June 30, 2026, our non-current assets (excluding goodwill) were attributable as follows: 71% to the UK, 16% to Greece and 13% across
the rest of the world. As of June 30, 2025, our non-current assets (excluding goodwill) were attributable as follows: 73% to the UK,
13% to Greece and 14% across the rest of the world.

***Foreign
Exchange***

Our
results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into
our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange
rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic
region in which the largest portion of our business is operated is the UK, and the British pound (“GBP”) is our functional
currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional currency of GBP
into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances.
The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries
that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.

During
the three- and six-month periods ended June 30, 2026, we derived approximately 43% and 41% respectively of our revenue from sales to
customers outside the UK (see discussion above), compared to 28% and 31% respectively during the three- and six-month periods ended
June 30, 2025.

In
the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD
rate less the equivalent average rate in the prior year period, multiplied by the current period amount in our functional currency (GBP).
The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency,
multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure, but one which management believes provides a useful
indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements,
and currency translation impacts are shown independently.

21

***Non-GAAP
Financial Measures***

We
use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and
Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain non-GAAP financial measures,
define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial
Measures” below.

**Seasonality**

Our
results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming terminals can vary quarter to quarter
due to both supply and demand factors.

**Results
of Operations**

Our
results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting
currency (USD). During the three-month periods ended June 30, 2026 and June 30, 2025, the average GBP:USD rates were 1.34 and 1.34, respectively,
and rates for the six-month periods ended June 30, 2026 and June 30, 2025 were 1.34 and 1.30, respectively.

The
following discussion and analysis of our results of operations has been organized in the following manner:

- a  discussion and analysis of the Company’s results of operations for the three- and six-month periods ended June 30, 2026, compared  to the same periods in 2025; and
- a  discussion and analysis of the results of operations for each of the Company’s segments (Retail Solutions, Virtual Sports and  Interactive) for the three- and six-month periods ended June 30, 2026, compared to the same periods in 2025, including key performance  indicator (“KPI”) analysis.

In
the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

For
all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and
segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange
rates.

***Key
Events during the three-month period ended June 30, 2026***

On
May 18, 2026, the Company announced that James Richardson had stepped down from his role as Executive Vice President and Chief
Financial Officer. The Company’s Board of Directors promoted Craig Wilson, previously Inspired’s Vice President of
Finance and Accounting, to the role of Executive Vice President and Chief Financial Officer, effective May 14, 2026.

During
the period ended June 30, 2026, the Retail Solutions segment was affected by a customer’s shop closures that resulted
in the removal of a number of Vantage terminals from the field. The Company has agreements in place to redeploy the majority of these
terminals within the retail estate during the remainder of 2026.

During
the period ended June 30, 2026, the company broadened the distribution of its Virtual Sports portfolio through a new Software as a Service
(“SaaS”) distribution agreement with Playtech (LSE: PTEC). Under the agreement, Inspired’s Virtual Sports
portfolio will be integrated into Playtech’s Sportsbook platform and accessible to operators worldwide. The SaaS solution
features a cloud-hosted back-end integration with Playtech, allowing for modular delivery that can be adapted to customer
needs.

During
the period a company subsidiary was approved by the Alberta Gaming, Liquor and Cannabis Commission (AGLC) and obtained
registration as an iGaming Goods or Services Supplier-Critical Gaming Systems (IGCS) allowing it to launch both interactive and
virtual products into the newly regulated market. Content was launched subsequent to quarter end, further strengthening the
Company’s presence across North America.

During the period the company
Interactive segment launched its iGaming portfolio in South Africa, enabled through its ongoing agreement with Light & Wonder and
distributed via the Light & Wonder iGaming content marketplace.

Key
agreements signed during the period include a four-year contract extension as the exclusive provider of gaming terminals and content
to Paddy Power, and a three year contract extension with Mecca Bingo for providing service, maintenance and logistics services to gaming
machines installed at ‘Mecca’ bingo halls and Adult Gaming Centre’s (“AGCs”) in the UK.

22

***Overall
Company Results***

***Three
and Six Months ended June 30, 2026, compared to Three and Six Months ended June 30, 2025***

| Line item | For the Three-Month | Variance | For the Six-Month | Variance |
| --- | --- | --- | --- | --- |
|  | Period ended | 2026 vs 2025 | Period ended | 2026 vs 2025 |
| (In millions) | June 30, 2025 | Total Reported Variance % | June 30, 2025 | Total Reported Variance % |
| Revenue: |  |  |  |  |
| Service | $$73.8 | $$(26) | $$130.8 | $$(18) |
| Product | 6.5 | - | 9.9 | 5%% |
| Total revenue | 80.3 | (24) | 140.7 | (16) |
| Cost of Sales, excluding depreciation and amortization: |  |  |  |  |
| Cost of Service | (21.2)) | (59 | (36.2)) | (52) |
| Cost of Product | (4.0)) | (13 | (6.9)) | (12) |
| Staff-related selling general and administrative expenses | (18.7)) | (20) | (33.9)) | (18) |
| Non-staff related selling, general and administrative expenses | (11.8)) | (22 | (24.2)) | (11) |
| Labor costs capitalized | 3.8 | (32) | 7.3 | (26) |
| Other segment items: |  |  |  |  |
| Stock-based compensation | (1.8)) | (11 | (3.2)) | (6) |
| Depreciation and amortization | (15.3)) | (5) | (25.9)) | 4))%% |
| Other selling, general and administrative expenses | (3.4)) | (68 | (8.2)) | (80) |
| Net operating Income (Loss) | 7.9 | 25%% | 9.5 | 101%% |
| Other income (expense) |  |  |  |  |
| Interest expense, net | (7.1)) | 34)%% | (14.1)) | 42))%% |
| Other finance income (expense) | 0.2 | - | 0.4 | (25) |
| Total other income (expense), net | (6.9)) | 35)%% | (13.7)) | 44))%% |
| Net Income (loss) from continuing operations before income taxes | 1.0 | (40) | (4.2)) | (86) |
| Income tax expense | (8.8)) | (95 | (3.7) | (108 |
| Net Income (Loss) | $$(7.8) | $$(103 | $$(7.9)) | $$(96 |
| Exchange Rate - $ to £ | 1.34 |  | 1.30 |  |

See
“Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the
individual segment results of operations.

23

***Revenue
(for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025)***

**Consolidated
Reported Revenue by Segment**

For
the three-month period ended June 30, 2026, Total Revenue on a functional currency (at constant rate) basis decreased by $19.8
million or 25% compared to the three-month period ended June 30, 2025 and for the six-month period ended June 30, 2026, total
revenue on a functional currency basis decreased by $26.4 million or 19% compared to the six-month period ended June 30,
2025.

For
the three-month period ended June 30, 2026 compared to the three-month period ended June 30, 2025, Retail Solutions revenue declined
by $21.5 million, due to a decrease in service revenue, primarily reflecting the sale of the UK holiday parks business and certain
associated leisure assets in November 2025, and the pub operator model change. Virtual Sports revenue declined by $0.4 million, due to a decrease in
online revenue, while Interactive revenue grew by $2.0 million, due to growth in the UK, mainland Europe and North American markets.
UK growth was partially offset by higher UK remote gaming taxes.

For
the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025, Retail Solutions revenue declined by $31.1
million, predominantly due to a decrease in service revenue of $31.4 million, reflecting the sale of the UK holiday parks business and
certain associated leisure assets, and the pub operator model change. This was partially offset by an increase in product sales of $0.3
million (reflecting the variable nature of terminal sales).

