Jumbo Interactive Stock

Good morning, everyone, and welcome to the Jumbo's FY '26 Results Presentation. Let me begin by acknowledging the traditional owners of the land on which we meet and pay our respect to all elders, past and present.

Today, I'm joined by our Chief Operating Officer, Brad Board, who will provide an update on the integration of our recent acquisitions; and our CFO, Jatin Khosla, who will take you through the financials.

I'll begin with the FY '26 overview. I'm pleased to report a record group EBITDA of $76.5 million, which equates to $85.2 million on an underlying basis. This was driven by two successful acquisitions, a constantly compounding SaaS business and a resilient performance in Australia despite jackpot headwinds. The Dream U.S. business was a standout, contributing $7.7 million over 8 months, well ahead of our expectations. And this was on their old software platform without an app. This business is now live on the Jumbo Lottery Platform with a new app and is well placed for the year ahead.

Australia's largest charity lottery, the RSL, is also live on the Jumbo Lottery Platform at dreamhomeartunion.com.au, and the launch has been positive. The Dream U.K. business delivered 23% annualized EBITDA growth, and we have plans to move them over to the Jumbo Lottery Platform in the future. This will prepare them well to navigate the expected industry regulation, which is a positive sign for industry maturity.

Managed services contributed $8.4 million in EBITDA with the U.K. in line with expectations and Canada exceeding them. A $0.27 full year dividend has been declared at the top end of our target range, and the buyback continues on a disciplined basis.

Moving to the key financial metrics. We've had double-digit growth, largely driven by the Dream acquisitions. Group TTV and revenue were up 13% and 33%, while underlying EBITDA and NPATA both increased by 25% and 20%, respectively. Free cash flow was up 12% and cash conversion remains healthy at over 100%.

Turning to our FY '26 report card. We've met or exceeded 4 out of 5 guidance metrics. Dream U.K. had 23% annualized underlying EBITDA growth, but didn't quite get to the lofty GBP 8 million target we set ourselves, but it was a good result nonetheless.

Turning to Lottery Retailing, where market share performance reflects a generally subdued jackpot year. FY '26 saw just 23 large Division 1 jackpots for Powerball and Oz Lotto, down from 31 in FY '25. The average jackpot fell from $49 million to $42 million. The peak was $80 million against $100 million last year, and the aggregate price pool came in at $1 billion, down 1/3 on FY '25's $1.5 billion.

Notably, Oz Lotto didn't get to $50 million for the first time in 9 years, and it's the first time in 5 years that Powerball didn't reach $100 million. It's a marked change from the record $200 million Powerball we saw in FY '24. Against that backdrop, our share of sales reflects subdued conditions rather than any shift in our competitive position. As always, jackpot cycles naturally fluctuate. The long-term fundamentals of the business remain unchanged, and we're well placed to capitalize when jackpots return to more normal levels.

Looking at our key Lottery Retailing metrics, the story is fewer but more valuable players. Digital penetration grew to 46.6%, continuing the structural shift to digital. There are 144,000 new players and 736,000 active players, reflecting both the lean jackpot year and the reset of FY '24's record $200 million Powerball. Pleasingly, average spend per active player rose to $570 and average revenue per active player increased to $141, both up meaningfully on FY '25.

Standing back for a moment, it's good to see Jumbo's other businesses step in and support overall growth during this historically low jackpot period. Software-as-a-Service, TTV grew 15% to $289 million and active players rose just under 10% to $1.9 million -- 1.9 million. As I mentioned earlier, we signed RSL Queensland, Australia's largest charity lottery program, and it went live on the 15th of August. This will add an incremental $200 million in TTV per year and lifting our pro forma charity market share from 24% to 54%. We also went live with Dream U.S. on the 24th of August, unlocking a mobile app for the business along with enhancing the data and marketing capabilities.

On Brightstar, commercial terms for the player account management component weren't agreed, reflecting our commercial discipline. The digital component remains in negotiation, subject to Board approval, but we don't expect any outcome to be material to group EBITDA. On to Managed Services, where strong execution is translating into real operating leverage. In the U.K., we exceeded GBP 100 million in TTV for the first time and grew underlying EBITDA 10% with disciplined cost management offsetting a record year of prize payouts.

In Canada, Stride delivered a standout 46% increase in underlying EBITDA, driven by new business wins, product investment and favorable campaign timing as we continue to build out this integrated operating model. Both businesses are well positioned to deliver profitable growth and operating leverage. Our international businesses, which include the Dream businesses are where we're seeing the greatest potential for growth. They contributed $30 million of our $85 million underlying EBITDA this year, and we expect that to grow to $36 million to $40 million in FY '27.

I'll now hand over to Brad, who will take you through how the Dream integration is progressing.

Thanks, Mike. The Dream businesses now firmly within the Jumbo family are demonstrating the value of expanding our B2C footprint. Our access to a combined population of approximately 450 million people is particularly powerful at a time when Australian jackpots have been so quiet. That quieter pace has enabled us to deploy optimal attention at getting the foundations right in integration and broader group operational process, ensuring the sum of parts performs to the maximum effect. Integration remains on track with significant progress made in the value enablement phase. Throughout this period, trading has remained strong with all three B2C businesses plugged into Jumbo's core insights and business performance rhythms. This allows not only a centralized ability to understand and challenge each business, but also share insights learned in each across the portfolio for use in their own respective markets.

Dream U.S. increasing their draw cadence and Dream U.K. optimizing their price portfolio mix proportional to customer value trends are two such examples amongst many, which are validating our strategic rationale for acquiring both businesses. Our confidence in that original strategic rationale has been bolstered in what the team has been able to achieve over and above maintaining healthy trading momentum. This includes in the U.S., where we've transitioned the team to the Jumbo Lottery Platform and onboarded a highly experienced VP of Growth and Marketing. JLP's advanced data capabilities, native mobile app and additional payment methods such as Apple Pay and PayPal enables the next exciting period of growth for the Dream U.S. business. And in the U.K., we've recently hired a new Managing Director who is overseeing the remaining earnout period and ensuring continuity is appropriately balanced with Jumbo-specific growth initiatives such as planning for an eventual migration to the Jumbo Lottery Platform.

Key enablers for Jumbo scale are falling into place and the upside of these businesses remains beyond our initial expectations.

With that, I'll hand over to Jatin to take you through the financials.

Thanks, Brad, and good morning, everyone. Starting with the usual underlying EBITDA waterfall. Excluding the impact of the Dream businesses, group underlying EBITDA was $63.4 million, down 7.2% on the PCP. This was a resilient outcome against a much tougher jackpot environment with no $100 million jackpots in FY '26 compared to four in the PCP. The Dream businesses added a further $21.8 million with Dream U.K. contributing 8.5 months and Dream U.S. 8 months, taking group underlying EBITDA to a record $85.2 million. One-off items of $8.7 million mainly reflect M&A costs on the Dream businesses and a noncash acquisition accounting adjustment for Dream U.S.

Turning to the cost base. Excluding the Dream businesses, underlying OpEx increased 8.7%, reflecting deliberate investment in two key areas. First, marketing within Lottery Retailing, where we increased spend to reactivate players and help maintain market share in a subdued jackpot environment. Total marketing spend, including promotions, was at the lower end of our 3% to 4% of Lottery Retailing TTV range, reflecting continued discipline in how that investment is deployed.

Second, investment in our people. The main driver was increased headcount brought on to deliver new client work, wage inflation and a higher bonus accrual, reflecting the strong profit growth we've achieved this year. Other costs declined 3.6%, reflecting continued discipline across the broader cost base.

Turning to the Australian P&L, which reflects the combined performance of Lottery Retailing, SaaS and Corporate. Overall, Australia TTV was flat on the PCP, with strong growth in charity sales offsetting a decline in Lottery Retailing and Lottery West TPV, both impacted by the absence of large jackpots. Pleasingly, the Lottery Retailing revenue margin increased to 24.7%, reflecting favorable product mix. OpEx was up 11.7%, reflecting the investment in marketing and people I spoke about earlier.

In aggregate, the underlying EBITDA margin of 47.7% remained within our 46% to 50% guidance range. Given the historically low jackpot outcomes, this is a result that speaks to the resilience of the core business.

Moving on to Managed Services, which in aggregate delivered a record underlying EBITDA of $8.4 million, up 18.1% on the PCP. In the U.K., revenue grew 5.4% and EBITDA rose 9.1% despite abnormally high price payouts and unfavorable FX translation effect. FY '26 saw 21 jackpot price payouts against the 5-year average of around 14. In Canada, revenue increased 8.7% and underlying EBITDA rose 41%, reflecting the benefits from the previous year's investment, the team's focus on higher value aspects of the lottery value chain as well as favorable campaign timing.

Turning now to the Dream Giveaway segment, where we've split out the performance of Dream U.K. and Dream U.S. Dream U.K. contributed $35.1 million in revenue and $14.1 million in EBITDA over the 8.5 months since completion at an underlying EBITDA margin of 40.1%.

Turning to Dream U.S., where we've adjusted revenue and EBITDA to reflect the underlying performance of the business, removing a one-off noncash fair value adjustment required under AASB 3. On this basis, Dream U.S. contributed $18.5 million in underlying revenue and $7.7 million in underlying EBITDA over the 8 months since completion and an underlying EBITDA margin of 41.9%. To give you a sense of how each business performed, the right-hand side of the slide compares FY '26 underlying EBITDA to the comparative figures we disclosed at the time of each acquisition.

Dream U.K.'s performance reflects 23% annualized growth on the comparative period, driven by continued market growth, partly offset by higher spend from new market testing initiatives. Dream U.S.' FY '26 underlying EBITDA contribution of USD 5.3 million was the highest on record with the 8-month contribution exceeding the comparative 12-month period. This was due to changes in both the number and timing of draws. FY '26 saw 29 draws compared to the comparative period, which had only 16. All the draws in the comparative period were longer duration 11-month draws, while FY '26 saw a hybrid of longer and shorter duration draws ranging from 1 to 11 months. As revenue is recognized at the end of each draw, the FY '26 result benefited from a transitional overlap of legacy long duration and new short duration draws, an overlap that won't be repeated at the same scale in FY '27.

With Dream U.S. now on the JLP platform, it will incur a service fee of approximately USD 0.8 million to USD 1 million or circa 3.2% of ticket sales. Similar to what is in place between Lottery Retailing and SaaS, this is an internal transfer pricing allocation between segments, which will get eliminated on consolidation. While there is no net impact at the group level, SaaS and therefore, Australia EBITDA will be higher. And conversely, Dreams U.S. EBITDA will be lower. This impact has been factored into our FY '27 guidance, which Mike will cover later.

Moving to capital management. The balance sheet remains strong following the deployment of $130 million of net cash on the Dream acquisitions. Liquidity is also strong with $77.4 million made up of $36 million in available cash and $41.4 million of undrawn debt capacity. The Board has declared a fully franked final dividend of $0.15 per share, taking the total dividend for FY '26 to $0.27 per share. This represents a payout ratio of 49.5% statutory NPAT at the top end of our targeted 30% to 50% range.

Since completion of the acquisitions roughly 8 months ago, we've reduced debt by $34 million. Net leverage remains conservative at 0.5x EBITDA and the on-market share buyback will continue in a disciplined and opportunistic manner.

Turning now to the cash flow waterfall, where the strength of our cash-generative model is clear. Free cash flow of $47 million was up 12% on the PCP with cash conversion of well over 100%. On the right-hand side of the chart, you can see the pro forma impact of the final dividend alongside the liquidity available from our debt facility, taking pro forma available funds to $68 million.

Stepping back, FY '26 has been a transformative year for Jumbo. The Australian business remained resilient and delivered within our margin guidance amid a historically low jackpot period. Managed Services delivered strong earnings growth and operating leverage and the Dream business has made a meaningful contribution while providing us with a significant growth platform.

And finally, the balance sheet remains strong with our capital management approach, both prudent and balanced, focused on maintaining financial strength, reducing leverage and supporting shareholder returns, all while continuing to fund growth.

I'll now hand back to Mike.

Thanks, Jatin. So this clearly shows just how important it was that we acquired the Dream businesses and continue to grow SaaS and managed services to help the group through lean jackpot periods. Powerball and Oz Lotto are, of course, the foundation of the Australian lottery industry. I welcome the recent gambling reforms and look forward to those games returning to their full potential.

Let me quickly take you through our strategy in a bit more detail. We have a clear plan built on four pillars: Protecting and growing Oz Lotteries, building on the value we create in the lottery ecosystem. Secondly, transforming and scaling the Dream acquisitions; thirdly, continuing to optimize our software and managed services businesses; and finally, accelerate our growth through M&A. With each acquisition, our team gets better at integration, which bodes well for the future. All of this is underpinned by our people, technology and governance.

We've been very active with AI over the past 12 months. Our software development has been greatly enhanced. We've been able to gain deeper insights from our player data. We've improved fraud detection and compliance monitoring. A video has been created demonstrating these advances, and I urge you all to take a look at it at jumbointeractive.ai.

As always, you can use our AI chatbot to explore the annual report. And this year, for the first time, it's voice enabled, so you can simply talk to it in natural language. So I hope you find that useful.

Turning to our FY '27 group outlook. For Australia, we're guiding to an unchanged underlying EBITDA margin of 46% to 50% with the key assumptions driving the business relatively unchanged. For the international businesses, we are guiding to an underlying EBITDA of $36 million to $40 million, which reflects the combined Managed Services and Dream segments. On capital management, we are maintaining our dividend payout range and continuing the share buyback.

And finally, I'd like to highlight just how far Jumbo has come. Back in FY '18, we were a single brand business generating $19 million of EBITDA. By FY '25, we've built out a genuine software platform business, and EBITDA has grown to more than threefold to $68 million. And now with Dream acquisitions added to the portfolio, EBITDA has grown again to $85 million with a meaningfully larger share of that now coming from international markets. We're a generally different business today than we were even a couple of years ago, and I'm proud of the team that got us there.

So with that, that concludes the presentation, and we'll now open for questions.

[Operator Instructions] Your first question today comes from David Fabris with Macquarie.

I just wanted to start off with the price draw businesses. I'm trying to understand the guidance a little more. Can you maybe just talk about how you're thinking about the TTV growth for each of those businesses on a pro forma basis? And then maybe set some framework around the margins? And then to that point, can you maybe talk about how margins should trend in the coming years versus those that have been currently reported?

Yes, David, it's Jatin. A few questions there. So let me just talk about the guidance for '27. I'll start with the Dream U.S. business. So we are expecting strong TTV growth in that business going forward. We've obviously given you the EBITDA numbers. The margin benefited in FY '26. We got some good gains, I guess, on marketing, which is a bit lower than expected. So I do expect that margin to come down slightly because of the benefit that we took in FY '26. With them on the platform, we'll look to get the marketing benefits, but we're also looking at new channels for us on the marketing side. So I do expect that margin to come down slightly. On Dream U.S. -- sorry, on Dream U.K, we do expect the margin to improve given a shift in the product mix. So in FY '26, we spent a bit more on marketing. We spoke about those market testing initiatives that resulted in marketing spend as a percentage of TTV being slightly higher than we did at the first half or in the comparative period. So I do expect the EBITDA margin to improve in the Dream U.K. business. Does that answer your question, David?