24

***Cost
of Sales, excluding depreciation and amortization***

Cost
of sales, excluding depreciation and amortization, for the three- and six-month periods ended June 30, 2026, decreased by $12.9 million
and $20.0 million, or 51% and 46%, respectively, compared to the three- and six-month periods ended June 30, 2025. The decreases were predominantly
driven by a $12.4 million and $19.1 million decrease in cost of service, respectively, primarily due to the sale of the UK holiday parks
business and certain leisure assets and the pub operator business model change, as well as a $0.5 million and $0.9 million decrease
in cost of product, respectively, attributable to the same restructuring activity.

***Staff
related selling, general and administrative expenses***

Staff
related selling, general and administrative expenses for the three- and six-month periods ended June 30, 2026 decreased by $4.0 million,
and $7.5 million, or 21% and 22%, respectively compared to the threes and six-month periods ended June 30, 2025. This was predominantly
related to the sale of the UK holiday parks business and certain associated leisure assets.

***Non-staff
related selling, general and administrative expenses***

Non-staff related selling,
general and administrative expenses for the three- and six-month periods ended June 30, 2026 decreased by $2.6 million and $3.5 million,
or 22% and 14%, respectively, compared to the three- and six-month periods ended June 30, 2025.

The decrease in the three-month period ended June 30, 2026, compared
to the three-month period ended June 30, 2025, was mainly driven by lower facility costs of $1.0 million, fleet costs of $0.9 million
(both related to the sale of the UK holiday parks business and certain leisure assets and the pub operator business model restructuring
activity), professional fees of $0.4 million and storage costs of $0.3 million.

The decrease in the six-month period ended June 30, 2026, compared
to the period ended June 30, 2025 was driven by lower fleet costs of $1.7 million, facility costs of $1.6 million (both related to the
sale of the UK holiday parks business and certain leisure assets and the pub operator business model restructuring activity) and storage
costs of $0.6 million partially offset by higher professional fees of $0.5 million.

***Stock-based
compensation***

During the three- and six-month periods ended June 30, 2026, the Company
recorded expenses of $1.6 million and $3.0 million, respectively, compared to expenses of $1.8 million and $3.2 million for the three-
and six-month periods ended June 30, 2025. All expenses related to outstanding awards.

***Depreciation
and amortization***

Depreciation
and amortization for the three-month period ended June 30, 2026 decreased by $0.9 million compared to the three-month period ended June
30, 2025, mainly driven by a decrease in Retail Solutions of $1.3 million due to the sale of the UK holiday parks business and certain
leisure assets and pub operator business model, partially offset by increases in Virtual Sports of $0.7 million and Interactive of $0.3
million for increased software development and intangible assets.

Depreciation
and amortization for the six-month period ended June 30, 2026 increased by $0.3 million compared to the six-month period ended June 30,
2025. This increase was driven by increases in Virtual Sports of $1.5 million and Interactive of $0.6 million, partially offset by a
reduction in Retail Solutions of $1.3 million mainly due to the sale of the UK holiday parks business and certain leisure assets and
the pub operator business model restructuring activity.

***Other
selling, general and administrative expenses***

Other selling, general and administrative expenses for the three- and
six-month periods ended June 30, 2026, decreased by $2.3 million and $6.7 million, or 68% and 82%, respectively compared with the three-
and six-month periods ended June 30, 2025. The decrease in the three-month period ended June 30, 2026, compared to the three-month period
ended June 30, 2025 was primarily driven by the costs relating to refinancing during the three-month period ended June 30, 2025. The decrease
in the six-month period ended June 30, 2026, compared to the period ended June 30, 2025, was driven by costs relating to the restructure
of previously issued financial statements not repeated, expenses relating to restructuring costs, and costs relating to refinancing during
the six-month period ended June 30, 2025.

***Net
operating income***

During the three- and six-month
periods ended June 30, 2026, net operating income was $9.9 million and $19.1 million, respectively, representing an increase of $1.9 million
and $9.3 million, respectively, compared to the three- and six-month periods ended June 30, 2025.

The increase in the three-month period ended June 30, 2026, compared
to the three-month period ended June 30, 2025, was predominantly due to lower staff and non-staff related selling, general and administrative
expenses (due to sale of the UK holiday parks business and certain leisure assets), and costs relating to refinancing during the three-month
period ended June 30, 2025.

The growth in the six-month period ended June 30, 2026, compared to
the six-month period ended June 30, 2025, was mainly due to lower staff and non-staff related selling, general and administrative expenses
(due to sale of the UK holiday parks business and certain associated leisure assets), and costs relating to the restructure of previously
issued financial statements not repeated, expenses relating to restructuring costs, and costs relating to refinancing during the six-month
period ended June 30, 2025.

25

***Net
Income / (Loss)***

For the three-month period
ended June 30, 2026, net income was $0.2 million compared to a net loss of $7.8 million, primarily due to a decrease of income tax expense
of $8.3 million (the effective rate in any given year is influenced by a variety of factors including the level of pre-tax income or loss,
the income mix between jurisdictions, and any discrete items that may occur), and the increase of net operating income of $1.9 million,
partially offset by higher interest expense of $2.4 million.

For the six-month period ended June 30, 2026, net loss was $0.3 million
compared to a net loss of $7.9 million mainly due to the increase of net operating income of $9.3 million and a favorable movement in
income taxes of $3.6 million, partially offset by higher interest expense of $5.3 million.

***Deferred
Tax***

The
Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to
be utilized in the United States, and United States interest expected to be limited under Section 163(j).

***Segment
Results* (*for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025)***

***Retail
Solutions***

We
generate revenue from our Retail Solutions segment through delivery of our gaming terminals preloaded with proprietary gaming software,
server-based content, as well as services such as terminal repairs, maintenance, software upgrades and upgrades on a when and if available
basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation
and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to
our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals
placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of
the contract.

Revenue
growth for our Retail Solutions business is principally driven by changes in (i) the number of operator customers we have, (ii) the number
of Retail Solutions machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive
pursuant to our contracts with our customers.

***Retail
Solutions, Key Performance Indicators***

| Line item | For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance |
| --- | --- | --- | --- | --- |
|  | June 30, | 2026 vs 2025 | June 30, | 2026 vs 2025 |
| Retail Solutions | 2025% | % | 2025% | % |
| End of period installed base (# of terminals) (2) | 42,000 | (9.1) | 42,000 | (9.1) |
| Total Retail Solutions - Average installed base (# of terminals) (2) | 42,087 | (8.0) | 42,076 | (7.5) |
| Participation - Average installed base (# of terminals) (2) | 30,762 | 1.0% | 30,802 | 1.6% |
| Fixed Rental - Average installed base (# of terminals) | 16,304 | (23.2) | 15,265 | (17.7) |
| Service Only - Average installed base (# of terminals) | 9,994 | (10.5) | 9,966 | (11.6) |
| Customer Gross Win per unit per day (1) (2) | ££99.3 | £5.0% | ££99.2 | £3.9% |
| Customer Net Win per unit per day (1) (2) | ££73.5 | £5.0% | ££73.3 | £3.7% |
| Inspired Blended Participation Rate | 6.5%% | (9.2 | 5.4%% | 9.3%% |
| Inspired Fixed Rental Revenue per Retail Solutions Machine per week | ££47.5 | £(22.1) | ££48.6 | £(25.1) |
| Inspired Service Rental Revenue per Retail Solutions Machine per week | ££8.1 | £(2.5) | ££8.4 | £(3.6) |
| Retail Solutions Long term license amortization (£’m) | ££599.7 | £61.0% | ££1,064.2 | £81.7% |
| Number of Machine sales | 538 | 47.8% | 851 | 54.4% |
| Average selling price per terminal | ££7,787 | £(29.1) | ££6,990 | £(23.8) |
| Total Holiday Parks Revenue (£’m) | ££11.0 | £(100.0) | ££14.0 | £(100.0) |

(1) Includes  all SBG terminals in which the Company takes a participation revenue share across all territories.