Yes. I mean we can backfill what sort of that implies for TTV growth once we sort of work through it. So that's fine. But I guess just in the future years, is kind of '27 going to be the setup for where we should think about margins? Or can you maybe talk about where margins trend across the businesses?

Yes. Our sense is in '27, we are making a bit of investment in both businesses. As Brad talked to, we brought some new personnel in. We'll be moving to the platform. I talked about the U.S. incurring a platform fee for moving on to JLP. So we really do see '27 as being the period where we make the investment, and then it's all about scale. I might get Brad to make a couple of comments about the future outlook. But from a financial perspective, if we can get the foundations right in '27, I would be expecting some operating leverage going forward.

Thanks, Jatin. Yes, like as Jatin said, there's foundational improvements that we're making. In terms of just day-to-day marketing approach with the teams, they've got guardrails that they work within, which is a new approach, more formalized that they haven't done in the past. And so we're establishing that balancing with the different marketing explorations. So we've got a really healthy balance of discipline to protect margin, but also explore where we need to sort of un-tap those areas that we've sort of identified from the get-go.

Okay. Appreciate that. And just jumping on to the Australian businesses. I was pretty surprised at the margin you delivered in the FY '26 result despite the poor jackpot activity. And I get that marketing is a bit of a lever as part of that. But were there any one-off cost savings or anything that could impact FY '27 that wasn't in '26 that we should be aware of?

No, not really, David. So I think marketing is obviously semi-variable costs. We were at the lower end of our 3 to 4 percentage point range. This year, we actually had a significant cost from STI bonuses, which we haven't seen in previous years. But outside of those two semi-variable costs and personnel, which is a big part, no one-offs in there that are -- that will come through in '27.

Okay. That's helpful. And just one last question for me. Just the Lottery Retailing market share. I can see the chart on Slide 6, which is helpful. And I mean it's been falling since '24, and I know there was that misstep with marketing, which you've rectified. Jackpot activity hasn't been great. But can you maybe help us understand how you think about market share if jackpot activity normalizes? Because I know that Lottery Corp are talking about a significant benefit through normalization. So maybe some guardrails around market share? Or do we extrapolate the second half '26 market share to be conservative?

Well, historically, David, we've always overperformed with the high jackpots just because of the way we operate. So we suffer at the low jackpots and do really well at the high jackpots. So we're more than anyone looking forward to a return, and we should see that flow through in all the numbers, including market share and things like that. But of course, it just depends on when they finally do come back. But I think we've done everything we can to at least get on position.

Yes. We've got a lot of data on this. And there's a long tail when market share generally flows. We've had a very long protracted period of low activity. So moving forward, we think that the worst of what we've had to experience sort of gotten through. And we're maintaining cost discipline in our marketing to sort of not overinvest where we don't think it's feasible in the environment.

The next question comes from Rohan Sundram with MST Financial.

A couple for me. Firstly, on the marketing spend with the change in strategy. It's been a very lean market. But how would you so far describe the effectiveness of your strategies around that and reactivating the inactive players? And just mindful that there's lags in place. So just wondering how you're seeing it at the moment.

Yes. Thanks for that. We've got a range of data points that we monitor. One of them is effective activation rate, and that takes in a range of factors. But specifically, on a trailing 12-month basis at any point, we have an expectation of where things should be. And if there's progression in or out, that's a signal to us. Essentially, we're within the healthy range of expectation and at different times, punching above our weight in terms of the activity that's been happening.

Your next question comes from Charles Strong with Jarden.

Just wondering on the U.K. Dream business, how you're seeing that competitive environment there? Any comments you make sort of relative to when you did the acquisition last year?

I suppose the competitive environment hasn't changed too much. There has been a bit of consolidation that's been well covered in the press with a number of small operators being bought out by larger players, us included. So that will be interesting. But in terms of cost to acquire new customers, et cetera, we're still seeing very healthy numbers in that area. So yes, it's going through an interesting period. It's -- it will be positive in the long run, obviously, with regulation, a good sign for the industry. So we'll just work through it. It's something that we highlighted even from the beginning when we bought the business that we expect this to happen at some point. We're going through that at the moment, and I think there'll be plenty of opportunities to come out of it in the future.

And then maybe just on the Lottery Retailing business, interesting to see the spend per player going higher there. In your mind, what do you sort of put that down to?

Well, it's a clear indicator that the consumer environment is still pretty strong as far as lotteries are concerned. We're not seeing anything in the data that points to any weakening in consumer environment, which the increased spend is a clear indication of that. So yes, the consumer is fine. It's hitting the jackpots. So yes, it really just all roads point to the jackpots. And that's a good thing because that's not something we can control. But the things we can control, we are controlling and we've got optimized. So when the jackpots do return, hence, we're pretty confident we can deliver when they do return.

The next question comes from Sam Bradshaw with Evans & Partners.

Just wondering what your appetite is for further M&A beyond here.

Yes. Well, with these two businesses going really well, we have a healthy appetite for more. It's obviously going to come down to timing and availability of opportunities. We're not rushing out to buy something immediately. We do have an active business development part of our business that is running the rule right for many businesses because these things take a long time to come together. But first of all, above all else, we have to make sure that these two businesses continue to do well, and we don't rush into it too much and bite off more than we can chew. So I think we're getting the cadence right on that. Brad is delivering on the integration. The results are starting to flow through. And now we just wait for other opportunities to appear. And with a couple of good businesses under our belt, it should set us up for buying a couple more over the next, say, couple of years or so.

Thank you for standing by, and welcome to the Jumbo Interactive 1H '26 Results Presentation. [Operator Instructions]

I would now like to hand the conference over to Mr. Mike Veverka, Managing Director, CEO and Founder. Please go ahead.

Good morning, everyone, and welcome. Let me begin by acknowledging the traditional owners of the land on which we meet and pay our respects to all elders past and present. Today, I'm joined by our CFO, Jatin Khosla, to present our financial results for the first half of FY '26 and our COO, Brad Board, who will provide an update on integration.

I'll start with some perspective. Jumbo is quite a different company compared to just 6 months ago. We have taken significant steps in our evolution to become a truly diversified global lottery and prize draw company. 8 years ago, 100% of our profits came from Australia. Today, our international operations contribute 1/3 of our profits while the Australia business has tripled in size.

We are building on over 20 years of technology maturity and expanding in the high-growth U.K. and U.S. markets. We have over 5 million active customers, providing valuable insights for an optimal customer experience and competitive advantage.

Jumbo has always been a capital-light business model with prudent capital management backed by a high-performing team. So how do we keep improving? As a software engineer, I've followed the evolution of AI throughout my career and exciting to see it mature into a technical and transformative tool. At Jumbo, AI is already delivering tangible benefits from accelerating our software development life cycle to improving team productivity. Further, with the depth and quality of data we've built over many years, AI is helping us make better decisions, enhance efficiency and deliver the best possible customer experience, which not only benefits our B2C brands but also our B2B partners.

It's important to note that lotteries and prize draws operate in a regulated environment. This requires sophisticated fraud detection, workforce enablement at scale and strong governance guardrails. AI enhances our capabilities in each of these areas, improving risk management, compliance and operational resilience.

While AI enhances how we operate, the foundations of Jumbo's business are structural that we built over many decades. Firstly, we operate in a highly regulated lottery market supported by deep compliance capabilities and long-standing relationships, creating significant barriers to entry. Secondly, we have built a large data and platform moat. Over 5 million active players. We benefit greatly from the insights, customer engagement and significant switching costs.

And thirdly, we have an operational and relationship moat. We don't just provide software. We operate lotteries and prize competitions from beginning to end. That includes governance, compliance, campaign execution, prize sourcing, and long-standing relationships with charities and stakeholders built on trust. Together, these layers of advantage, regulatory data and operations underpin the resilience of our business model and support long-term value.

Now let me take you through the business update. The first half results were solid for a subdued jackpot period, punctuated by acceleration in our international growth. In Australia, we delivered a respectable result in one of the leanest periods I've seen in more than 20 years in the industry. Importantly, we maintained market share relative to jackpot activity, improved our mix through charity and proprietary product growth and built new partnerships.

Jumbo's always performed strongest in high jackpots and this was seen just 2 weeks ago at the $80 million Powerball, which was our best since 2021. We are well positioned to do even better once the jackpots return.

The Dream Team, which are our 2 recent acquisitions, Dream U.K. and Dream U.S., have given us genuine growth opportunities in high-growth markets. The first few months have gone really well as is evidenced by our successful integration to date and our upgraded outlook for the Dream U.K. business. Both these businesses will benefit greatly from our software and experience, so the value creation is genuine.

The Managed Services segment is gaining traction with Stride performing ahead of expectations and the U.K. showing good momentum.

Turning to capital management. We maintain a strong balance sheet and are focused on debt reduction and shareholder returns. The Board has declared an interim fully franked $0.12 per share dividend at the top end of our revised payout range.

Moving to the numbers, which include a contribution from our recent acquisitions, we've delivered double-digit growth across all key financial metrics. Group TTV and revenue increased 16% and 29%, respectively while underlying EBITDA and NPATA both rose 23%.

Free cash flow increased 81% to just under $20 million, and cash conversion remained strong at over 100%. Jatin will take you through the numbers in more detail shortly.

Let's take a deeper dive into the core business in Australia, Lottery Retailing. The lean jackpot period has multiple evidence points. The aggregate Div 1 prize pool declined by 55%, the average jackpot reduced from $51 million to $41 million, and there were no $100 million jackpots, something we haven't seen since 2022. Nevertheless, we delivered a similar TTV result and increase in market share compared to pcp. This demonstrates the resilience and the increasing contribution from our charity and proprietary products, which helped offset the decline. While jackpots naturally fluctuate, the long-term fundamentals of the business remain unchanged.

Looking at the key Lottery Retailing metrics, the business remains strong. Disciplined marketing execution and continued optimization of our product mix are driving improved player economics and higher lifetime value. Pleasingly, digital penetration increased 80 basis points to 41.2%, reflecting the ongoing structural shift towards digital channels. Active players moderated during the period with the prior corresponding half benefiting from a record $200 million Powerball draw. While new player volumes have normalized, player quality has improved, and that is clearly reflected in the higher average spend and stronger value metrics.

Taking a closer look at the Powerball and Oz Lotto draws between $10 million and $30 million demonstrates our ability to maintain market share. Each blue dot represents our estimated market share for an individual draw with the orange line showing the half year weighted average. The marketing playbook that we introduced in January 2025 has been a success as can be seen by this graph. Retention has been strong, demonstrating player loyalty.

In our SaaS division, we continue to attract new lottery clients, highlighted by our recent partnership with RSL Queensland, the largest prize home lottery in Australia. This has the potential to double TTV to over $400 million in FY '27. Existing customers continue to grow as well as can be seen in the 10% increase in TTV.

Last year, we also announced that we will work with Brightstar on a subcontractor basis to support the delivery of technology and digital solutions for Lotterywest. Final terms remain subject to negotiation and Board approval. The combination of partner growth and onboarding of new partners positions SaaS to become a larger contributor over the medium term.

Turning to Managed Services. Execution remains strong and momentum continues to build. The U.K. is performing in line with expectations. Stride in Canada is outperforming, driven by new business wins and expanded service offerings. This segment is well positioned and I'm pleased with this progress. However, our 2 new acquisitions, the Dream Team, as we call them, have the greatest potential for growth. And to take you through that all-important integration process, I'll hand you over to Brad.

Thanks, Mike. The Dream Team greatly enhances our B2 business with access to a combined population of approximately 450 million people. Oz Lotteries generates close to $500 million in TTV, Dream U.K. $118 million and Dream U.S. $27 million, highlighting the significant upside potential, particularly in the larger offshore markets.

We are applying the same proven framework that underpins success of Oz Lotteries to our expansion in the U.K. and U.S. With approximately 1 million active customers in Australia, 650,000 in the U.K. and 165,000 in the U.S., the runway for expansion is substantial. A thoughtful and systematic program of integration is key for unlocking the full potential of it.

Execution is key, and we are making every effort to get this right. The first 90 days of integration is complete, and we are ahead of schedule. Our focus has been simple preserve momentum, integrate core functions and establish strong governance while maintaining operational continuity. Phase 2 is now underway centered on platform implementation and value enablement, including leadership alignment and scaling marketing capability.

Importantly, the foundations are now in place for Phase 3, where the focus shifts to growth execution, governance discipline and sustainable value creation. Integration is disciplined, on track and positioned to unlock the full potential of the Dream Team proposition.

Now that we are fully embedded in both businesses, we are even more confident in their alignment with our original strategic rationale for the acquisition. What is clear is that Jumbo Lottery platform is a key strategic enabler across both businesses, just as it is for Oz Lotteries and ensure the systematic and consistent approach to growth across all 3 B2C markets while allowing us to tailor execution to the relative maturity and needs of each market.

Operating 3 similar businesses globally is already generating valuable proprietary insights. Our teams are leveraging these learnings to improve operations, optimize performance and enhance confidence in our growth strategies.

In summary, integration is progressing ahead of schedule, and we continue to see upside beyond our initial expectations.

With that, I'll hand over to Jatin to take you through the financials.

Thanks, Brad, and good morning, everyone. Starting with the underlying EBITDA waterfall. The group delivered a resilient first half performance with underlying EBITDA up 1.4% on the pcp, excluding recent acquisitions. This reflected a slightly lower contribution from Australia due to the jackpot environment, offset by growth in Managed Services.

Dream U.K. and Dream U.S. contributed 2.5 months and 2 months, respectively, adding $6.5 million and lifting group underlying EBITDA to $37.5 million.

Turning to the cost base. Excluding acquisitions, underlying operating expenses increased 19.5%, reflecting deliberate investment in 2 key areas: First, marketing within Lottery Retailing, where we increased spend to reactivate players. This investment translated into market share gains versus the pcp, although we're still impacted by the softer jackpot environment.

Secondly, investment in our people. The increase mainly reflects wage inflation, including the annualization effect from new hires in the second half of '25, higher bonus accruals due to strong profit growth and the translation effect of a weaker Australian dollar versus sterling.

Traditional Lottery Retailing marketing spend was 2.7% of TTV within our 2.5% to 3% range and promotion spend was 0.6% of TTV within our 0.5% to 1% range. Other costs declined 6%, reflecting continued discipline across the broader cost base.

Turning to Australia. Underlying EBITDA was $27 million with a margin of 47.2%, within our 46% to 50% guidance range. This was a good outcome given the jackpot environment and increased marketing investment. These factors were partially offset by continued momentum in charity and proprietary products. The improved mix, along with the Saturday Lotto and Powerball price changes resulted in a 140 basis point increase in the revenue margin to 24.8%. Within SaaS, TTV increased 10% and external revenue grew 13%. Excluding Lotterywest, which was impacted by the jackpots, TTV was up 12% and external revenue increased 23%.