(2) Includes  approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.

26

In
the table above:

“End
of Period Installed Base” represent the number of gaming machines installed (excluding Holiday Park machines) that are Category
B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), This is
equal to the number of deployed Retail Solutions terminals at the end of each period that have been placed on a participation or fixed
rental basis. Retail Solutions participation revenue, which comprises the majority of Retail Solutions service revenue, is directly related
to the participation terminal installed base. This is the medium by which our customers generate revenue and pay a revenue share
to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher the
Company’s revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth across
the segment. This does not include Service Only terminals.

Revenue
is derived from the performance of the installed base as described by the Gross and Net Win KPIs.

If
the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an
indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers
or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

“Total
Retail Solutions - Average Installed Base” is the average number of deployed Retail Solutions terminals during the period consisting
of both participation terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe
this measure is particularly useful for assessing existing customers or markets to provide comparisons of historical size and performance.
This does not include Service Only terminals.

“Participation
- Average Installed Base” is the average number of deployed Retail Solutions terminals that generated revenue on a participation
basis.

“Fixed
Rental - Average Installed Base” is the average number of deployed Retail Solutions terminals that generated revenue on a fixed
rental basis.

“Service
Only - Average Installed Base” is the average number of terminals that generated revenue on a Service only basis.

“Customer
Gross Win per unit per day” is a KPI used by our management to (i) assess impact on the Company’s revenue, (ii) determine
changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our
customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company
takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings
to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

Retail
Solutions revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined
as a regulatory levy paid by the Customer to government bodies) and applying the Company’s contractual revenue share percentage.

Our
management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is
unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons
and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we
operate.

“Customer
Net Win per unit per day” is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

“Inspired
Blended Participation Rate” is the Company’s average revenue share percentage across all participation terminals where revenue
is earned on a participation basis, weighted by Customer Net Win per unit per day.

“Inspired
Fixed Rental Revenue per Gaming Machine per week” is the Company’s average fixed rental amount across all fixed rental terminals
where revenue is generated on a fixed fee basis, per unit per week.

“Inspired
Service Rental Revenue per Retail Solutions Machine per week” is the Company’s average service rental amount across all service
only rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

“Retail
Solutions Long term license amortization” is the upfront license fee per terminal which is typically spread over the life of the
terminal.

Our
overall Retail Solutions revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation
- Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation
Rate, which is equal to “Participation Revenue”.

“Number
of Machine sales” is the number of terminals sold during the period.

“Average
selling price per terminal” is the total revenue in GBP of the Retail Solutions terminals sold divided by the “number of
Machine sales”.

27

***Retail
Solutions, Recurring Revenue***

Set
forth below is a breakdown of our Retail Solutions recurring revenue. Retail Solutions recurring revenue principally consists of Retail
Solutions participation revenue and fixed rental revenue.

| Line item | For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance |
| --- | --- | --- | --- | --- |
|  | June 30, | 2026 vs 2025 | June 30, | 2026 vs 2025 |
| (In £ millions) | 2025% |  | 2025% |  |
| Retail Solutions Recurring Revenue |  |  |  |  |
| Total Retail Solutions Revenue | ££43.1 | £(16.1) | ££74.5 | £(23.9) |
| Retail Solutions Participation Revenue | ££13.5 | £(0.7) | ££26.8 | £(1.4) |
| Retail Solutions Project Recurring Revenue | ££11.1 | £(4.2) | ££21.3 | £(7.6) |
| Other Fixed Fee Recurring Revenue | ££0.7 | £(0.5) | ££0.9 | £(0.6) |
| Retail Solutions Long-term license amortization | ££0.6 | £0.4% | ££1.1 | £0.8% |
| Retail Solutions Holiday Parks Recurring Revenue | £11.0 | £(11.0) | ££14.0 | £(14.0) |
| Total Retail Solutions Recurring Revenue | ££36.9 | £(16.0) | ££64.1 | £(22.8) |
| Retail Solutions Recurring Revenue as a % of Total Retail Solutions Revenue | 86%% | (9 | 86%% | (4 |

In
the table above:

“Retail
Solutions Participation Revenue” includes our share of revenue generated from (i) our Retail Solutions terminals placed in gaming
and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.

“Retail
Solutions Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted
basis.

“Retail
Solutions Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.

“Retail
Solutions Long term license amortization” – see the definition provided above.

“Total
Retail Solutions Recurring Revenue” is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.

***Retail
Solutions, Service Revenue by Region***

Set
forth below is a breakdown of our Retail Solutions service revenue by geographic region. Retail Solutions service revenue consists principally
of Retail Solutions participation revenue, Retail Solutions other fixed fee revenue, Retail Solutions long-term license amortization
and Retail Solutions other non-recurring revenue. See “Retail Solutions Segment Revenue” below for a discussion of Retail
Solutions service revenue between the periods under review.

| Line item | For the Three-Month / Period ended | Variance | For the Six-Month / Period ended | Variance |
| --- | --- | --- | --- | --- |
| (In millions) | June 30, 2025 | Total Functional Currency % | June 30, 2025 | Total Functional Currency % |
| Service Revenue: |  |  |  |  |
| UK LBO | $$12.1 | (3) | $$22.0 | $4%% |
| UK Holiday Parks | 14.7 | (100) | 18.4 | (100) |
| UK Other | 17.8 | (44) | 33.9 | 2)% |
| Italy | 0.4 | 4% | 0.7 | 4%% |
| Greece | 4.6 | 4%% | 9.2 | 4%% |
| Rest of the World | - | 100%% | 0.3 | 11%% |
| Lotteries | 1.4 | (2 | 2.7 | 3)%% |
| Total Service revenue | $$51.0 | $(42) | $$87.2 | $2%% |
| Exchange Rate - $ to £ | 1.34 |  | 1.30 |  |

Note:
Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could
be slightly different from the average rate during the period depending on timing of transactions.

28

***Retail
Solutions, Results of Operations***

| Line item | For the Three-Month | Variance | For the Six-Month | Variance |
| --- | --- | --- | --- | --- |
|  | Period ended | 2026 vs 2025 | Period ended | 2026 vs 2025 |
| (In millions) | June 30, 2025 | Total Reported Variance % | June 30, 2025 | Total Reported Variance % |
| Revenue: |  |  |  |  |
| Service | $$51.0 | $$(42) | $$87.2 | $$(34) |
| Product | 6.5 | - | 9.9 | 5%% |
| Total revenue | 57.5 | (37) | 97.1 | (30) |
| Cost of Sales, excluding depreciation and amortization: |  |  |  |  |
| Cost of Service | (19.7)) | (63 | (33.6)) | (57) |
| Cost of Product | (4.0)) | (13 | (6.9)) | (12) |
| Total cost of sales | (23.7)) | (54 | (40.5)) | (49) |
| Staff-related selling, general and administrative expenses | (8.7)) | (45) | (16.1)) | (42) |
| Non-staff related selling, general and administrative expenses | (6.5)) | (49 | (12.9)) | (40) |
| Labor costs capitalized | 1.9 | (42) | 3.9 | (38) |
| Other segment items: |  |  |  |  |
| Stock-based compensation | (0.5)) | (60 | (0.8)) | (50 |
| Depreciation and amortization | (10.9)) | (11) | (18.8)) | (4) |
| Other selling, general and administrative expenses | (0.4)) | 100)%% | (0.6)) | 83)%% |
| Net operating Income | $$8.7 | $$(11) | $$11.3 | $$16%% |
| Exchange Rate - $ to £ | 1.34 |  | 1.30 |  |

Note:
Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Retail Solutions results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

29

***Retail
Solutions Operating / Net Income***

Net
income for the three-month period ended June 30, 2026, decreased by $1.1 million, compared to the three-month period ended June 30, 2025,
and net income for the six-month period ended June 30, 2026, increased by $1.6 million, compared to the six-month period ended June 30,
2025, primarily driven by the sales of the UK holiday parks business and certain associated leisure assets, and the pub operator model
restructuring.

***Virtual
Sports***

We generate revenue from our Virtual Sports segment through
the provision of our products to customers for deployment both on-premise in licensed gaming venues and online through customers’ websites
and mobile applications across multiple regulated jurisdiction. We primarily receive fees
on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue
to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant applicable gaming taxes) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities. Typically, we recognize
revenue from these arrangements on a daily basis over the term of the contract.

Revenue
growth for our Virtual Sports segment is principally driven by the number of customers we have, the number of jurisdictions across which they operate, the net win performance of the games
and the net win percentage that we receive pursuant to our contracts with our customers.

***Virtual
Sports, Key Performance Indicators***

| Line item | For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance |
| --- | --- | --- | --- | --- |
|  | June 30, | 2026 vs 2025 | June 30, | 2026 vs 2025 |
|  | 2025% | % | 2025% | % |
| Virtual Sports |  |  |  |  |
| No. of Live Customers at the end of the period | 59 | - | 59 | - |
| Average No. of Live Customers | 58 | 1.7% | 58 | 3.4% |
| Total Revenue (£’m) | ££6.9 | £(4.3) | ££13.9 | £(5.8) |
| Total Revenue £’m - Retail | ££2.3 | £(4.3) | ££4.4 | £(2.3) |
| Total Revenue £’m - Online Virtuals | ££4.6 | £(4.3) | ££9.4 | £(6.4) |

In
the table above:

“No.
of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from
which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports
revenue during the period, respectively.

“Total
Revenue (£m)” represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total
revenue is also divided between “Total Revenue (£m) – Retail,” which consists of revenue earned through players
wagering at Virtual Sports venues, “Total Revenue (£m) – Online Virtuals,” which consists of revenue earned through
players wagering on Virtual Sports online.

***Virtual
Sports, Recurring Revenue***

Set
forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue
as well as long-term license amortization. See “Virtual Sports Segment Revenue” below for a discussion of Virtual Sports
service revenue between the periods under review.

| Line item | For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance |
| --- | --- | --- | --- | --- |
|  | June 30, | 2026 vs 2025 | June 30, | 2026 vs 2025 |
| (In £ millions) | 2025% | % | 2025% | % |
| Virtual Sports Recurring Revenue |  |  |  |  |
| Total Virtual Sports Revenue | ££6.9 | £(4) | ££13.8 | £(5) |
| Recurring Revenue - Retail Virtuals | ££2.1 | £(5) | ££4.1 | £(5) |
| Recurring Revenue - Online Virtuals | ££4.5 | £(4) | ££9.1 | £(5) |
| Total Virtual Sports Long-term license amortization | ££0.3 | £(33) | ££0.5 | £(20) |
| Total Virtual Sports Recurring Revenue | ££6.9 | £(6) | ££13.7 | £(6) |
| Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue | 100%% |  | 99%% |  |

“Recurring
Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our
game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable
with our game servers.

“Virtual
Sports Long term license amortization” is the upfront license fee which is typically spread over the life of the contract.

30

***Virtual
Sports, Results of Operations***

| Line item | For the Three-Month | Variance | For the Six-Month | Variance |
| --- | --- | --- | --- | --- |
|  | Period ended | 2026 vs 2025 | Period ended | 2026 vs 2025 |
| (In millions) | June 30, 2025 | Total Reported Variance % | June 30, 2025 | Total Reported Variance % |
| Service Revenue | $$9.2 | $$(3) | $$17.9 | $$(2) |
| Cost of Service | (0.7)) | (14) | (1.2)) | (8) |
| Staff-related selling, general and administrative expenses | (2.4)) | (8 | (4.6)) | (4) |
| Non-staff related selling, general and administrative expenses | (0.5)) | (80 | (1.1)) | (45) |
| Labor costs capitalized | 1.0 | 30)%% | 1.9 | (32) |
| Other segment items: |  |  |  |  |
| Staff-related selling, general and administrative expenses |  |  |  |  |
| Stock-based compensation | (0.1)) | - | (0.2)) | 50)%% |
| Depreciation and amortization | (1.9)) | 42))%% | (3.2)) | 50))%% |
| Net operating Income | $$4.6 | $$(15) | $$9.5 | $$(19) |
| Exchange Rate - $ to £ | 1.34 |  | 1.30 |  |

Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

***Virtual
Sports Revenue***

During the three- and six-month periods ended June 30, 2026, revenue
decreased by $0.4 million and $1.0 million, or 4% and 6%, respectively compared to the three- and six-month periods ended June 30, 2025
primarily driven by lower revenue from a key customer, partially offset by increased revenue from other customers.

***Virtual
Sports Operating income***

During
the three-month period ended June 30, 2026, operating income decreased by $0.7 million compared to the three-month period ended June
30, 2025, primarily due to an increase in depreciation and amortization of $0.7 million and a decrease in gross margin of $0.2 million,
partially offset by a reduction in non-staff related selling, general and administrative expenses of $0.4 million.

During
the six-month period ended June 30, 2026, operating income decreased by $2.2 million compared to the six-month period ended June 30,
2025, mainly due to an increase in depreciation and amortization of $1.5 million and a decrease in gross margin of $0.8 million, partially
offset by a reduction in non-staff related selling, general and administrative expenses of $0.6 million.

31

***Interactive***

We generate revenue from our Interactive segment through the Remote
Gaming Server (“RGS”) enabling bespoke or general game content either via third party aggregation platforms, or directly on
the customers gaming platform. Typically, we receive fees on a participation basis. Our participation contracts are usually structured
to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays
and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites. Typically,
we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue
growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance
of the games and the net win percentage that we receive pursuant to our contracts with our customers.

***Interactive,
Key Performance Indicators***

| Line item | For the Three-Month Period ended | Variance | For the Six-Month Period ended | Variance |
| --- | --- | --- | --- | --- |
|  | June 30, | 2026 vs 2025 | June 30, | 2026 vs 2025 |
|  | 2025% | % | 2025% | % |
| Interactive |  |  |  |  |
| No. of Live Customers at the end of the period | 196 | 11.7% | 196 | 11.7% |
| Average No. of Live Customers | 194 | 10.3% | 189 | 13.2% |
| No. of Games available at the end of the period | 320 | 12.2% | 320 | 12.2% |
| Average No. of Games available | 318 | 12.3% | 321 | 9.3% |
| No. of Live Games at the end of the period | 296 | 13.5% | 296 | 13.5% |
| Average No. of Live Games | 294 | 13.6% | 297 | 10.4% |
| Total Revenue (£’m) | ££10.1 | £14.9% | ££19.7 | £22.3% |

In
the table above:

“No.
of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from
which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue
during the period, respectively.

“No.
of Games available at the end of the period” and “Average No. of Games available” represents the number of games that
are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games
that are available but have not yet gone live with any operators) and the average number of games that are available for operators to
deploy during the period, respectively. This incorporates both live games and inactive games.