Moving to Managed Services, which delivered a strong result in the half. Revenue increased 17%, and underlying EBITDA grew 51%, with the underlying EBITDA margin expanding to 28%, reflecting both top line momentum and operating leverage.

In the U.K., the increase in EBITDA was driven by the impact of pricing initiatives and new business wins, supported by disciplined cost management and favorable FX translation effects.

In Canada, the strong increase was due to a combination of new contract wins, product launches and favorable campaign timing, which brought forward some revenue into the first half. While the first half growth rate in Canada should not be extrapolated given the soft pcp and timing effects, the underlying momentum remains strong. We now expect Canada to deliver underlying EBITDA growth in the range of 20% to 25% for the year, ahead of our previous 5% to 10% guidance range. There is no change to the U.K. guidance with EBITDA growth expected to remain within the 10% to 15% range.

Turning now to our new Dream Giveaways segment, where we split out the performance of Dream U.K. and Dream U.S. Starting with Dream U.K., which contributed $11.5 million in revenue and $5.2 million in EBITDA for the 2.5 months since completion. As a reminder, net revenue reflects TTV less price costs for completed draws in the half.

The business has performed ahead of our expectations, primarily due to continued momentum and favorable price/mix. As a result, we are upgrading our expected FY '26 underlying EBITDA contribution to a range of GBP 8 million to GBP 8.3 million, up from the previous range of GBP 7 million to GBP 7.3 million.

Looking at Dream U.S. In order to reflect the underlying performance of the business, we have adjusted reported revenue and EBITDA for a one-off provisional fair value adjustment required under AASB 3 on the deferred revenue balance on acquisition date. This is a noncash acquisition accounting adjustment relating to draws that commenced prior to acquisition but concluded post. The equivalent fair value adjustment was not material for Dream U.K.

On an underlying basis, Dream U.S. contributed $3.9 million in revenue and $1.2 million in EBITDA consistent with the U.K. revenues represented net of prices. Dream U.S. continued to perform in line with expectations and the FY '26 underlying EBITDA guidance range of USD 2.7 million to USD 3 million remains unchanged.

Moving to capital management. Balance sheet remains strong, following the deployment of $130 million of net cash to establish the new Dream growth segment. Liquidity is also strong with $45 million in available funds and a further $13 million of undrawn debt capacity.

The Board has declared a fully franked interim dividend of $0.12 per share, representing a payout ratio of 49% of statutory NPAT at the top end of our 30% to 50% target range. Since completion of the acquisitions, we have reduced debt by approximately $10 million, and we'll continue to prioritize debt reduction. Net leverage remains conservative at 0.8x EBITDA.

On-market share buyback will continue to be executed in a disciplined and opportunistic manner. Overall, our capital management approach remains prudent and balanced, focused on maintaining financial strength, reducing leverage and supporting sustainable shareholder returns while continuing to fund growth.

Turning now to the cash flow waterfall, where the strength of our cash-generative model is clear, with a free cash flow of $20, million up $8.3 million on the pcp and cash conversion of over 100%. On the right-hand side of the chart, you can see the pro forma impact of the interim dividend alongside the liquidity available from our debt facility.

Stepping back from the detail, this has been a disciplined and strategically important half for Jumbo. The Australian business remained resilient and delivering our margin guidance. Managed Services is delivering both revenue and earnings growth. And the Dream businesses are integrating well and establishing a meaningful growth platform. We entered the second half with good momentum with multiple growth levers in place and balance sheet flexibility.

I'll now hand back to Mike.

Thanks, Jatin. Over the years, Jumbo's extensive experience and track record have delivered consistent long-term growth even as we navigate the natural ups and downs. Time and again, we've continued to grow profitably. That consistency gives us confidence as we move into the next phase of international expansion and scalable growth.

In the FY '26 group outlook, we are pleased to announce two upgrades. Stride continues to perform ahead of expectations, and we are increasing EBITDA growth guidance to 20% to 25%, and Dream U.K. is also outperforming as we are pleased to upgrade EBITDA guidance to GBP 8 million to GBP 8.3 million. Aside from these upgrades, our broader group operating guidance remains unchanged.

With the integration on track and RSL coming online, I'm looking forward very much to FY '27. Jumbo is quite a different business than it was just 6 months ago. We have expanded our platform and opened up significantly more international upside. We know execution is key, which is why we're laser focused on growing these businesses to their maximum potential.

As I said in the beginning, Jumbo has come a long way. Our international division is now 34% of profit. I'm proud of this fact and look forward to expanding this further as we make headway with the Dream Team.

That concludes the presentation. We'll now open the floor to questions.

[Operator Instructions] Your first question comes from David Fabris from Macquarie.

I might start off with the Lottery Retailing business. Just on Slide 9 that the market share piece that kind of sits there for us. Can you just remind us, overall, your SKUs to Powerball, Oz Lotto and Saturday Lotto? And then if we think about your market share, it's obviously a little bit choppy period to period. Is that more to do with jackpot activity? I know you had that issue in the first half of '25, I think, with marketing but obviously, it's picked up a little bit in first half '26 down a little bit sequentially. So can we just kind of unpack some of those questions that I've just asked?

Yes. Look, Obviously, the main factor is a jackpot period. Jumbo has always underperformed with low jackpots and overperformed with the high jackpots. This is structurally how we fit in. So it hasn't been a kind period in that respect. But when the jackpots do return, we're seeing some pretty positive signs that we can still overperform. So I suppose we just need to wait until these jackpots do return.

David, it's Jatin here. So in the first half, Powerball and Oz Lotto in aggregate were about 68% of the portfolio. That's probably the lowest we've seen in recent years. Typically, we'd be at about 75% of the overall portfolio. So I think that's also what's feeding into that market share. It's just the underperformance on Powerball and Oz Lotto given the subdued jackpot environment.

Yes, perfect. That's helpful. And then just jumping on to the prize draws businesses. Can you help us unpack the first half, second half seasonality across those businesses, I guess, at TTV and whether there's any swings in the revenue margin in the halves as well?

Yes, David, I'll take that one. So it really does depend on the price/mix in each of the businesses, although we do typically see a stronger performance in the first half given the skew towards the Christmas trading period. So if I take each of the businesses in the U.K., I'd expect it to be broadly even, maybe a slight skew to the first half. But in the U.S., we did see a skew towards the first half, mainly because of the price/mix. We did a couple of high-value prices in November and December that generated some strong ticket sales. And when I look at the rest of the price/mix for the rest -- for 2H, it's not as strong as the first. So I expect a bit more of a skew in the first half of the U.S. business.

Yes, the U.S. culture is very much surrounded around Black Friday, Cyber Monday and Giving Tuesday, which played out last year.

Got it. And just a last question from me. Just on Lotterywest, Brightstar has won that contract. They've announced that. It looks like there might be an opportunity for the digital component to be carved out. Is there anything you can share around your position or opportunity with that?

Just that we're part of providing the solution. It's still something that we're working on with Brightstar. We still have a little bit more ways to go with the subcontractor agreement and still subject to Board approval. So we're not quite there yet, but we are involved in the overall solution.

Can you give any insights as to how we should think about this when it may contribute when it gets signed in sort of any quantum or guardrails you can put on it?

It might be a bit hard to make those predictions at this early stage. I think the main point at this stage is that we're involved. We're not out of it. We're involved in it. How it's actually going to play out and everything just needs a bit more time, David.

Just want to add to that, David. The existing contract will continue until November '27 with a further option to renew.

[Operator Instructions] Your next question comes from Rohan Sundram from MST Financial.

Just one for me. Michael or Jatin, where do you see the buyback at the moment in terms of your list of strategic priorities? Just given where the share price is at given versus where the business is performing and this is a pretty solid result, how are you seeing that at the moment?

Yes, it's still part of our capital management mix and something that we like to do. We're, of course, unable to use it all the time. We've got a lot of things going on in everything. But when we're able to, we're still keen for it to continue.

Yes. Okay. I guess another one. Just on the given the investment you're making into marketing to reactivate players, take share, should we still -- is there still an outlook for operating leverage in the Lottery Retailing business going forward?

I think, Ron, the way to think about that is just that guidance we've given a 46% to 50% for Australia, that is the range that we are working towards. I think it was a good result with such a lean jackpot period and the increased marketing spend to be at that rate or be closer to the bottom. So if there was a recovery in jackpots, I'd expect an improvement in that margin.

[Operator Instructions] Thank you. There are no further questions at this time. I'll now hand back to Mr. Veverka for closing remarks.

That ends today's presentation. No more remarks. Thank you.

That does conclude our conference for today. Thank you for participating. You may now disconnect.

Good morning, ladies and gentlemen, and welcome to our 2025 Annual General Meeting of Jumbo Interactive Limited. I'm Susan Forrester, the Chair of the Board, and I'd like to thank you all for attending our AGM today. and I'd like to welcome those of you who are joining us via the webcast.

I'd like to begin by acknowledging the Yuggera and Turrbal People, and pay my respects to their Elders, past and present. I'd also like to extend my respect to Aboriginal and Torres Strait Islander People joining us here today.

I've been advised by the Company Secretary that a quorum is present, so I am pleased to declare the meeting open.

Joining us for our AGM today are Sharon Christensen, Nonexecutive Director; Giovanni Rizzo, Nonexecutive Director; Michael Malone, at the end of the table, Nonexecutive Director; well known to you Mike Veverka, Managing Director, CEO and Founder; and Jatin Khosla, CFO.

Suzy Kuo, our representative of our auditor, Ernst & Young, is also attending this meeting and is available to answer any questions from shareholders. Giovanni Rizzo as Chair of our Audit and Risk Committee and Sharon Christensen as Chair of our People and Culture Committee are also available today to answer any questions.

Before moving on to the business of the meeting, I'd like to draw your attention to the voting procedures for today's meeting. As set out in the notice of meeting, voting on each resolution will be conducted by a poll. On blue voting card, which you would have received on registration, is your voting paper, which details the resolutions being put to this meeting. When asked to record your vote on each, please vote for each resolution on your voting card. For each resolution, I will introduce the resolution. There will be an opportunity for shareholders and proxies to ask questions. Those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll. And the results of the poll will be released by the ASX company announcements platform and made available on our website as soon as possible after the close of the meeting.

I'm delighted to be providing you with an update on Jumbo's progress and to be doing so from our new head office here in Milton. Whilst the operating environment presented some challenges, particularly the subdued jackpot cycle, it also provided the opportunity to refine our approach, deepen customer engagement and strengthen the foundations that that will support Jumbo's next phase of growth.

I'm also pleased to note that in the last month, the management team has successfully completed 2 strategic acquisitions, one in the U.K. and one in the U.S. Mike will detail these further in his presentation.

In 2025, despite subdued jackpot productivity here in Australia, Jumbo once again demonstrated the strength and resilience of our business model, delivering the second highest profit in our history, second only to last year, which did benefit from an exceptional run of large jackpots.

Our SaaS business continued to perform strongly, with total ticket sales exceeding $250 million and generating over $10 million in revenue. Our international businesses demonstrated stability with encouraging momentum in both the U.K. and Canada.

The strength of our balance sheet and cash generation enabled the Board to declare a final ordinary dividend of $0.305 per share fully franked. This brought the total FY '25 fully franked dividend to $0.545 per share, which matched last year's dividend. In addition, we returned further value through our on-market buyback program, repurchasing approximately $8 million in shares throughout the year.

So the essence of our strategy remains unchanged. It balances the imperative to grow and protect our core earnings OzLotteries while accelerating growth and diversification through a combination of organic growth initiatives and expansion through acquisitions.

Both recent acquisitions, which Mike will talk about later, aligned strongly with these principles and represent meaningful steps in our international growth journey and diversification. Each was subject to really comprehensive due diligence to ensure strategic alignment, financial discipline and long-term value creation for shareholders. Over recent years, the Board's dividend policy has been to return between 65% to 85% of statutory group net profit after tax as fully franked dividends. Following completion of the 2 strategic acquisitions in the U.K. and the U.S. and recognizing our increased debt position, the Board has reviewed the policy to ensure it remains aligned to Jumbo's long-term growth strategy and prudent capital management objectives. The Board has determined that a revised payout ratio of 30% to 50% of group net profit after tax is appropriate in these circumstances effective from the first half of FY '26. This adjustment reflects a prudent approach designed to maintain a strong balance sheet, reduced debt and ensure the company remains well positioned to deliver sustainable, long-term shareholder value. The on-market share buyback program will continue on a disciplined and opportunistic basis, seeking to balance share price performance and alternative uses of capital.

Following shareholder approval at last year's AGM, Michael Malone formally commenced as a Nonexecutive Director. Michael has brought a valuable blend of entrepreneurial insight, drawn from his experience, founding and scaling technology businesses. and his contribution over the past year has been significant.

Today, Giovanni is seeking reelection. He was appointed to the Jumbo Board in January 2019 and has provided deep financial and strategic insight, drawing on his extensive experience across the lottery and technology sectors. Giovanni will address you shortly when we reach the resolution for his reelection. The Board recommends that you vote in favor of his reelection.

Operating in a highly regulated industry, we know that strong governance, ethical conduct and regulatory compliance are essential to maintaining trust, particularly while partnering with charities across jurisdictions. In FY '25, we actively enhanced our governance framework and risk management model, providing clearer accountability across the 3 lines of defense and ensuring alignment with evolving stakeholder and regulatory expectations.

As cyber threats grow in scale and sophistication, we implemented a range of new cybersecurity measures and advanced our ability to detect, respond and mitigate threats. As we increasingly adopt artificial intelligence in our operations, we are also developing policies to ensure it's safe, transparent and responsible use.

Our people remain at the heart of Jumbo's success. Over the past year, we've continued to invest in creating an inclusive and high-performing workplace that enables our people to do their best work. A major milestone was relocation to our head office from Toowong to Milton here in Brisbane, a space thoughtfully designed to foster collaboration, innovation and connection. With modern facilities, enhanced accessibility and state-of-the-art technology, our new office reflects our commitment to supporting both productivity and well-being. We also refined our safety and well-being framework to meet new legal standards and launched our confidential Speak-up platform and expanded our mental health and flexible work initiatives to support balance and belonging across our teams.

Our culture continues to strengthen through initiatives like Jumbo University and our award-winning learning ecosystem and leadership programs, which are developing confident, capable workers for the future. We're proud that every Jumbo region has now achieved A Great Place to Work certification, a clear reflection of the engagement and inclusion of our team certificate.

I'd also like to take this opportunity to acknowledge and thank our highly skilled teams of employees across Australia, U.K., Canada and welcome our new teams in the U.S. and the U.K. Their dedication, collaboration and energy have continued to shape a vibrant and inclusive culture, one that fosters innovation, supports well-being and celebrate shared success.

We continue to embed sustainability in our business operations, aligning our actions with our responsibility to people, the planet and the communities in which we serve and operate. This year, to strengthen oversight, we introduced a new internal responsible gambling framework designed to further help our employees to identify, report and respond to potential player harm. We also continued to support our customers with tools and resources to minimize player harm.