“No.
of Live Games at the end of the period” and “Average No. of Live Games” represents the number of games from which there
is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period,
respectively.

“Total
Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.

32

***Interactive,
Results of Operations***

| Line item | For the Three-Month | Variance | For the Six-Month | Variance |
| --- | --- | --- | --- | --- |
|  | Period ended | 2026 vs 2025 | Period ended | 2026 vs 2025 |
| (In millions) | June 30, 2025 | Total Reported Variance % | June 30, 2025 | Total Reported Variance % |
| Service Revenue | $$13.6 | $$15%% | $$25.7 | $$26%% |
| Cost of Service | (0.8)) | - | (1.4)) | 14))%% |
| Staff-related selling, general and administrative expenses | (3.0)) | 13)%% | (5.4)) | 15))%% |
| Non-staff related selling, general and administrative expenses | (1.6)) | 25))%% | (3.6)) | 17))%% |
| Labor costs capitalized | 0.9 | (11) | 1.5 | 13%% |
| Other segment items: |  |  |  |  |
| Stock-based compensation | (0.2)) | - | (0.3)) | - |
| Depreciation and amortization | (1.6)) | 25))%% | (2.3)) | 30))%% |
| Net operating Income | $$7.3 | $$11)%% | $$14.2 | $$32%% |
| Exchange Rate - $ to £ | 1.34 |  | 1.30 |  |

Note:
Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly
different from the average rate during the period depending on timing of transactions.

All
variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact
of any changes in foreign currency exchange rates.

***Interactive
Revenue***

During three- and six-month periods ended June 30, 2026, revenue increased
by $2.0 million and $5.5 million, or 15% and 21%, respectively, compared to the three- and six-month periods ended June 30, 2025 mainly
driven by recurring revenue growth in the UK, mainland Europe and North America. UK revenue growth was partially offset by higher UK remote
gaming taxes.

***Interactive
Net Operating Income***

Operating income for the three-month period ended June 30, 2026 increased
by $0.9 million, compared to the three-month period ended June 30, 2025. This increase was driven by the increase in revenue, partially
offset by increases in staff and non-staff related selling, general and administrative expenses of $0.7 million and depreciation and amortization
of $0.3 million.

For the six-month period ended June 30, 2026, compared to the six-month
period ended June 30, 2025, operating income increased by $3.9 million driven by the increase in gross margin of $5.4 million, partially
offset by increases in Staff and non-staff related selling, general and administrative expenses of $10.0 million and depreciation and
amortization of $0.6 million, incurred to support the revenue growth.

33

***Non-GAAP
Financial Measures***

We
use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage
our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For
these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard
U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a
result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation
of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information
prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S.
GAAP financial measures.

We
define our non-GAAP financial measures as follows:

***EBITDA*** is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.

***Adjusted
EBITDA*** is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income
tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts
include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in
the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where
trading no longer occurs) including closed defined benefit pension schemes. Additional adjustments are made for items considered outside
the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance,
impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger
and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued
financial statements.

We
believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because
it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense
and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results
and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future.
Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss,
because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and
losses which are not deemed to be a normal part of underlying business activities)*.* Our use of Adjusted EBITDA may not be comparable
to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as
only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and
amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

34

***Adjusted
Revenue (Revenue Excluding Low Margin Gaming Hardware Sales)*** is defined as revenue excluding Gaming hardware sales that are sold
at Low Margin with the intention of securing longer term recurring revenue streams.

***Functional
Currency at Constant rate.*** Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the
equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining
difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied
by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.

***Currency
Movement*** represents the difference between the results in our reporting currency (USD) and the results on a functional currency
(at constant rate) basis.

Reconciliations from net
loss, as shown in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below:

***Reconciliation
to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2026***

| (In millions) | For the Three-Month Period ended / June 30, 2026 / Total | For the Three-Month Period ended / June 30, 2026 / Retail Solutions | For the Three-Month Period ended / June 30, 2026 / Virtual Sports | For the Three-Month Period ended / June 30, 2026 / Interactive | For the Three-Month Period ended / June 30, 2026 / Corporate | For the Six-Month Period ended / June 30, 2026 / Total | For the Six-Month Period ended / June 30, 2026 / Retail Solutions | For the Six-Month Period ended / June 30, 2026 / Virtual Sports | For the Six-Month Period ended / June 30, 2026 / Interactive | For the Six-Month Period ended / June 30, 2026 / Corporate |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net Income/ (loss) | $0.2 | $7.7 | $3.9 | $8.1 | $(19.5) | $(0.3) | $13.1 | $7.7 | $18.8 | $(39.9) |
| Pension charges (1) | 0.3 |  |  |  | 0.3 | 0.5 |  |  |  | 0.5 |
| Costs of group restructure (2) | 0.8 | 0.8 |  |  | - | 1.1 | 1.1 |  |  | - |
| Stock-based compensation expense (4) | 1.6 | 0.2 | 0.1 | 0.2 | 1.1 | 3.0 | 0.4 | 0.3 | 0.3 | 2.0 |
| Depreciation and amortization (4) | 14.5 | 9.7 | 2.7 | 2.0 | 0.1 | 27.0 | 18.1 | 4.8 | 3.0 | 1.1 |
| Interest expense net (4) | 9.5 |  |  |  | 9.5 | 20.0 |  |  |  | 20.0 |
| Other finance expenses / (income) (4) | (0.2) |  |  |  | (0.2) | (0.3) |  |  |  | (0.3) |
| Income tax (4) | 0.4 |  |  |  | 0.4 | (0.3) |  |  |  | (0.3) |
| Adjusted EBITDA | $27.1 | $18.4 | $6.7 | $10.3 | $(8.3) | $50.7 | $32.7 | $12.8 | $22.1 | $(16.9) |
| Adjusted EBITDA | £20.1 | £13.7 | £5.0 | £7.6 | £(6.2) | £37.8 | £24.3 | £9.5 | £16.4 | £(12.4) |
| Exchange Rate - $ to £ (5) | 1.34 |  |  |  |  | 1.34 |  |  |  |  |

Note:
Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would
not be practical; these are shown in the Corporate category.

35

***Reconciliation
to Adjusted EBITDA by segment for the Three and Six Months ended June 30, 2025***

| (In millions) | For the Three-Month Period ended / June 30, 2025 / Total | For the Three-Month Period ended / June 30, 2025 / Retail Solutions | For the Three-Month Period ended / June 30, 2025 / Virtual Sports | For the Three-Month Period ended / June 30, 2025 / Interactive | For the Three-Month Period ended / June 30, 2025 / Corporate | For the Six-Month Period ended / June 30, 2025 / Total | For the Six-Month Period ended / June 30, 2025 / Retail Solutions | For the Six-Month Period ended / June 30, 2025 / Virtual Sports | For the Six-Month Period ended / June 30, 2025 / Interactive | For the Six-Month Period ended / June 30, 2025 / Corporate |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net Income/ (loss) | $(7.8) | $8.7 | $4.6 | $7.3 | $(28.4) | $(7.9) | $11.3 | $9.5 | $14.2 | $(42.9) |
| Pension charges (1) | 0.3 |  |  |  | 0.3 | 0.5 |  |  |  | 0.5 |
| Cost of Group Restructure (2) | 3.2 | 0.4 |  |  | 2.8 | 3.7 | 0.6 |  |  | 3.1 |
| Costs of group restatement (3) | (0.1) |  |  |  | (0.1) | 4.0 |  |  |  | 4.0 |
| Stock-based compensation expense (4) | 1.8 | 0.5 | 0.1 | 0.2 | 1.0 | 3.2 | 0.8 | 0.2 | 0.3 | 1.9 |
| Depreciation and amortization (4) | 15.3 | 10.9 | 1.9 | 1.6 | 0.9 | 25.9 | 18.8 | 3.2 | 2.3 | 1.6 |
| Interest expense net (4) | 7.1 |  |  |  | 7.1 | 14.1 |  |  |  | 14.1 |
| Other finance expenses / (income) (4) | (0.2) |  |  |  | (0.2) | (0.4) |  |  |  | (0.4) |
| Income tax (4) | 8.8 |  |  |  | 8.8 | 3.7 |  |  |  | 3.7 |
| Adjusted EBITDA | $28.4 | $20.5 | $6.6 | $9.1 | $(7.8) | $46.8 | $31.5 | $12.9 | $16.8 | $(14.4) |
| Adjusted EBITDA | £21.3 | £15.4 | £5.0 | £6.8 | £(5.9) | £35.8 | £24.1 | £9.9 | £12.9 | £(11.1) |
| Exchange Rate - $ to £ (5) | 1.34 |  |  |  |  | 1.30 |  |  |  |  |