Our new office reflects our commitment to environmental sustainability, and incorporates improved water, waste and energy management systems. Further, we are preparing now for our mandatory climate-related disclosures. And given our recent acquisitions, Jumbo will likely be a designated Group II entity required to report from FY '27. Our preparations are progressing well, having initiated senior leadership training and commenced a value chain emissions analysis and aligned our emissions reporting with greenhouse gas protocols. We also implemented new tools to capture sustainability data, including modern slavery reporting.

In closing, on behalf of the Board, I'd like to sincerely thank our customers and our shareholders for their continued trust and support. Your confidence enables us to pursue our long-term strategy with focus and discipline. Thank you, and I look forward to taking your questions later in the meeting. I'll now hand over to Mike to present a more detailed view of our company's performance.

Thanks, Sue, and good morning, everyone. Welcome to the 2025 Jumbo Interactive Annual General Meeting. Well, after a long 3-year search, we finally found the acquisitions we've been looking for. Last month has been pivotal in Jumbo's history and will be a key moment in the future for Jumbo. It's the moment when we expanded our B2C strategy to 2 additional major markets: the U.K. and U.S.A. I'll dive deeper into these businesses in the coming slides. But first, let me discuss the other parts of the business that are in good shape and recap our FY '25 performance.

Lottery Retailing in Australia continues to see strong engagement with our players, and despite a run of jackpots that didn't quite reach the levels we saw the year before with a record-breaking $200 million jackpot, we still managed our second best result ever.

Our SaaS segment continues to go from strength to strength with multiple partners achieving record results, reinforcing the tangible value Jumbo delivers through our technology and expertise. Just a few weeks ago, we also signed a long-term agreement with Australia's #1 charity lottery, the Dream Home Art Union, to be their software platform of choice.

Internationally, our managed services business is gaining real traction. Stride delivered above expectations and momentum in the U.K. continues to build. Our focus remains on driving growth while improving operating leverage.

From a capital perspective, we maintain a strong balance sheet and remain focused on delivering shareholder returns. We have taken on debt to fund the 2 new acquisitions, but with net leverage of approximately 1x pro forma EBITDA, we're not overly leveraged. We look forward to paying this down aggressively to open up opportunities for future growth.

As Sue highlighted, our strategy is unchanged, and we focus on executing on what we say. I'll be focusing on the fourth priority, accelerating growth through acquisitions. So as I mentioned earlier, our 2 recent acquisitions have been 3 years in the making. And for that, and I thank you for your patience. Our M&A strategy has always been one of discipline, not only in financial metrics but also ensuring that we can add meaningful value to the businesses we acquire. The same proven framework that has driven the success of OzLotteries will now guide our approach in the U.S. and U.K. markets.

We have undergone a thorough due diligence of both businesses, and we are confident we bought a business that is already profitable with a strong track record of growth and a loyal, highly engaged customer base. There is substantial headroom for growth, supported by rising brand awareness and expanding product offering and increasing digital engagement, all areas where Jumbo's expertise can help accelerate the next phase of expansion.

By buying a business that's already established, we can skip over the initial start-up phases and jump straight to growth. The price draw market itself has grown rapidly over the past 7 years from virtually nothing to an estimated AUD 2.7 billion in the U.K. alone. While still smaller than the traditional lottery market, it's still -- it's very much on the ascendancy, presenting an exciting new revenue for growth within the broader digital lottery and games landscape.

Looking now at Dream Giveaway USA, the company we bought in the States. It's active in all 50 states and follows the 501 C3 chartable donations model. This is a well-established model and involves working with specific charitable organizations. Dream Giveaway already has this well established giving Jumbo ahead start, skipping the initial research and establishment phases and jumping straight to growth. The sheer size of the U.S. market gives this business enormous potential. With a population 5x the U.K. and 13x Australia, I see significant potential way into the future.

Key management and I have been at Jumbo a long time, and we've driven the growth of OzLotteries from the early days. There are striking similarities between these 2 new businesses and what Jumbo was like in the early days. The U.K. and U.S. businesses, I just like where we were a decade ago, and we'll face the same challenges that we already experienced and navigated through. So you can see how our experience can be used to guide these businesses through their next stages of growth.

Buying established businesses smaller than our Australian business means we can deliver growth sooner just by using what we've already built. We have Jumbo's key management on the ground in the U.S. as I speak, getting straight to work on delivering their software platform.

Our key focus over the next 12 months is integrating these 2 acquisitions and empowering value creation. The integration plans that have been well thought out and are clear and simple. Jumbo brings a technology, marketing experience and guidance to help sustain the growth engine and accelerate their trajectories. We also have deep expertise in regulatory management, enabling the acquisitions to navigate and even lead with any future regulatory change with confidence.

Over the past 5 years, Jumbo has matured into a business that successfully operates across multiple regions with the right balance of governance and agility. That gives us strong confidence in our ability to replicate key aspects of our lottery success. In short, Jumbo provides a platform, capability and discipline that allows the acquisitions to focus on what they do best, delivering exceptional products and accelerating growth.

And I'll switch gears and talk about our SaaS and managed services businesses and how we intend to scale our proprietary products. The Lottery Corporation, or TLC, have been a significant partner for Jumbo for decades and we expect this to continue well beyond 2030. But we are methodically building our non-TLC business to improve diversification. This includes SaaS, charity resales and our own proprietary products and programs like Splash for Good and Daily Winners. This now represents $265 million in TTV and $18 million in revenue with plenty of headroom for growth. This year, we added 2 major charities to our reseller stable, the RSL Queensland and Yourtown and launched a premium tier to our Daily Winners loyalty program. We've also further deepened our relationship with the RSL Queensland by entering into a long-term software licensing agreement to power RSL Queensland flagship Dream Home, Art Union lottery program. which almost doubles the SaaS TTV to nearly $0.5 billion. And lastly, the Lottery West RFP, we submitted this in May 2025, early this year, and we're well positioned in an expected decision either just before Christmas or early into 2026.

I'll talk about the momentum we're seeing in Managed Services in the trading update later in my presentation.

I'll now take you through our Lottery Retailing market share, a segment that has been the cornerstone of Jumbo for many years. We showed this slide at our FY '25 results presentation in August and have updated it for the last 4 months. It shows Jumbo's market share for Powerball and OzLotto growth between $10 million and $30 million. Each blue dot represents our estimated market share for an individual draw while the orange line reflects the weighted average.

Since the implementation of the new marketing playbook back in January 2025, you can clearly see the recovery of market share in the second half of FY '25 with the market share being maintained into the first half of FY '26. We continually evolve our technology and marketing playbook to protect and grow one of our most important assets.

To the trading update. From our solid rebound in market share, I'll move on to the trading update. Starting with Lottery Retailing, we've updated the definition of large jackpots to be division wide prices of greater than or equal to $30 million, and we can see the first 4 months of FY '26 was rather modest. There were 7 large jackpots with a combined division 1 prize pool of $300 million, equating to an average of $43 million, broadly in line with last year.

Two key factors set us apart from where we were last year. Firstly, the Powerball price increase was implemented last week. Historically, price adjustments have preceded higher jackpot levels. And secondly, the nature of the law of averages suggests that larger jackpots are likely to follow in the near term given the subdued jackpot environment over the past 15 months. I see the Powerball reached $50 million this Thursday, which is a good sign. Together, these 2 factors position us well for potentially stronger jackpot cycles over the remainder of the year.

So even with the modest start to FY '26, lottery Retailing TTV was up 5%, driven by strong performance in Saturday Lotto following the price change, Daily Winners premium and new reseller agreements with the RSL Queensland and Yourtown. This translated to revenue being up 12.5% and an improved revenue margin of 24.8% due to the shift in product mix. SaaS TTV increased 9% and revenue up 8%. The lower revenue margin of 3.9% reflects the changing client mix. And excluding Lottery West, which was impacted by the modest run of jackpots, TTV and revenue were up 10.6% and 14%, respectively, driven by our partners' performance and expanded partner base.

As I mentioned, the momentum in managed services in the U.K. and Canada seen in late FY '25 has continued into FY '26 with both regions achieving double-digit revenue growth. We remain on track and are focused on growth and operating leverage.

As a reminder, when you look at the lottery sales over the past 35 years, the sector has delivered steady growth of 3.5% per annum despite economic cycles, recessions and even the global financial crisis. It's a market that continues to prove its strength and reliability over time. What's particularly exciting is the ongoing digital transformation of the industry. From virtually nothing years ago, we're now at 42% in FY '25, and that's where Jumbo thrives. As players continue to shift online, our focus remains on protecting and growing our lotteries market share by continually innovating the player experience, keeping it fun, safe and engaging and ensuring Jumbo remains at the forefront of the trend.

Turning to the FY '26 group outlook. This slide has been updated for the expected contribution from Dream Car Giveaways UK and Dream Giveaway USA, which have been added to the bottom right of this slide in local currency. Aside from these additions, our operating guidance for the group remains unchanged. This includes the Australia underlying EBITDA margin and EBITDA growth outlook for our U.K. and Canadian managed services operations.

As Sue mentioned, on capital management, following the acquisitions and the associated increase in debt, the Board has revised the dividend payout ratio from 30% to 50% of statutory group NPAT. With this adjustment and as a growth-focused company, we remain committed to reducing debt, investing in the future and maintaining a strong balance sheet to deliver long-term shareholder value.

When you take a step back and look at our journey over the past 7 years, the scale of Jumbo's growth and diversification is remarkable. In FY '18, we were an Australian-centric with one major customer and focused primarily on government lotteries. Fast forward to today, in FY '25 pro forma performance show a business that has grown EBITDA nearly fivefold, where it exceeds $90 million. We've evolved into a diversified business with meaningful contributions from Australia, our Managed Services segment and now our Dream Car Giveaways UK and U.S.A. operations. Also important is that our non-TLC EBITDA contribution is reaching 50%.

Each of these pillars strengthened our position and reduces concentration risk while creating new avenues for growth. We achieved this by remaining disciplined and innovative. With our proven model, our technology and our people, Jumbo is well positioned to continue delivering strong results while shaping the future of digital lotteries and price draws globally.

Thank you to our shareholders for your ongoing support, and our incredible teams across Australia, the U.K., Canada and the U.S. for their hard work and dedication. Together, we're building something special, and the best is yet to come. Thank you very much.

Thanks very much, Mike. I'll now move to the formal part of the meeting. Shareholders will be asked to consider the 5 resolutions which were set out in the Notice of Meeting dated 10th of October 2025. The poll for each resolution is now open and will close at the conclusion of this meeting.

The first item of our formal business is to receive and consider the company's financial statements and reports for the financial year end 30 June 2025 as set out in the 2025 annual report. This item of business does not require shareholders to vote on a resolution or to formally adopt the reports. Shareholders or their proxies may comment or ask questions about the financial statements and reports or about the management of the company. Shareholders or their proxies may also ask questions of our company's auditor, Ernst & Young, in relation to the conduct of the audit, the preparation and content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit.

I'll now address any questions relating to this item of business or any general business questions. Do we have any questions? If so, please raise your hand, and we'll arrange a microphone to be brought to you.

Shareholder.

Hello, Peter.

Just a little bit confused about your capital gain strategies. It's strange now a company that borrows money by business does share buybacks and base dividends. Excluding the acquisitions, most companies decide on the best uses to pay dividends, which are franked, obviously has a great impact on just buying back shares. You see they have in 3 accounts at this time. Can you just explain to us how the Board talked about how they prioritize what they should be repayment of debt, which is how you prioritize the cash in those 3 areas, which I think is repaying the debt is a good thing. How you prioritize your cash in those 3 areas?

Thanks, Peter. Thanks for your question. I'll start off and then I might hand to Mike or Giovanni, if they want to make any further questions. For many, many years, Jumbo has been a dividend stock, and our payout ratio has been very high. We've had a very strategic focus on these acquisitions, and we knew we would have to borrow to be able to fund them. That's changed our capital management strategy in terms of bringing on debt, the smartest thing in terms of use of capital is to pay down debt, which caused the issue for the Board to consider will we alter our dividend payout ratio. If we didn't do that, obviously, it would take us a lot longer to pay down the debt. So we think it's an efficient and prudent way of managing our capital. We don't feel we have a foot in each camp. We may well see Jumbo from a dividend stock to a growth stock as a result of that. And that's okay because we've been very clear about our strategic aspirations around growth. Mike or Giovanni, any further commentary around that?

Maybe just to highlight it's always been our intention to be a growth stock because we've been paying dividends for a long time, maybe we've taken on a persona of a dividend payer, which we intend to continue on, but we've kind of lost the growth edge in the last few years. So that's something that we've been trying to address with these acquisitions. And so we think we've got that right, and we can start supercharging that growth, which is something that we had in the early days. Perhaps we've lost that in the last 2, 3 years, but we intend to get that back.

Maybe I can just add as well. Number one, that's also the flexibility from a capital management point of view. So obviously, as you say, there are different priorities, and repayment of debt is very important with these acquisitions. But obviously, the various levers we have gives us the flexibility in terms of how we actually manage the capital management.

The other thing from a dividend perspective as well is the actual payout percentage may be decreasing. But from a quantum point of view, obviously, with the additional profits that we're getting from these new businesses, that may have an impact in terms of what the actual quantum of the dividend is going forward as well.

Thanks, Giovanni.

Yes. Sorry, I'm just confused with the best strategy. I understand the repayment of debt. Do you still think buying of shares on current prices because that doesn't seem cost effective to shareholders.

Yes. I think if I can just take that one. It's about the flexibility of having and prioritizing what is the most important to shareholders at any given point of time. So ultimately, it's just, as I say, those different levers that we have at what we pull at different times. Yes.

Thanks for your question, Peter. Any further questions?

I'm just -- sorry [indiscernible] I'm just a small shareholder. And with respect to -- sorry.

Just closer to your mouth, just so the...

Yes with respect to the [indiscernible] what is the aim of it as a buyback is the industry of our capital management on that. But to me, from just normal person, instead of paying us an extra dividend or whatever, you use [indiscernible] entitlement to drive up the price. So we're basically paying people to push the price up. And then it also most probably like a reward, but it also increases earnings per share if you use that as a criteria, which is really an unofficial increase. And how do you compensate for this artificial increase when you decide to renumerate?

Do you want to take that?

Yes, sure. So ultimately, from a capital management point of view, what you're doing is you're giving shares the ability that if they actually wish to sell their shares, then the capital management policy allows them to sell their shares. So that's the one element that we're trying to do as well. You are right that buying back shares, obviously, is incremental from an EPS perspective. But no, I mean, we don't drive the business in terms of trying to drive remuneration outcomes for executives or anything of that nature. Ultimately, what capital management does is it gives you that flexibility of returning capital to shareholders where we see the most value for the shareholders. And that is, be it share buybacks, be it dividend policy, be it repayment of debt so that we can drive the business' growth. And that's the ultimate goal that we have is to ensure that we drive the growth of this business so that we increase shareholder wealth across the board. So those are the various elements that we put together to try and do that.