Note:
Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would
not be practical; these are shown in the Corporate category.

Notes
to Adjusted EBITDA reconciliation tables above:

| (1) | “Pension charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount of associated professional services expenses. These costs are included within Corporate Functions. |
| --- | --- |
| (2) | “Costs of Group Restructure” includes redundancy costs, Payments In Lieu of Notice costs and any associated employer taxes. To qualify as being an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation to the exit of an Executive. |
| (3) | “Costs of Group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements. It also includes costs relating to the SEC inquiry that was concluded in January 2025. To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature. |
| (4) | Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are described above in the Results of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout liability, change in fair value of derivative liability and other finance income. |
| (5) | Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions. |

36

**Liquidity
and Capital Resources**

***Six
Months ended June 30, 2026, compared to Six Months ended June 30, 2025***

| Line item | Six Months ended | Variance |
| --- | --- | --- |
|  | June 30, | 2026 to |
| (in millions) | 2025 | 2025 |
| Net loss | $$(7.9)) | $7.6 |
| Amortization of debt fees | 1.3 | 0.7 |
| Change in fair value of stock-based compensation expense | 3.2 | (0.2) |
| Deferred income taxes | (0.1) | 0.1 |
| Depreciation and amortization (incl right of use assets) | 27.5 | 0.6 |
| Other net cash (utilized)/generated by operating activities | 16.7) | (20.0) |
| Net cash provided by operating activities | 40.7 | (11.2) |
| Net cash used in investing activities | (31.2)) | 12.5 |
| Net cash (used)/generated by financing activities | 4.1) | (34.6) |
| Effect of exchange rates on cash | 3.4) | (3.8) |
| Net (decrease)/increase in cash and cash equivalents | $$17.0) | $(37.1) |

***Net
cash provided by operating activities***

For
the six months ended June 30, 2026, net cash provided by operating activities was a $29.5 million inflow, compared to a $40.7 million
inflow for the six months ended June 30, 2025, representing an $11.2 million decrease in cash generation from operating activities. This
decrease was driven primarily through the collection of receipts in the prior year relating to machine sales made at the end of 2024
and unfavorable timing on supplier payments.

Change
in fair value of stock-based compensation expense decreased by $0.2 million to $3.0 million due to a $0.2 million reduction in the stock-based
compensation expense.

Depreciation
and amortization increased by $0.6 million, to $28.1 million, with increases of $2.2 million for contract costs, $0.5 million for software
development amortization and $0.3 million for other intangible assets which were partly offset by a decrease of $2.2 million for machine
depreciation.

Other
net cash (utilized)/generated by operating activities decreased by $20.0 million, to a $3.3 million outflow. The relative movements between
the six months ended June 30, 2026 and the six months ended June 30, 2025 resulted in adverse movements in accounts receivable of $15.9
million, in accounts payable and other creditors of $20.7 million and in inventory of $4.9 million. The adverse movement in accounts
receivable was due to collection of receipts in the first half of 2025 from several significant machine hardware sales made at the end
of 2024. The adverse movements in accounts payable were due to timing of supplier payments and the relative activity levels seen. These
were partly offset by favorable movements in prepaid expenses and other assets of $21.5 million.

37

***Net
cash used in investing activities***

Net
cash utilized in investing activities decreased by $12.5 million, to $18.7 million during the six months ended June 30, 2026. This was
driven by lower spend on plant, property and equipment of $12.4 million and on contract costs of $1.7 million partly offset by higher
capital software spend of $1.6 million.

***Net
cash used by financing activities***

During
the six months ended June 30, 2026, net cash utilized by financing activities was $30.5 million. This included discretionary spend making
debt repayments of $23.3 million and repurchase of shares of $5.2 million. The remaining $2.0 million spend related to finance lease
spend. During the six months ended June 30, 2025, net cash of $4.1 million was generated by financing activities due to the refinancing
of the business in June 2025 which resulted in a net generation of cash of $8.2 million which was partly offset by a $4.1 million outflow
relating to finance lease spend.

***Funding
Needs and Sources***

To
fund our obligations, we have historically relied on a combination of cash flows provided by operations and the incurrence of additional
debt or the refinancing of existing debt. As of June 30, 2026, we had liquidity consisting of $23.2 million in cash and cash equivalents,
of which $1.2 million is restricted in escrow until November 2026 and a further $24.4 million of undrawn revolver facility. This compares
to $46.3 million of cash and cash equivalents as of June 30, 2025, with a further $24.4 million of revolver facilities undrawn. We had
a working capital outflow of $3.3 million for the six months ended June 30, 2026, compared to a $16.7 million inflow for the six months
ended June 30, 2025.

The
level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization
as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working
capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors
are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling
payments to suppliers. These factors, along with movements in trading activity levels, can result in significant working capital volatility.
In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring
that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Historically,
some of our business operations require cash to be held within the machines. However, with the sale of our holiday park business and
certain associated leisure assets in November 2025, the operational float requirement was removed. As of June 30, 2026, none of our $23.2
million of cash was held as operational floats within the machines. At June 30, 2025, $7.2 million of our $46.3 million of cash was held
as operational floats within the machines.

Management
currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability
to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through August 2027.

***Long
Term and Other Debt***

| (In millions) | June 30, 2026 | June 30, 2025 |
| --- | --- | --- |
| Cash held | £$23.2 | £$46.3 |
| Revolver drawn | - | - |
| Principal senior debt | (335.1)) | (370.0)) |
| Cash interest accrued | (2.0)) | (2.4)) |
| Finance lease creditors | (15.7)) | (22.2)) |
| Total | £$(329.6)) | £$(348.3)) |

Note:
Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency
exchange rate fluctuations.

***Debt
Covenants***

Under
the Note Purchase Agreement in place as of June 30, 2026, we are subject to covenant testing on the Senior Notes. The Notes Purchase
Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the
relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and
March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”).
The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization
expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not
include a minimum interest coverage ratio or other financial covenants.

The
Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x
on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30,
2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF
Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated
pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense)
for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include
a minimum interest coverage ratio or other financial covenants.

Under
the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the
Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding
company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x
on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”).
The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined
as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month
period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as
defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage
ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Covenant
testing at June 30, 2026 showed covenant compliance with the current debt facilities in place and under the previous debt facilities,
there were no covenant violations in the six-month period ended June 30, 2025.

38

***Liens
and Encumbrances***

As
of June 30, 2026, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the
assets of the Company and certain of the Company’s subsidiaries.