So the way I see you're talking about -- I know there's a bit of a bias in a tax relief, it says, I'm entitled to take on [indiscernible] from your people experience, participation in a buyback predominantly.

Well, it's any shareholders. So any shareholder wishes obviously, from our perspective, we go on market, and it's a market-driven activity. So we are limited in terms of how many shares we can buy back on any given day. But yes, any shareholder wishes to sell can participate in that buyback. So it's not selective shareholders or anything of that nature. It is open to all shareholders.

What my question is, who is more likely to participate in the buyback?

It varies. I mean I couldn't give you any specifics at this stage, but it does...

We don't have any control over that.

[indiscernible] participates -- predominantly participates which is [indiscernible] the one who buy back. So basically, where you use my money to encourage people to buy back to push the price up. Theoretically, I believe a portion of my entitlement is being new to push the [indiscernible] to push the price up. That's the RA is to increase the value of our shares.

Yes. No, I think just to summarize, that's not the intention. So ultimately, the capital management...

[indiscernible]

Yes. I think we've pointed out the various levers we have to pull in our capital management strategy. And sometimes it is buyback and other times, it's paying dividends and on sometimes it's paying down debt, and we've tried to express the various levers will pull. There was a question from Steve?

[indiscernible] now representing the Shareholders' Association today. First, I just wanted to congratulate you on winning our corporate governance award in FY '25. Just a little there's recognition for the multiple years of progress you've made as a Board and the fair treatment of retail shareholders. So congrats on that.

Just final question, I know we've got you voting coming up for election that just on directors in general. Looking at the skills table that you published this year, one of the things that stands out is industry expertise on the Board and also some international expertise on board that potentially have utilized a little more of in our view. So respect to our current Board and we like that it's a small Board. Any consideration given to some additional directors with that U.S. or U.K. experience, North American insures and/or deep industry experience these discussions that you have in the time.

That's a great question. Thank you, Steve. We spent quite a lot of time actually looking at our skills metrics and the composition of skills around our Board. And as you know, one of the reasons for bringing on Michael was his extensive both entrepreneurial skills but also his IT and cyber skills. Having bought some businesses now overseas, that is certainly something that we are looking at. In our subsidiary Boards, we actually have some local directors. So we are seeing some local people acting well. And if they perform well, that is something we will consider. In terms of lottery experience, as you know, we've got Mike and -- Giovanni has now been on the Board for some time as has shown. So we are building our lotteries experience. regularly. But when we look internationally, there's a chance that we would try and combine those 2 and actually have Lotteries Plus international experience. So very much on our radar and open to it.

Peter Richards again. Just I couldn't find anything in the annual report about franking credits. So I don't know whether the change of policy around dividends is affected by franking credits. Do you have a good supply likely to remain 100% franked...

Fully franked?

Yes, I'll take that one. Thanks for that. Yes. Very comfortable with the franking credits. So no, the change in policy is not driven by franking credits at all. We still have a very healthy balance in terms of our franking credits. So from that perspective, no, no change at all.

Dividends will be fully franked.

Any further questions? All right. Thank you very much. There's no further questions, we'll move on to the next item of business, which is the reelection of Giovanni Rizzo. The resolution is set out on the screen. Details of Giovanni's background and experience were set out in the explanatory memorandum, which accompanied the notice of meeting, so I don't propose to restate that. However, I would like to emphasize the Board considers Giovanni's contribution to the Board through his significant experience in finance and regulatory compliance as well as his various roles in the lottery and gaming industry, brings significant benefit to the Board discussions and in his role as Chair of the Audit and Risk Committee. I now invite Giovanni to briefly address the meeting.

Thank you, Sue, and good afternoon [indiscernible] shareholders. It truly is an honor to be in front of you again. My previous reelection was 3 years ago and I had a look at that date on the screen, 6 years part of Jumbo, it has been an amazing journey. I've got to say, it's a wonderful company. I think Mike can see both indicated it's just brilliant in terms of the journey that we've been on with Jumbo. And I see many shareholders here that I saw 6 years ago, and you have been loyal followers of the stock. So we thank you very much for that.

It gives me great pleasure to stand again for reelection of Jumbo. I've been Chair of the Audit and Risk Committee as well as a member of the People and Culture Committee. I'm a chartered accountant [indiscernible], unfortunately. And my experience going over 25 years in gaming, lotteries and technology across Australia, Canada and South Africa gives me the required level of knowledge, skills and experience to represent you shareholders on the Board.

We really do try and ensure -- and it's something we take very seriously, I've got to say, is that Jumbo maintains the highest level of governance, risk management, financial control and discipline as it continues to grow and expand both domestically and internationally. As a Board, we consistently put your shareholder interest front of mind in everything in terms of the oversight and governance that we do for Jumbo's operations. I believe I complement the Board's overall skills with my extensive financial, operational, investor relations and ESG expertise gained from a diverse range of large listed ASX businesses, both domestically and internationally. My experience spans the gaming, lotteries and technology sectors, bringing a unique perspective that strengthens the Board's collective capabilities.

As Chair of the Audit and Risk Committee, I've worked very closely with the Board and the Audit Committee and the management team over the past 6 years to introduce several key initiatives. These include selecting new external auditors. And I've got to say EY has done a phenomenal job for us in terms of the extra value that they've actually added to us since they've been appointed as external auditors. We also have new internal auditors who are adding a lot of value to us as well in terms of the upgrading of our internal control processes. We have implemented a completely new risk system in the business as well, which really defines our risk appetite and the entire risk management function. And more recently, our attention is focused on the successful integration of the new businesses that we've acquired in the U.K. and the U.S. to ensure these businesses are seamlessly integrated into the Jumbo way of doing businesses.

So in summary, I'm honored to be part of Jumbo. It's such a talented and committed workforce that we work with here. They share a passion for technology, innovation and delivering outstanding customer experiences and also be -- proud to be part of a very well-functioning Board that sits here in front of you today.

I want to thank my fellow Board members for their support over these past couple of years. And it's with great enthusiasm that I put myself forward for reelection as a director, and I will be honored to continue to serve you, our shareholders, as a director for the next term of my appointment, if you vote in favor today. So thank you very much.

Thanks very much, Giovanni. The directors, with Giovanni Rizzo abstaining, unanimously recommend shareholders vote in favor of this resolution. I'll now address any questions relating to this item of business. Do we have any questions? If so, would you please raise your hand and I'll arrange up to the microphone to be come to you.

Sorry, I'm not used to talking about public. I'm going to ask, I'd like to see transparency improved the manner of vote. And I gave Mike an example of Tabcorp, where they actually -- besides showing the percentage of the entire vote and the number of votes, but also the number of official owners. Please show and explain, we're always trying to say, why they are.

Yes. I've got that here, and we'll...

We'll consider that.

We'll consider that. It's a good suggestion. So we have that here, and we'll discuss that.

Yes. Basically, what it says with Tabcorp, they have a 125,000 eligible voters or holders and only 2,000 -- and over 2,000 voted for resolution. And in the past, I inquired with -- I did a little bit of research with Computershare and Link market. In the past years, let's say, the average participation rate in people who have [indiscernible] to vote resolution, it's only between 4% and 5%. And I was under the impression that, that percentage figure would increase because of online participation. But for some reason, in Tabcorp's case, it dropped to 2%. So when people who may have a chance in Tabcorp, they would have heard about the Australian Shareholders Association complaining about some [indiscernible] reward. So basically 2% of the official holders voted for that. That's it.

I think we're happy to take that on board and consider that as part of our reporting processes. Any further questions?

So Jim, I think we only got a register of directors each year, events like these. Given you've made big acquisitions, and obviously, we're sharing this collective Board decision to support those acquisitions, but as head of audit and risk and someone with a lot of financial expertise, I would just be interested to kind of get your thoughts on the 2 acquisitions, particularly maybe what you saw as the biggest opportunity for the business in making both of those acquisitions and also the maybe the biggest risk that you saw when all these opportunities to...

Sure. I mean, Mike is probably the best place from an operational point of view. But from an audit and risk committee point of view, it's a great question. Thanks, Steve. What we really look for is ultimately from a risk appetite point of view, where do we position the business, where do we see the business going into the future? And growth is obviously a very important strategic element of this business going forward. We want to generate more shareholder wealth. And the way to generate more share of the wealth is through responsible acquisitions. I don't use that word responsible. It's very important.

What the Audit Committee really looks for is, number one, can we use the platform? So is the business mature enough in terms of having good systems in place, good team members working for it that can actually grow the business going forward. Gatherwell is a great example in the U.K. We acquired Gatherwell quite a few years ago, actually, as a platform for growth in the U.K. And you see what we've actually managed to achieve in the U.K. at the moment.

The U.S. is a similar initiative from that perspective. This is kind of a stake in the ground for us. It's a good business, and it gives us that platform for growth going forward. But doing so in a very responsible way, making sure we integrate systems, making sure we integrate the teams there that they follow the Jumbo way of doing business. And that's probably the key from an audit and risk perspective is having that integration plan and following integration plan very closely, and that's something we've matured very well into as a business going forward. So hopefully, that answers your question.

Any further questions for Giovanni or for the Board?

All right. Thank you. If there's no further questions, I now put resolution 1 to the meeting. The results of the proxies received are now being displayed. Thank you. Please mark your selection for, against or abstain for resolution 1 on your voting card.

[Voting]

We'll now move to Resolution 2, which is nonbinding and advisory vote on the company's remuneration report for the year ended 30 June 2025. The Corporations Law Act requires the section of this director's report dealing with the remuneration of directors and key management personnel of the company to be put to an advisory vote of shareholders. The remuneration report dealing the company's approach to remuneration is contained within our 2025 annual report, which is available on our website. The resolution is set out on the slide. I'll now address any questions relating to this item of business? Do we have any questions? Steven?

Hope for the last one. So noted some changes to the plan for FY '26. In general, whether is supportive of the rem plan, but a couple of things stood out us. First of all, on the positive side, I think we increased the weighting towards earnings per share growth in the LTI. So we like that. That's an -- there's an increased focus on growth before executives are receiving [indiscernible]. Maybe a little more on the downside with the changes to STI and increased percentage being paid out in cash rather than shares. Obviously, Mike's got a lot of skin in the game, which is great. Could you manage to just comment on the thinking there around the change they put more of the STI out this cash rather than shares for the rest of the [indiscernible]?

Sure. Would you like to take the share as Chair of our Rem Committee or shall I.

Thanks, Sue.

I'm happy to.

No, that's fine. So we did quite a bit of work in terms of benchmarking where we were in the ASX 300, what other companies were doing in terms of STI and LTI. We also had some detailed discussions with management in terms of looking at the split. The STI change is really in recognition of the fact there have been very little increases in terms of fixed rent over the last 3 years. And we thought it was appropriate in terms of still retaining that 33% for rights, but actually paying the other in cash. And the rights to accumulate in terms of the mandatory shareholding as well and are accumulated until the KMP get to the required level of shares as well.

It's really very much part of our maturity as a business. We had used one remuneration consultant for quite some time. We went to tender. We chose another recruitment adviser who was very well respected in the market. That was one of their recommendations. So after consultation, that's where we landed so.

all right. If there's no further questions, to the results of the proxy -- the results of proxies received are now being displayed. Thank you. Please mark your selection for, against or abstain for resolution 2 on the voting card.

[Voting]

Resolution 3, the issue of STI director rights to Mike Veverka. The resolution is set out on the slide. The details and background to this resolution is set out in the explanatory memorandum, and I'll now address any questions relating to this item of business. Do we have any questions?

Since there's no questions, I'll now put the resolution 3 to the meeting. Results of the proxies are now being displayed. Thank you. On your selection, would you please mark for, against or abstain to resolution 3 on your voting card.

[Voting]

Resolution 4 is the issue of LTI options to Mike Veverka. The resolution is set out on the slide. The details and background of this resolution are set out in the explanatory memorandum, and I'll now address any questions relating to this item of business.

Why don't you put the exercise price on the slide because the options are showing converted into shares. But the is the difference is that the exercise price is $10 or $5. I think it should appear, otherwise also expired.

Because that won't be set till after the AGM. They haven't been set yet. Is that the correct answer? Jatin, do you want to take this one? Mike.

[indiscernible] notice. So it's a 30% premium to the [ 10-day VWAP plus ] results, so I think it's around [ $15.96 ] I can confirm.

So we can refer that to [indiscernible]. Thanks, Jatin. Any further questions?

The results of the proxies are now being displayed. Please mark for your selection for against or abstain in resolution 4 on the voting card.

[Voting]

And resolution 5 is the renewal of proportional takeover provisions. The resolution is set out on the slide. The details and background are set out no explanatory memorandum, and I'll now address any questions relating to this item of business.

It's very much a rolling renewal of that's something we see from shareholders every year.

If there's no questions, I'll put resolution 5 to the meeting. The results of the proxies received are now being displayed. Would you please mark for, against or abstain for resolution 5 on your voting card?

[Voting]

Yes?

Sorry, I'll just confirm it's $15.46.

$15.46 is the option price. Thanks, Jatin.

That concludes the formal part of the meeting. Before I close the meeting, are there any other questions or comments about the management of the company that any shareholders would like to ask? Yes, sir?

Why had we had a big rollercoaster more share price. After the first acquisition, share went all the way and stayed there. And then after the [indiscernible] sessions, acquisition of the American entity. Now I thought there were 0 type of acquisitions. I'm not -- if they like the first one, why we don't they like the second one.

We wondered that, too.

[indiscernible]

We were quite disappointed as well, as you can imagine. And the timing was difficult for us because these had been in due diligence for quite some time, and it just worked out that the U.K. went first and the U.S. went second. We didn't have any control over the timing of the announcements. But to us, they're both very strategically aligned acquisitions that make total sense, as Mike set out. But we have had some feedback from investors as to why the market hasn't liked it as much as we would have liked. Do you want to elaborate on that a little more?

Yes. Look, I'm with you, Alfonso. I feel the pain as well. And I don't really know why. But it's probably a bit more market education that we have to do. So we're doubling up on explaining what these acquisitions are all about to the market. I get it in terms of there hasn't been an acquisition for a long period of time. And suddenly, we come out with not 1 but 2 big ones. It's maybe a lot. But like Sue said, it wasn't -- we didn't try to do it like that. It just worked out that way. So we're just really trying to -- we have to just educate the market as to how it works they obviously like the U.K. Maybe there's a few questions about the U.S., but in my mind, there's probably more potential in the U.S. as -- so Jatin and I, in particular, have to just go and see a lot of shareholders and just really get a lot more information out there. Obviously, the proof will be in the pudding, if we can get those companies to perform really well, then you'll see 2 months' worth of results come the half year results in there. So yes, we just have to prove the market wrong.

Yes. Well, [indiscernible] a large share was coming in, which was a potential fund that had to find the declaration by 5%. Now 2 days later, well, it came off [indiscernible] 5%. And then there is Macquarie Bank came in again with 5%. So I thought are these things related because 5% is just a threshold. If you're 4.99, you don't have to make [indiscernible] 5.01, you have to. So are these transactions related to each other?