***Share
Repurchases***

In
November 2025 the Board of Directors authorized a new share repurchase program permitting the repurchase, subject to repurchases
being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company’s issued and
outstanding shares of common stock. Since the authorization, the Company has repurchased an aggregate of 763,829 shares at an
aggregate cost of $5.6 million. Of these repurchased amounts an aggregate of 707,225 shares at an aggregate cost of $5.2 million
were repurchased during the six months ended June 30, 2026.

The
Company’s prior repurchase program expired on May 10, 2025. Under the prior program the Company repurchased an aggregate of 1,193,118 shares at an
aggregate cost of $12.0 million (repurchases were effected during the years 2022-2023).

Total
cumulative share repurchases under both share repurchase programs amount to an aggregate of 1,956,947 shares at an
aggregate cost of $17.6 million.

***Contractual
Obligations***

As
of June 30, 2026, our contractual obligations were as follows:

| Line item |  | More than |
| --- | --- | --- |
| Contractual Obligations (in millions) | 3-5 years | 5 years |
| Operating activities |  |  |
| Interest on long term debt | $$$$65.3 | - |
| Purchase of machines | - | - |
| Financing activities |  |  |
| Senior bank debt - principal repayment | 335.1 | - |
| Finance lease payments | 6.1 | - |
| Operating lease payments | 2.9 | 1.4 |
| Interest on non-utilization fees | 0.5 | - |
| Total | $$$$409.9 | $1.4 |

**Off-Balance
Sheet Arrangements**

As
of June 30, 2026, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the
SEC.

**Critical
Accounting Policies and Accounting Estimates**

The
preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions.
We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that
affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments
and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments.
We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry
and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically
re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications
are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting
policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise
of judgment, actual results could differ from such estimates.

For
a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature
of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial
Statements included in Part I, Item 1 of the Company’s 2025 Form 10-K.

39

**Revenue**

Application
of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements
with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company
often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more
distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification
of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is
also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. In instances where
SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information
that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations
such as historical experience, knowledge of our business and industry and our current or expected selling practices.

Revenue
recognition is also impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but
unbilled prior to the reporting period end. We consider various factors when making these judgments, including a review of specific transactional
data and contracted terms, information obtained subsequent to the reporting period end and historical experience. Evaluations are conducted
each quarter to assess the adequacy of the estimates.

Other
significant judgments include determining whether the Company is acting as the principal or the agent in a transaction.

The
Company recognized service and product revenue of $107.6 million and $10.4 million, respectively, for the six months ended June 30, 2026.
The Company’s revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 “Nature
of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial
Statements included in Part I, Item 1 of the Company’s 2025 Form 10-K.

**Goodwill
Impairment Assessment**

Application
of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities
to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance
of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events
and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered
include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual
and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value
measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit’s
fair value and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill
assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and
assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

**Long-lived
Assets and Finite-lived Intangible Assets**

We
evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value
of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances
indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the
amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow
approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant
judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also
make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe
our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions
(i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not,
an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market
conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge
that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a
pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset
of the group shall not reduce the carrying amount of that asset below its fair value.

**Software
Development Costs**

The
Company must apply judgement in determining the amount of software development costs that should be capitalized. Specifically, we must
evaluate, on a project-by-project basis, whether the resultant product or platform will be completed and generate ongoing economic benefits,
principally through revenue from our customers, which is subject to uncertainties.

Once
the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are
amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There
is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors
such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades.
Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances
occur that could impact the recoverability of these assets.

40

**ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Our principal market risk
consists of our exposure to changes in foreign currency exchange rates.

**Interest
Rate Risk**

Following
the Company’s debt refinancing in June 2025, the Company’s external borrowings are subject to floating interest rates. Our senior notes accrue interest at a rate per annum equal to SONIA plus a margin (based on the Company’s consolidated senior secured net leverage
ratio) ranging from 5.50% to 6.00% per annum fixed rate. Therefore, movements in rates such as SONIA will impact on the current
borrowings with increases in SONIA leading to a higher interest charge.

In November 2025, the Company entered into two interest rate swap agreements which fix the interest rate on £250.0
million of our debt at 3.6208% plus the margin significantly limiting our exposure to interest rate variations. The full details of the
interest rate swaps are fully described in Note 8 Derivatives and Hedging Activities.

As
at June 30, 2026, we had £252.5 million ($335.1 million) of senior note debt subject to a floating rate interest charge that can
vary with the SONIA rate. If the floating interest rates increased by 1%, the additional interest charge would have been approximately
$1.8 million for the six months ended June 30, 2026. If the floating interest rates increased by 5%, the additional interest charge would
have been approximately $8.8 million for the six months ended June 30, 2026. The additional interest charges are based on the full senior note debt being unhedged.

Up
until the debt refinancing in June 2025, the previous external borrowings of senior notes were provided at a fixed rate. Therefore,
movements in rates such as SONIA did not impact on the borrowings and the only fluctuation that was reported was solely caused by
movements in the exchange rates between the Company’s functional currency and its reporting currency.

**Foreign
Currency Exchange Rate Risk**

Our
operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number
of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated
in (i) currencies other than GBP, which is our functional currency, or (ii) the functional currencies of our subsidiaries, which is not
necessarily GBP. To estimate our foreign currency exchange rate risk, we identify material Euro and US Dollar trading and balance sheet
amounts and recalculate the result using a 10% movement in the GBP:US Dollar exchange rate. For the trading figures the 10% movement
is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the
exchange rate used at June 30, 2026.

Excluding
intercompany balances, our Euro functional currency net assets total approximately $28.0 million, and our US Dollar functional currency
net assets total approximately $12.9 million. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of
foreign currency exchange rates against the US Dollar. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative
to GBP as of June 30, 2026, would result in favorable translation adjustments of approximately $2.4 million and $1.3 million, respectively,
recorded in other comprehensive loss.

Included
within our trading results are earnings outside of our functional currency. Retained gains from Euro based entities earned in Euros and
retained losses from USD based entities earned in US Dollars in the six months ended June 30, 2026, were €6.4 million and $1.9 million,
respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of June 30, 2026, would
result in translation adjustments of approximately $0.7 million favorable and $0.2 million unfavorable, respectively, recorded in trading
operations.

The
majority of the Company’s trading is in GBP, the functional currency, although the reporting currency of the Company is the US
Dollar. As such, changes in the GBP:USD exchange rate have an effect on the Company’s results. A 10% weakening of GBP against the
US Dollar would change the trading operations results favorably by approximately $0.6 million and would result in unfavorable translation
adjustments of approximately $3.5 million, recorded in other comprehensive loss.

For
further information regarding the new external borrowings, see Note 7 to the Consolidated Financial Statements, “Long Term and
Other Debt”.

41

**ITEM
4. CONTROLS AND PROCEDURES**

**Evaluation
of Disclosure Controls and Procedures**

Disclosure
controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including
our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under
the supervision, and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a15(e) and 15d-15(e) under
the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective
as of June 30, 2026, due to the material weaknesses described in Item 9A of the Company’s 2025 Form 10-K.

Management continues to progress
throughout 2026, with its remediation efforts regarding the previously identified material weaknesses. Specifically, management has implemented
new systems and processes to enhance their internal SOX management testing programs, and staffing resources were also increased in both
the Finance and IT departments to strengthen internal controls and support ongoing process improvements.

With respect to the material
weakness identified and reported in our 2025 Form 10-K related to IT General Controls (as it relates to software updates by third-party
vendors), management has designed and implemented procedures to address such deficiencies.