Well, I don't think they're related. I mean, it's what shareholders can do. I think there's also some timing in there. I think a lot of these transactions, especially in the first one we've done before, the first announcement came out. So there was maybe some timing differences there. But yes, look, we're not always privy to what the shareholders do so.

I'll just confirm that the Board is laser-focused on execution risk. So we get a weekly report on the integration plan for both the U.K. and the U.S. and we respond with questions, and we are oversighting it. So it's not set and forget, it's settled because we know, come half yearly results, we want to be able to demonstrate. So we've had really good follow-through and some numbers are coming through. So we take it very seriously.

I've been with this company since inception. And I've always been against you people displaying the result and asking people to vote. That's -- why do we do that? It's a federal [indiscernible] standalone like.

I wish we could vote online for them. Yes. So it's just the way that AGM rules and protocol work that, obviously, we get the proxy results in early, but a good AGM practice as you take a poll on the day as well and the numbers feed through.

This is a more technical question. Is there any reason with the technology that I go now, is there any reason why when you have a resolution, you have to, despite the number, because I think with the registry company and your presentation, there's no need for you to know what the results are.

Well, there is another train of thought, sir, that says it's actually good transparency to report what the proxy votes.

Best practice, but it's not -- and I think Mike would agree with me we have the technology where we can enterprise with the registry company and then after people voted, you can display it. Would you agree with me?

Yes, look, it's a multifaceted type of thing. They make the rules, we follow it type of thing. Technologically, it's possible, but a lot of thought goes into the governance practices and we try to follow it to the best availability, it's not for us to really to decide.

[indiscernible] to improve [indiscernible] in the past, we didn't have that technology and you need to create a preparation product presentation, but there's no one any need for it.

Yes, point taken.

Well made. Any further questions? There's no further questions. That ends the formal part of our AGM today. A member of Computershare will now come around and collect your voting card. And I won't declare that the poll is now -- well, when they collected. Hang on. Have you all voted?

[Voting]

I now declare the poll is closed. As I indicated earlier, the results of the meeting will be announced at the ASX company announcements platform and will be available on our website as soon as possible after this meeting. Thank you very much for all joining us today, and we look forward to your continued support in the coming year. I now declare the meeting closed. Thank you.

Good morning, everyone, and thank you for joining us for today's market briefing. Two weeks after we announced our acquisition of Dream Car Giveaways U.K., I'm very pleased to announce the purchase of Dream Giveaway USA, a leading operator in the rapidly growing U.S. prize draw market. By coincidence, the names are similar. However, the companies are unrelated. We've been working on both deals in parallel for the past year, and the Jumbo team has done a fantastic job in delivering both.

Dream Giveaway USA is at scale with an active database of 178,000 and profitable, not as large as Dream Car Giveaways in the U.K., but just as much potential, if not more. The company was started 17 years ago as a magazine and print-based company, giving away rare and expensive cars and has developed a strong reputation and trust in the marketplace. Seven years ago, the company was sold to a PE firm who began their digital journey. It has since accelerated and is poised for growth with their next phase of growth. Jumbo now plans to accelerate this digital journey further in a similar fashion to our U.K. business, but of course, in a much larger U.S. market.

Today, I'll take you through the key highlights of the announcement, why we've entered the U.S. B2C market and the strategic rationale behind the acquisition. I'm joined today by Brad Board, Jumbo's Chief Operating Officer, who will provide an overview of the business. Jatin will step through the transaction details, funding structure and key financial metrics. We also have members of the senior leadership team online to help with any questions during Q&A.

Starting with the transaction highlights. Dream Giveaway is a leading popular prize draw operator in the U.S. market, providing Jumbo with a B2C entry point into the U.S. Established 17 years ago and based near Tampa, Florida, the company has been operating under a long-standing charitable donations model. The B2C business model plays to Jumbo's strength and provides an opportunity for us to add value based on our 25 years of digital B2C experience.

The company has had solid growth and has matched a total customer database of 650,000 with 178,000 active customers in the past 12 months. They are nearing the limits of their current software platform, and so Jumbo is clearly the right owner. We have the software, marketing and operational expertise to accelerate growth and build on their success to date. The enterprise value is $55 million and an adjusted EBITDA of $4.6 million. The multiple of 7.8 is higher than our recent U.K. acquisition, but still represents good value considering the much larger U.S. market. There is no earnout as it is imperative for Jumbo to be involved in the business from day 1. We anticipate it will be EPS accretive in the 12 months post completion. The current management team will remain in place and have signed retention agreements to ensure business continuity and momentum.

This acquisition is all about expansion in the U.S. market. With a population of 5x the U.K. and 13x Australia, we see significant opportunity for growth. There is a well-established regulatory environment based on a charitable donations model. The big difference, however, with the U.K. is that the U.S. is state-based, not federal. We believe there is significant potential to drive growth by targeting a younger, digitally savvy demographic. As you can see from this diagram, the three main markets are Florida, Texas and California. However, the business is active in all U.S. states.

Jumbo is the ideal owner of Dream Giveaway. We have over 25 years of B2C experience growing ozlotteries.com from the ground up to circa $500 million in annual ticket sales. This slide is very similar to the slide I showed you 2 weeks ago for DCG U.K. because the same strategy will be deployed for both businesses, keeping things simple. Three key elements apply just as much to DG USA as they do to ozlotteries.com and also DCG in the U.K.

Value protection. This is the corporate services function. Finance, people and culture, compliance that Dream Giveaway will need as it continues to grow. Value enablement, this is the IP and tooling that our teams use to engage with customers. The Jumbo Lottery Platform has unique marketing technology and data insights, which again is something that Dream Giveaway will need. Value creation, this is a growth engine, the secret sauce that builds momentum in the market. Jumbo provides the infrastructure, experience and guidance that will help Dream Giveaway to focus on growth.

Moving on to the strategic rationale. Jumbo's strategy is to accelerate growth and enhance diversification. By acquiring a profitable and at-scale business, we can fast forward past the time-consuming initial setup and market testing phases and go straight to growth. Around 7 years ago, the initial founders sold the business to a respected PE firm that invested in their digital growth. They matured the business in terms of governance, which again saves us time and allows us to build on a solid foundation and focus on value creation. Jumbo now has a unique opportunity to use our B2C skills in three significant markets to drive growth.

I'll now hand over to Brad for a deeper dive into the Dream Giveaway business, integration and growth.

Thanks, Mike. Dream Giveaway USA opens the door to the U.S. market with long aim to enter. As Mike said, the business began 17 years ago as a mail order venture. After a 2019 private equity buyout, the team digitized the model, growing to 178,000 active customers and $27 million in transaction value last year. Beyond the large market, we were drawn to its solid foundation. It's now ready to scale with Jumbo's technology, marketing and data expertise, strengthened further by our recent U.K. acquisition of DCG. It reminds Mike and I of when we acquired TMS Global 20 years ago, an established offline business with strong products ripe for digital transformation. Ozlotteries.com became the growth vehicle then. We see the same opportunity here with the U.S. market.

Dream Giveaway USA has delivered steady, reliable growth, a 4-year CAGR of 13.6% from 2020 to 2024. The management team has shown strong intent to invest, but limited resources have constrained how far they could go. Over the past year, growth softened as they tested new prize sizes and frequencies, experiments that confirm their belief a new owner could unlock greater potential through modern marketing and customer experience like mobile apps. They've built a disciplined operation with a loyal, slightly older customer base, a valuable segment that differs from typical U.S. prize draw audiences and even from DCGs. With Jumbo's digital expertise, we see an opportunity to build on that loyal foundation and attract new younger audiences, unlocking a larger addressable market and accelerating long-term growth.

Viewed through a Jumbo lens of CAC, RoAS, LTV and AOV, this evolves from a returns-focused mindset to a growth-driven culture aligned with DCG and Oz Lotteries. Like DCG U.K., our integration strategy focuses on protecting value, enabling growth and scaling sustainably. It's a structured transition that balances governance and oversight with the pace of change Dream Giveaway USA needs to accelerate growth. Oz Lotteries and DCG gave us a proven blueprint, digital marketing at scale and a reliable, flexible technology platform that removes constraints and unlocks potential. Beyond the initial corporate services integration, the remainder of FY '26 is about reaching that Jumbo quality growth execution state. That means implementing the Jumbo Lottery Platform, acting quickly, scaling intelligently and aligning the existing team while making tactical investments to execute with precision.

With Dream Giveaway USA joining the group, our combined B2C market opportunity now spans three significant markets with a total population reach of around 450 million people. Each brand in the Jumbo family contributes a unique perspective on value creation. For Dream Giveaway USA, the opportunity lies in leveraging Jumbo's technology and evolving its marketing and product approach, guided by the proven success of Oz Lotteries and DCG U.K.

Take DCG U.K., it runs more than 3,000 draws a year compared to Dream Giveaways' 18. It shows how scale transforms marketing impact and growth and gives the Dream Giveaway USA team a real sense of what's possible as they evolve. As shown in the earlier value creation slide, we've structured Jumbo so our B2C businesses benefit from the scale, efficiency and insight of the wider group. In acquiring Dream Giveaway USA, we're not just adding a business, we're investing in its team and its future growth.

And with that, I'll hand over to Jatin to take you through the numbers.

Thanks, Brad. I'll speak to the numbers in Australian dollars, noting the U.S. dollar equivalents are shown on the slide. As Mike said, Jumbo has completed the acquisition of DG USA for an enterprise value of $55.4 million, comprised entirely of upfront cash. This represents an acquisition multiple of 7.8x adjusted EBITDA based on DG USA's management accounts for the 12 months ending 31 July 2025. The upfront cash consideration is slightly higher at $57.8 million and includes standard completion adjustments for working capital and available cash. The acquisition will be funded by $20.9 million from existing cash reserves and the drawdown of $36.9 million under our debt facility, which will be drawn in USD.

As a recap, under our amended facility, which came into effect for the DCG U.K. acquisition, Jumbo now has a $120 million committed facility. On a pro forma basis, taking into account both acquisitions, the net leverage ratio is around 1x EBITDA. The transaction is expected to deliver low to mid-single-digit EPS accretion in the first 12 months post completion.

Turning to the financials, and this slide summarizes DG USA's performance over the last 3 calendar years as well as the trailing 12 months to 31 July 2025. Revenue and EBITDA have remained relatively stable over the last few years. While active players have continued to grow steadily, this has been offset by reinvestment into marketing and people. These dynamics, along with the timing of giveaways, are expected to drive an underlying FY '26 EBITDA contribution in the range of $4.2 million to $4.6 million for the 8-month period post completion. This excludes an initial strategic investment of $0.6 million to $0.9 million focused on enhanced digital marketing and readiness activities to transition to the Jumbo lottery platform. In addition, one-off transaction costs are expected to be around $1 million, which in line with our usual practice, will be excluded from group underlying EBITDA.

This next slide shows the pro forma group performance, combining our FY '25 reported results with the contribution from both DCG U.K. and DG USA. As you can see, the addition of these businesses significantly enhances the group's revenue and earnings diversification, with these businesses in aggregate contributing approximately 26% of pro forma group EBITDA. These transactions accelerate our international expansion, taking the EBITDA contribution from our international businesses to around 33% of group and increasing the estimated non-TLC EBITDA contribution to around 46% of group.

Turning to the FY '26 outlook. Aside from the expected contribution from DCG U.K. and DG USA, which have been added to the bottom right of this slide in local currency, our operating guidance for the group remains unchanged. This includes the Australia underlying EBITDA margin and the EBITDA growth outlook for our U.K. and Canadian Managed Services operations. On capital management, following the acquisitions and the associated increase in debt, the Board intends to review the current dividend payout ratio of 65% to 85% of statutory NPAT. An update on this will be provided at our AGM on the 11th of November with any changes to the dividend payout ratio range to be effective from 1H '26. The on-market share buyback will continue on a disciplined and opportunistic basis, balancing the share price and alternative uses of capital.

I'll now hand back to Mike.

Thanks, Jatin. As you can see, Dream Giveaway USA is an exciting company with the B2C model that plays to Jumbo's strengths. It has scale and momentum, allowing Jumbo to invest in growth rather than market discovery. Jumbo has spent 25 years learning the ropes and has the knowledge and software tools that Dream Giveaway USA will need to grow to the next level. Jumbo has matured as an organization and as a team in place to manage this growth. We now have two significant at-scale acquisitions in two major markets that materially increase our long-term upside.

So with this, this completes the presentation, and I'll now open up for any questions.

[Operator Instructions] Your first question comes from Lachlan Elliott from Macquarie.

Just thought I'd ask, you spoke to your earnings for Oz Lotteries reseller agreement declining with this acquisition. How should we think about your earnings mix as we move towards 2030 in terms of your reliance on these B2C businesses versus your alliance and reseller agreements? Any color on that would be good.

Lachie, it's Jatin. Look, I mean, Mike has put out this vision before, and we've talked about it of getting to a 50-50 split between TLC earnings and the rest of the business. All I'd say is like these two acquisitions obviously give us a jump on that. I think I quoted we're up to, on our estimates, around 46% of group EBITDA on a pro forma basis. And obviously, the goal is to grow these businesses, which is why we bought that. So we'd see that looking to -- we'll be looking to increase that mix over time.

And just to add to that, Lachlan, the whole thinking behind the 2020 renewal was that at that time, Jumbo was 90%, 95% reliant on TLC. That new agreement gave us the opportunity and the mandate to go out and expand the business beyond TLC while also expanding the TLC business. And we've done that. The TLC business is up. We're now halfway through that, and we're almost at our 50-50 target. So really with the remaining 5 years to go, we've got a good opportunity to go even higher than that. And yes, it just puts us into a great spot at 2030 and allows us to use our ambition to grow into these large markets outside of Australia.

Great. Just maybe a follow-up one more question. If you're talking to the B2C businesses, how do we think about the M&A strategy going forward? Obviously, we've acquired these two businesses now. Should we expect any further acquisitions? What kind of size? What's the kind of time line you're thinking there? Or is this enough for the time being?

Look, it is enough for the time being. We have to focus on integration right now. But it takes a long time to put these deals together. We've been working on both these deals for the past year. So we will continue the effort to look around and see what pops up in the market. We are expecting market consolidation opportunities to arise. So priority number one will be the integration, but we'll also keep our finger on the pulse with what's happening in our markets.

Your next question comes from Rohan Sundram from MST Financial.

Just a couple of quick ones. Firstly, I'm not sure if you've already provided this, but how did the acquisition originate? Did PE run a process? Or is this an unsolicited approach?

How about if I let Michael Driver answer this question? He was leading the team for the acquisition.

Yes, sure. Thanks, Mike. So the PE firm did run a formal sale process. They engaged a mid-tier investment bank who took the business to market. It was a competitive process, and we were successful in winning that process.

Okay. And I appreciate this is -- it's a smaller business than DCG, but you paid a slightly higher multiple. Still seems reasonable, but what gives you confidence and comfort in that slightly higher multiple paid for this business?

Look, a couple of aspects. The main aspect, obviously, is the larger market. We still think it represents good value because we're going into a much larger market. But the way I view the U.S. market, it's still very much in the infancy, even more so than the U.K. and even by Australian standards, is still very much in the infancy. As Brad mentioned, when I first saw the business, I had that feeling of déjà vu like this is exactly what we first saw when we bought TMS Global back in 2005. We saw a business that could really use our skills and that we could really transform, and we did that very successfully, of course. And we get that same sort of sense here with the U.S. business. They've done a pretty good job to date, but they've got a long way to go. We've been there, done that. We know all the challenges that lie ahead for them. And so we definitely see a bit of a diamond in the rough in this business.

Yes. Just to add, it's Brad here. We've sort of been over. We've met the team. We've kicked the tires. And what was really exciting in it is that everything we've got in our tech stack, our capability, everything we've sort of been building towards is things that this business is looking for. It's at the right time. And in terms of sort of looking at room for improvement, even just from the marketing perspective, the digital side of stuff, it's got heaps of space where we believe we can play in terms of -- I'm going back 20 years, but Oz Lotteries, that was a business that was remote. It was down in Melbourne, we were in Brisbane, and often businesses don't know what they don't know.

We had a fresh perspective, looked at sort of the metrics, looked at sort of different digital activities we could do. And there was tactical things that straight from the get-go, we were able to suggest that were accretive and sort of showed the team there that we knew what we're doing, and that sort of set in part a chain of sort of that evolution of things where we gradually sort of had more sort of oversight and involvement and things just set up in due course. So we've got a really good feeling around sort of their readiness. We've had active engagement with the team, with the management. They're aware of what our plans are. So just a high level of conviction with this one.

Your next question comes from James Bales from Morgan Stanley.

Firstly, I'd like to understand a bit about the regulation. Can you help us with some of the basics in terms of how many states are you able to sell in today? And what are the priorities for regulators and the differences in their approach state versus state?

So we are able to sell in all states. It's based on the 501(c)(3) charitable donations model, which has been around for 70 years. And as I mentioned, this business has been following that model for the past 17 years. So we see it as a very stable regulatory environment, which probably won't undergo a lot of change, certainly over the next 3 years. We've taken a lot of advice, really looked at it in a lot of detail. There are alternatives out there, but they're inferior. We see the 501(c)(3) charitable model as the gold standard to follow. Took a bit of effort to get it all set up in all states, which is why a lot of competitors don't follow it.

But Dream Giveaway has gone through that pain and has everything established. It has three law firms that it follows, who help them meet all their compliance issues in every single state. So we have spent a lot of time looking at it. It's also state-based. So if there is a particular state that may change its approach in the coming years, well, you've got 49 other states. So that's another advantage.

I think it's also a value us coming to the party with new ad tech. We've got a platform that is used to and designed to operate across multiple jurisdictions and customize according to the rules. So whereas we've got a competitive market where they've got technology, which is probably pretty rudimentary, I mean one size fits all. We're sort of capable of flexing however we need to and ensuring we're compliant. So that's just out of the box in terms of how we operate, which is another advantage for the team there.

Okay. And that sort of leads into another question I had. The prices appear to be only 20% of TTV. Can you help us understand -- firstly, do you think that's sustainable? What does the regulator think about that sort of ratio for a charitable game? And is that sort of composition of the P&L likely to change in the coming years?

The regulators have no issue with the composition. I think to characterize it, the business is being run ultra conservatively. Certainly, when we've looked at both these businesses side by side, one in the U.S., one in the U.K., we see the U.K. as a very dynamic business that has managed to -- they're doing 3,000 draws a year compared to 18 here in the U.S. So I think there's a lot of room for growth and improvement in how they approach it. Some of their draws can take up to 11 months, which I think is too long. I think that could be shortened. So a lot of areas for improvement.

Yes. I think that DCG is a great example of marketing feeds the price decisions and then the price decisions feed the marketing. And if you get it right, it's a pretty scalable growth loop. And from the Dream Giveaway U.S. perspective, when they've been operating in a relatively constrained environment with impediments on tech and that sort of stuff, it's limited how much they could really do. They've got this amazing situation where they can actually write whatever price percentage they want, but it's more an execution side of stuff, which has gotten in the way.

So our sort of goal from here is to really get a performance-oriented view into things that are happening, have a tech capability that can actually support anything they want to do and essentially guide them along the way of what works to scale up. And as per that B2C family slide that you see there, that's a good guide of sort of just simplistically where we see things where there's room for improvement, and that's where we sort of step things forward in an orderly way.

Okay. And then I guess putting a couple of those pieces together, you've -- when I've sort of been writing down things to look for at release, customer count and audience mix, so skewing younger and draw frequency as all being things that we should expect to change in the coming months. What sort of TTV growth do you think is realistic if you get those elements right?

Look, it's early days. We've got a lot of confidence that we can get some pretty high growth. Like I said, it reminds us a lot of TMS Global Services that we bought in 2005, and we grew that from virtually nothing to TTV of $0.5 billion. So we see a lot of similarities with that. We've only just got it. We need a bit more time, certainly, say, by the half year to get out under the desk and start making some changes to sort of make some valid predictions, but that's how we're thinking about it.

Yes. I think also a recent example in a similar sort of product constructs is DCG. We've got sort of a history of them, which we shared in the IR deck the other week. This is sort of FY '22-ish sort of period when they were really finding their seat -- product-market fit. It's obvious that they've sort of really nailed that mix of prices, marketing. They've got a platform that's enabled them to do just enough. So we're about trying to sort of borrow the best bits as fast as possible and achieve the potential.

Your next question comes from Andy Chuck from [indiscernible].

I jumped on the call a bit late, so this may have been asked already. But just with the two acquisitions in pretty short time between each other, I can see there's probably gearing headroom from here. But how should we think about the possibility of further acquisitions from an operational perspective?

Yes. Look, we've been working on these two deals in parallel for over a year, and they just happen to have be closed within 2 weeks of each other. That's just how things turned out. The focus now is going to be on integration. We've reached our $120 million limit. So we've got no plans to expand on that. We will continue to look at opportunities and keep our finger on the pulse in the markets and see what else comes up in the meantime because there is a long lead time to getting these deals done and go through all the appropriate due diligence and everything. But the focus will be on integration from now on.

Your next question comes from Olive Ridge from Citi.

Congratulations on the acquisition. I was just wondering, looking at Slide 16, there's a difference on the margins -- EBITDA margins between the two businesses you've acquired. I'm just wondering why there is a difference and how to think about margins for both going forward. Does the DCG margin come back towards the DG margin or the other way around? If you could provide some color, that would be great.

Olive, it's Jatin. Look, it's probably still a bit early to give directional views around margin trajectory. What I can say about DG USA is the mix of the P&L is quite different. So as was pointed out earlier, they spend less on prices. Just roughly 20% ticket sales compared to about 70% in DCG U.K. But conversely, they spend a lot more on marketing. So the marketing expenses equivalent to almost 30% of TTV. So we're going to look at those ratios. Brad talked about the integration plan and where we feel we can optimize. We'll have a look at that. But right now, we've given guidance for FY '26, obviously. And let's get our hands on the business. Let's go through a formal business planning framework with the management teams, and then we'll give some better guidance around margin trajectory.

The marketing -- I think there's room for improvement on the efficiencies of marketing. It's still a bit of a mix of digital and print. And as you know, Jumbo is all about digital. So as we get our hands on it and start increasing the digital mix, we think we can improve those efficiencies.

Your next question comes from Sam Bradshaw from Evans & Partners.

Most of my questions have been taken, but I just had a quick look on the website and noted that in some of the photos, it says we pay taxes and some of these taxes are quite high, some of them over $100,000. Are you able to just give us some color on how that all works?

Yes, it's Michael Driver here. So the U.S. is probably an outlier versus most other markets around the world where a prize attracts tax. And so effectively, how the prize mechanic is structured with Dream Giveaway USA is the prize includes the car, so the prize itself as well as a cash amount to go towards the tax that's attached to that prize, so the sales tax that is attached to that prize.

And just while we're on the tax side of things, the 501(c)(3) charitable donations model means that many of the donations to get entries in the draw are tax deductible from the customer's point of view.

[Operator Instructions] Your next question comes from Lachlan Elliott from Macquarie.

Sorry, I thought I'd sneak one more in. You briefly touched on it before, Jatin, about how this acquisition kind of brings your pro forma leverage to 1x. Is this kind of where you're comfortable sitting? Or how should we expect leverage to behave over the next few years?

Yes. Thanks, Lachie. So like I did say in my prepared remarks, we have $120 million facility. We will look to repay some debt as quickly as we can. That's part of our track record when we purchased StarVale, we took out some debt and we look to pay that down. $120 million is probably where we're comfortable taking the balance sheet to. If you look at the businesses, the two businesses we've bought, in aggregate, they're producing $24 million of EBITDA. On an NPAT basis, that's $17 million NPAT. And if you look at the interest cost on that, if you take a 2% margin above benchmark rate, 6.5%, you'll see that's pretty well covered.

So we'll obviously look to pay the interest, but also look to pay down some principal as well. And the other thing I don't want to preempt the Board decision, but we also have flagged the Board is reviewing the current dividend payout ratio. And that's another opportunity where we'll have some flexibility to get the leverage down.

And maybe just to add to that, Jumbo is quite clearly a growth company now. I'd like to see the debt repaid quickly to open up some capacity for more acquisitions down the track. But first, we'll focus on these ones. But we see a lot of opportunity both in the U.S. and the U.K. to make a few more bolt-on acquisitions, perhaps increase the customer database. But yes, growth is the priority at the moment.

There are no further questions at this time, and that does conclude our conference for today. Thank you for participating. You may now disconnect.

Good morning, everyone, and thank you for joining us for today's market briefing. Well, after 3 years since our last acquisition, I'm very pleased to announce the purchase of Dream Car Giveaways, a leading operator in the rapidly growing U.K. prize draw market, and what an acquisition it is.

DCG is at scale, has a rapidly growing customer database and is very profitable. The U.K. prize draw market is a well-established and rapidly expanding market ideal for the digital consumers. This is a significant step forward for Jumbo and is in line with our strategy to build a B2C presence internationally.

Today, I'll take you through the key highlights of the announcement and why we've entered the U.K. B2C market and the strategic rationale behind this acquisition. I'm joined by Tam Watson, who leads our U.K. operations, and he'll provide an overview of the business. Jatin will step through the transaction details, funding structure and key financial metrics. We also have members of the senior leadership team online to help with any questions during Q&A.

Starting with the transaction highlights. Dream Car Giveaway is the leading popular prize draw operator in the U.K. market. Profitable and growing quickly, it is exactly the type of company that Jumbo has been looking for. It has scale with over 645,000 active customers. It has trust and a strong 7-year track record. Ticket sales have grown to over $100 million and produced an adjusted EBITDA of $17 million per annum. But most of all, it has a B2C business model, just like ozlotteries.com, so it plays to our strengths.

It's a perfect opportunity for us at Jumbo to use our software and 25 years of experience in online marketing and operational capabilities to grow this business. Dream Car Giveaways also has compelling economics. It is a profitable business with high growth that we anticipate will deliver double-digit EPS accretion in the first year, and Jatin will provide more details on that a bit later.

The 3 founders have done an excellent job in building this wonderful business and have agreed to stay to the end of the earn-out period ending 31 December 2026. This gives us plenty of time to execute our integration plan and ensure a smooth handover, which Tam will talk to later. I like the emerging prize draw market because it caters to a modern-day customer demographic that is young and digitally savvy. This customer is looking for digital entertainment that we can provide via our many digital innovations.

The business is simple. Customers participate in prize draws predominantly for valuable and difficult to obtain cars as well as lifestyle prizes such as technology right up to property. Price draws are typically 1 to 2 weeks in duration and are supported by compelling digital content and an active social media following. The prize draw market has grown over the past 7 years from nothing to an estimated $2.7 billion in size in the U.K. alone. While still smaller in the overall lottery market, it is very much in the ascendancy.

Jumbo is the ideal owner of Dream Car Giveaways. We have over 25 years of B2C experience, growing ozlotteries.com from the ground up to circa $500 million in annual ticket sales. We've not only shown we can do it ourselves as the operator, but also in partnership with others who use our platform to supercharge their business. If I factor in the ticket sales from our partners and include the recently announced RSL partnership, that's an additional $450 million in ticket sales, bringing the total to around $950 million.

Dream Car Giveaways is currently generating $118 million in ticket sales and is primed to benefit from the experience and size of Jumbo. Our M&A strategy has been one of discipline, not just in financial metrics, but also making sure that Jumbo can add meaningful value to the acquired business. We see 3 key elements to a successful B2C business that apply just as much to DCG as they do to ozlotteries.com.

Firstly, value protection. This is the corporate services function, which include finance, people and culture, compliance, et cetera, that DCG will need as it continues to grow. Secondly, value enablement. This is the IP and tooling that our teams use to engage with customers. The Jumbo Lottery platform has unique marketing technology and data insights, which again is something that DCG will need. And thirdly, value creation. This is the growth engine, the secret sauce that builds momentum in the market. We're really excited about this third element, the value creation.

DCG have demonstrated an ability to successfully scale marketing in a large untapped market, while operating effectively within the regulated environment and providing compelling products that customers love. Jumbo provides the infrastructure, experience and guidance that enable DCG to keep that growth engine running and stay focused on building momentum. Jumbo also has extensive experience in operating in a regulated environment and can assist DCG to navigate the changes that may come as part of the evolving regulatory landscape.

We see this as a competitive advantage, where we can adapt and lead any regulatory change. Jumbo has matured over the last 5 years to be able to work across multiple regions with the right level of governance and efficiency. This gives us a lot of confidence in our plan and the value we can add to DCG as we look to replicate those key aspects of ozlotteries.com that have been key to our success.

Jumbo has built a strong base over the past few years and has been searching for the right business to fit into our strategic vision. Dream Car Giveaways is that business. This base has already turned around our managed services acquisitions, enabled our SaaS partners to grow and supported ozlotteries.com to scale higher. We have conviction that our base will also have a positive effect on Dream Car giveaways.

Together, Jumbo and DCG can tap into a market that's larger and growing faster than our current operations. This combination can materially scale our diversification as we follow our strategy for growth outside Australia. I'll now hand over to Tam Watson for a deeper dive into the DCG business. Over to you, Tam.

Thank you, Mike. DCG story is a great one. It began as a happy accident, a small syndicate made of brothers Mike and Dave Andrews and their best mate Marcus Hickling, realized they'd overstretched themselves buying their dream car, so they rattled it off on Facebook for GBP 35 a ticket.

On the word of mouth and organic growth, they ended the first year with GBP 1 million in revenue, the start of what became a winning formula. Fast forward to today. And 7 years later, they've had over 135,000 winners. They've given away over $300 million in prizes and have run over 3,000 draws in the last year alone.