With
respect to the material weakness identified and reported in our 2025 Form 10-K related to Capitalized Software and Contract Costs, the
Company continues to design and implement new controls, as well as enhance its existing controls and procedures, to address the deficiencies
identified.

With respect to the
material weakness identified and reported in our 2025 Form 10-K related to revenue and accounts receivable, the Company is progressing
through its remediation procedures designed to revalidate historical contracts and address the deficiencies identified.

As
of June 30, 2026, as discussed above, the Company has made substantial progress in enhancing its systems, processes, and internal controls
over financial reporting, which will also increase operational efficiency. Management remains committed to maintaining a strong control
environment through the ongoing evaluation and enhancement of its processes and internal controls to ensure they are appropriately designed
and operating effectively to support reliable financial reporting.

Management will additionally
continue to implement measures designed to improve processes and address any new, or newly identified, areas of risk. These measures include:
(i) ongoing training and education for control owners on control design and execution requirements (ii) the continued development and
periodic updating of a comprehensive risk & control matrix supported by detailed process flows and narratives for each reporting cycle
(iii) use of standardized control templates to promote consistency in control performance and documentation (iv) further enhance the governance
risk and compliance (“GRC”) system to support SOX compliance and (v) enhanced quarterly reporting to the Audit Committee on
progress and internal audit reports and findings.

Management’s
objective is to complete its remediation efforts by the end of 2026. However, the timing of full remediation will depend on the successful
implementation of the enhanced controls and management’s ability to demonstrate sustained operating effectiveness over a sufficient period
of time with appropriate supporting evidence before concluding that the remaining material weaknesses have been fully remediated.

**Changes
in Internal Control over Financial Reporting**

Other
than the control changes to remediate previously identified material weaknesses, there were no changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

42

**PART
II - OTHER INFORMATION**

**ITEM
1. LEGAL PROCEEDINGS**

From
time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such
matters in which it is currently involved are not material, there can be no assurance that such matters, or other legal matters, will
not have a material adverse effect on its business, financial condition or results of operations.

**ITEM
1A. RISK FACTORS**

Our
business is subject to a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2025
Form 10-K. Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects,
and cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.

**ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

**Purchases
of Equity Securities by the Issuer and Affiliated Purchasers**

The
Company’s share repurchase activities for the three months ended June 30, 2026 were as follows(1):

| Period / April 1, 2026 to April 30, 2026 | Number of shares purchased(2) / — | Average price paid per share(3) / — | Total number of shares purchased as part of publicly announced plans or programs / — | Approximate dollar value of shares that may yet be purchased under the plans or programs / — |
| --- | --- | --- | --- | --- |
| May 1, 2026 to May 31, 2026 | 56,714 | $7.73 | 56,714 | $21,520,608 |
| June 1, 2026 to June 30, 2026 | 263,281 | $7.93 | 263,281 | $19,431,796 |
|  | 319,995 | $7.90 | 319,995 | $19,431,796 |

| (1) | On November 5, 2025, the Company announced that the Board of Directors authorized the Company to repurchase up to $25.0 million of shares of the Company’s common stock (the “Share Repurchase Program”) on, or prior to, November 30, 2028. Purchases made under the program can be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions. The first repurchases under the Share Repurchase Program were made on November 20, 2025. |
| --- | --- |
| (2) | Reflects shares traded and retired as of June 30, 2026. Due to administrative processing times, 37,392 shares remained on the records of the transfer agent until July 2, 2026. |
| (3) | The average price paid per share includes commissions related to the repurchases. |

**ITEM
3. DEFAULTS UPON SENIOR SECURITIES**

None.

**ITEM
4. MINE SAFETY DISCLOSURES**

Not
applicable.

**ITEM
5. OTHER INFORMATION**

During
the three months ended June 30, 2026, none of our officers or directors, as defined in Rule 16a-1(f) under the Securities Exchange Act
of 1934, as amended, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading
arrangement,” as defined in Item 408 of Regulation S-K.

43

**ITEM
6. EXHIBITS**

The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:

| Exhibit Number | Description |
| --- | --- |
| 10.1# | Employment Agreement, dated May 14, 2026, by and between Inspired Gaming (UK) Limited and Craig Wilson (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 18, 2026). |
| 10.2# | Settlement Agreement dated May 18,2026 between Inspired Gaming (UK) Limited and James Andrew Richardson (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on May 18, 2026). |
| 31.1* | Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | Certification of Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2** | Certification of Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

# Indicates  management contract or compensatory plan.

\* Filed  herewith.

\*\* Furnished  herewith.

44

**SIGNATURES**

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

**INSPIRED  ENTERTAINMENT, INC.**

Date:  August 5, 2026 */s/  A. Lorne Weil*

Name: A.  Lorne Weil

Title: Executive  Chairman

(Principal  Executive Officer)

Date:  August 5, 2026 */s/  Craig Wilson*

Name: Craig  Wilson

Title: Chief  Financial Officer

(Principal  Financial and Accounting Officer)

45

---

## EX-31.1

SEC source: [ex31-1.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex31-1.htm)

**EXHIBIT
31.1**

**CERTIFICATION
OF THE PRINCIPAL EXECUTIVE OFFICER**

**PURSUANT
TO RULE 13a-14(a) AND RULE 15d-14(a)**

**UNDER
THE SECURITIES EXCHANGE ACT OF 1934,**

**AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I,
A. Lorne Weil, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Inspired Entertainment, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting.

Date:  August 5, 2026 */s/  A. Lorne Weil*

A.  Lorne Weil

Executive  Chairman

(Principal  Executive Officer)

---

## EX-31.2

SEC source: [ex31-2.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex31-2.htm)

**EXHIBIT
31.2**

**CERTIFICATION
OF THE PRINCIPAL FINANCIAL OFFICER**

**PURSUANT
TO RULE 13a-14(a) AND RULE 15d-14(a)**

**UNDER
THE SECURITIES EXCHANGE ACT OF 1934,**

**AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I,
Craig Wilson, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Inspired Entertainment, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing
the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting.

Date:  August 5, 2026 */s/  Craig Wilson*

Craig  Wilson

Chief  Financial Officer

(Principal  Financial and Accounting Officer)

---

## EX-32.1

SEC source: [ex32-1.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex32-1.htm)

**EXHIBIT
32.1**

**CERTIFICATION
PURSUANT TO**

**18
U.S.C. SECTION 1350,**

**AS
ADOPTED PURSUANT TO**

**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**

In
connection with the Quarterly Report of Inspired Entertainment, Inc. (the “Company”) on Form 10-Q for the fiscal period ended
June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, A. Lorne Weil, Executive Chairman
of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company as of and for the period covered by the Report.

Dated:  August 5, 2026 By: */s/  A. Lorne Weil*

A.  Lorne Weil

Executive  Chairman

(Principal  Executive Officer)

A
signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company
and will be retained by the Company and furnished to the SEC or its staff upon request.

---

## EX-32.2

SEC source: [ex32-2.htm](https://www.sec.gov/Archives/edgar/data/1615063/000149315226036164/ex32-2.htm)

**EXHIBIT
32.2**

**CERTIFICATION
PURSUANT TO**

**18
U.S.C. SECTION 1350,**

**AS
ADOPTED PURSUANT TO**

**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**

In
connection with the Quarterly Report of Inspired Entertainment, Inc. (the “Company”) on Form 10-Q for the fiscal period ended
June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Craig Wilson, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated:  August 5, 2026 By: */s/  Craig Wilson*

Craig  Wilson

Chief  Financial Officer

(Principal  Financial and Accounting Officer)

A
signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company
and will be retained by the Company and furnished to the SEC or its staff upon request.