For example, just a couple of weeks ago, DCG ran a competition for a $1 million house in Shropshire with the BMW on the drive, which was won by a lucky couple from Middlesborough in Northeast England. The customer base now exceeds 645,000 active users and is continuing to grow. What started as a small passion project has become a trusted household name. And it's that kind of momentum built on authenticity, customer engagement and digital reach that makes this a perfect time for Jumbo to be part of DCG's next chapter of growth.

Their timing was also good. They were perfectly positioned to capitalize on the surge in demand for price draws during the pandemic, more than doubling TTV from FY '20 into FY '21. Like many fast-growing digital businesses, the first major challenge came soon after that rapid expansion when the original platform simply couldn't keep up with the scale they had achieved.

After a tech refresh, the team quickly regained momentum, demonstrating the underlying scalability and resilience of the business model, surpassing $100 million in TTV over this past year. DCG has continued to evolve the offering, diversifying beyond cars into property, premium consumer goods like watches and tech, cash prizes and instant win games as well. And it's achieved all of this, while operating responsibly and within the guidelines to the operation of price draws in the U.K.

All of this has helped attract a broader and more diverse customer base, including more women and a younger demographic than we typically see in our managed services lotteries. It's also a distinctly digital audience, which gives us the opportunity to leverage technology, data and our marketing capabilities to deepen engagement, increase personalization and drive growth. And that's why from the outset, our integration strategy is focused on protecting value, enabling growth and scaling sustainably, resulting in a very structured approach to the transition, which balances the needs of [ governance ] and oversight against the agility that DCG needs to continue growing.

In the first 3 months, we'll connect operations to our regional reporting and infrastructure support services, merge cultures and finalize the business plan, ensuring invested capital is secure and momentum continues. Then as we move into the earn-out phase, it becomes disciplined execution, strengthening the team, refining the operating model and preparing leadership succession to ensure continuity and resilience.

In the final phase, post earnout, we deliver the future state model with optimized governance, risk management and continuous improvement, all geared to drive scalable compounding returns. I'll now hand over to Jatin to take you through the financials.

Thanks, Tam. I'll speak to the numbers in Australian dollars, noting the pound equivalents are also shown on the slide. Jumbo has completed the acquisition of Dream Car Giveaways or DCG for an enterprise value of $110 million. This comprises $75 million in upfront cash, $10 million in equity, which will be subject to a 12-month restriction period and up to $24.5 million in a deferred earn-out payment subject to the achievement of certain revenue growth and earnings targets.

This represents an acquisition multiple of 6.5x adjusted EBITDA based on DCG's management accounts for the 12 months ending 30th of April 2025. The upfront cash consideration of $99.5 million reflects a $75 million cash payment plus standard completion adjustments, including settlement of shareholder loans, working capital and available cash. Taking into account the equity and maximum earn-out component, the total consideration is $134 million, with DCG expected to have approximately $22 million in cash post completion.

The acquisition will be funded by a combination of sources, including $18 million from existing cash reserves, the issue of $10 million in equity and an $81.6 million drawdown under our upsized debt facility, which will be drawn in GBP. Under the amended facility, Jumbo now has access to $120 million compared to the previous arrangement, which had a limit of $50 million and a $30 million uncommitted accordion. This upsized facility provides enhanced funding capacity and flexibility to support our growth strategy.

On a pro forma basis, the net leverage ratio is below 1x EBITDA. I will cover the financials on the next slide, but as Mike said, the transaction is expected to deliver double-digit earnings per share accretion in the first 12 months post completion. This slide summarizes DCG's financial performance for the 12 months ended 30th of April '25 as well as the expected contribution to Jumbo's FY '26 results.

DCG delivered around $118 million in TTV, $36.5 million in revenue and $16.9 million in underlying EBITDA, representing a healthy revenue and EBITDA margin of 30.9% and 46.2%, respectively. For FY '26, we expect DCG's underlying EBITDA to be in the range of $14.3 million to $14.9 million, reflecting approximately 8.5 months of contribution. On an annualized basis, this represents around 20% to 25% underlying EBITDA growth on the PCP.

Total one-off costs associated with the acquisition are expected to be around $2 million, which will be recognized in FY '26 and excluded from underlying EBITDA. This slide shows the pro forma group performance, combining our FY '25 reported results with DCG's management accounts. As you can see, the addition of DCG significantly enhances the group's revenue and earnings diversification with DCG contributing approximately 20% of pro forma group EBITDA. This transaction accelerates our international expansion, taking the EBITDA contribution from our international businesses to around 30% of group and increasing the estimated non-TLC EBITDA contribution to just over 40% of group.

Turning to the FY '26 group outlook. Aside from the expected contribution from DCG, which has been added to the slide in local currency and will be reported separately in the group's financials, our operating guidance for the group remains unchanged. This includes the Australia underlying EBITDA margin and the EBITDA growth outlook for our U.K. and Canadian operations.

On capital management, following the acquisition of DCG and the associated increase in debt, the Board intends to review the current dividend payout ratio of 65% to 85% of statutory NPAT. An update on this will be provided at our AGM on the 11th of November with any changes to the dividend payout ratio range to be effective from 1H '26. The on-market share buyback will continue on a disciplined and opportunistic basis, balancing the share price and alternative uses of capital. I'll now hand back to Mike.

Thanks, Jatin. As you can see, Dream Car Giveaways is an exciting company with the B2C model that applies to Jumbo's strengths. It has scale and significant momentum, allowing Jumbo to invest in growth rather than market discovery. Jumbo has spent 25 years learning the routes and has the knowledge and software tools that DCG will need to grow to the next level. Jumbo itself has matured as an organization and has a team in place to manage the growth through the regulatory changes that will come as part of market maturity. This completes our presentation, and I'll now open it up for questions.

[Operator Instructions] Your first question today comes from Rohan Sundram from MST Financial.

Just a couple from me. Firstly, how did the acquisition originate? How long have the 2 parties known each other? And was it in any way a competitive process?

Let me start with that, then I can ask Michael, who is leading the acquisition team to add a bit more color later. But the process has been going on for a bit more than a year. We've gone through a very thorough due diligence. We learned about the business. We looked at them. They looked at us and they chose us as the company that would be best for that company to continue growth. Michael, do you want to add anything to that?

Yes. Thanks, Mike. It was a competitive process. There was an adviser engaged that led an expression of interest campaign. And as Mike touched on, that was approximately 12 months, but the parties were well known to each other prior to that.

That's helpful. And last one for me, just on Slide 21, talking about the regulatory environment. What's the crux of how you expect the landscape to evolve over time?

Well, as with any expanding market, we do expect more regulation to come into place. We've seen that happen in other markets. We've seen that happen here in Australia, and we've managed all of that. There has been a recent voluntary code of practice that has been released that gave us a lot of confidence that the U.K. government is looking at productive ways in which it can help regulate the market and help the economic development of everything. So we do expect some change.

And again, that's why -- that's where Jumbo comes in and help them navigate through all of that. There are about 400 various competitors in the marketplace. Most of them are small. Dream Car Giveaways is in the top 5. We think that any regulatory change will probably clean out a lot of them, and it would sort of favor some of the larger operators like Dream Car Giveaways. But it's all ahead of us, but we're ready for whatever changes may come.

Your next question comes from Oli Ridge from Citi.

Congratulations on the announcement. I was just looking at Slide 11, the active customers, that's obviously ramped up significantly. I was just wondering, if you could give us some more color on the outlook for that and sort of what you're expecting in the next couple of years, please?

Yes. Let me give you an overview, and Brad can add a bit more to that. But we are expecting a lot more growth. Hard to put a number on it at this point in time. We've got to get our feet under the desk and look at the business a lot more, but there is a huge potential. It is a much larger market than we're used to in Australia with a population of near 70 million people as opposed to just under 30 million in Australia.

So we certainly see this as a play to quickly build up a customer database. Obviously, some of the stellar growth that's come in earlier years was a result of it being a start-up. We'd love to be able to increase to 50% per annum, but it's probably not that realistic, but we can certainly see strong growth ahead for the next few years at least. Brad, do you want to add anything to that?

Yes. We're very confident in the continued growth on that. It's an untapped market. As Mike said, the team has a really established playbook in terms of how they do marketing. They've got a brilliant content production in terms of the products that they're offering. And the recent growth has really just demonstrated that, that really resonates with their player base, and there's more to sort of untapped. So as part of just moving towards that future state operating model where we're going to provide more support on that scale aspect, we have high confidence moving forward.

And let me just add also to that, that when we started looking at the business and we saw the tools that they use, they've certainly done very well. But because of Jumbo's maturity, our tools are better. We've tried different techniques and everything, and we think that a lot of our learnings will help them out a lot. So instead of them wasting time experimenting with things that may or may not work, we can give them pretty much the answer straight away to help that growth continue.

Just another one, do you think this sort of business model would work here in Australia?

Well, it kind of already does. There are a number of operators in Australia that follow a similar model. So it's not just a U.K. phenomenon. It exists here in Australia. It exists in North America. It exists in other areas around the world. So yes, it's not just a U.K. phenomenon, and it's already up and running here in Australia.

Your next question comes from Charles Strong from Jarden.

Mike, Jatin and Tam. I was just wondering what has the level of marketing spend been in DCG? And are there plans to accelerate that?

That's going to be up to the DCG team. They are -- like I said, they're still there throughout their earn-out to the end of 2026. It's -- I'll let Jatin talk to the details, but we also have to be careful that the marketing spend is efficient. They've done a great job in bootstrapping the business and getting to where they are without having to overspend too much on marketing, and we think that, that can continue.

Charlie, it's Jatin. Yes, a lot of that active player growth has come from the marketing spend. In FY '25, which are the numbers we've given, the marketing spend was high single digit as a percentage of the TTV, and that was about double what it was the year before. So that's what's driving some of the strong growth.

Your next question comes from Sam Bradshaw from Evans & Partners.

Just wondering if you guys will be continuing to hunt for more M&A opportunities like this one this year?

Yes, absolutely. We have an expanded facility that Jatin mentioned. So we do have capability for more acquisitions, perhaps not as large as this one, but certainly, we are continuing to hunt for more.

Great. And should we expect those to continue to be in the U.K. or you also look more global as well?

Not necessarily in the U.K. We have been looking globally. We already operate in North America. So that's also another market we've been looking at.

[Operator Instructions] Your next question comes from Matt Ryan from Barrenjoey.

Just looking at the active customer growth that you've got on Slide 11 and just hoping, if you can sort of help us to understand the growth over the last couple of years. Obviously, there's a lot more active customers. Just, I guess, how concentrated that was to specific initiatives or specific projects that they took on with maybe new customer cohorts?

Yes. Again, I'll provide an overview and the team can chip in with extra color. But it was very much a case of they grew really quickly through COVID. Their software platform, which was quite rudimentary in the early days, started causing them a few issues. So they bit the bullet and refreshed the software platform. And that certainly had a big impact on them accelerating after that. It kind of reminds me back of around about 2018 when Jumbo went through the same sort of or deal where our software platform just couldn't handle the load that we're putting through it. And the moment we upgraded it, it really shot up after that.

They also started expanding outside of cars, which was the starting point and started to go into other products, most notably homes and property. And that's also helped diversify to a bit more of a female SKU as well, not just car enthusiasts. So I think there will be a combination of a few things that have combined to get that type of growth. Anybody else want to add anything?

I think I could just add that if you go back prior to 3 years ago, it was largely organic marketing, great content creation, investment in performance marketing really started 3 years ago and has been that catalyst for achieving material scale and customer growth. And I think just to echo what Mike said around diversification of price categories, expanding beyond purely cars or into different aspects of cars into lifestyle products, property has definitely broadened that footprint and accelerated the customer growth.

Yes. I think just to add to that, too, that performance marketing on the digital aspect, the team there is predominantly marketing in terms of headcount and they're very much on point working to sort of performance metrics and tapping into things at scale. And that's one of those things that just gets better over time when there is an untapped market. So they've just been executing really well. And I think that's one of those rare things is actually finding teams and people that have that capability. So that's a really exciting thing to be teaming up with them to be able to sort of bring our IP experience, technology that they can just get a run on it without having to sort of learn a lot of harder lessons that come at a cost and time.

Great. And just on the funding, so you still have a lot of cash on the balance sheet after this, just the decision to take on more debt, while you've got that cash sitting there?

Matt, it's Jatin. I think it's just -- we already had an $80 million facility. I know that was split between $50 million and $30 million. We felt the business we're buying is highly cash generative. As Mike said, M&A is still a focus for us, albeit maybe not at the same scale. So I think just from a flexibility and a liquidity perspective, we felt comfortable putting in a $120 million facility. And I'd encourage you to think about that as probably the proxy of where we're comfortable taking the balance sheet.

Okay. That's really helpful. And just the last, I guess, more high-level question is you pivoted in the last 12-odd months from looking at B2B acquisitions towards B2C businesses like this. I guess the rate of growth in this business is phenomenal at the moment. But I'm interested in, I guess, how you've assessed the different risk profiles between, say, this and a B2B business and just what gives you confidence around wanting to take something like this on, which is obviously just a different type of business?

Yes. Look, the B2B businesses that we have are great businesses, but they're very much solid businesses, slower growth, simply because there's somebody else with their hands on the wheel doing all the driving. We're just supplying the tools and services they need to do their job. But it's usually a charity of some sort that is doing the driving.

And we see digital as a key part in all of this, and they don't often take full advantage of what's possible out there, which can get a bit frustrating for us. But anyway, it is what it is. So the decision to now focus on the B2C side and develop something like what we have here in Australia because in Australia, we have the B2C Oz Lotteries, and we have the B2B businesses with RSL and Mater, et cetera.

So the 2 do sit side by side quite well, and they do help each other. But of course, on the B2C side of it, it's our hands that are on the wheel. We're looking at the data insights. We feel that we can grow it a lot more quicker, if we can use all of our digital innovations to really make things happen. So it's good to have both sides of the business as part of Jumbo going forward.

Okay. Just to add. We've had careful reflection in terms of where that capability we've got, gets the best return. So we've put that capability into the B2B business, and there's different aspects of that. In the U.K., in Canada, our value protection aspects in terms of our governance has really helped with those businesses. But actually, in terms of the value enablement, platform data, all that sort of stuff, there's challenges in how much we can actually leverage that just due to the market and the propositions at play and the way that they work. In this approach with the B2C side of things, we've actually got our Australian SaaS business as an example, where we've actually worked with operators that are in a still untapped market where we can see them doing marketing, operations, products, doing many of the same things that those lotteries does.

And they've been able to take that and do like amazing things, and we can really see that correlation between sort of investment advisory and the growth. So from our perspective, we've seen a proposition that isn't served through the B2B markets that we sort of are in now. And we're able to basically get an opportunity to be in the driver's seat. And by sort of investing in the local team, we get that right mix. We're not having to sort of start something up from scratch nor are we trying to stretch I guess, our on-the-ground B2B teams to sort of learn about B2C. We've now got the capability just like in Australia, where it's a B2C first business where B2B complements it. U.K. is now a great example of that, a new era for us.

Your next question comes from James Bales from Morgan Stanley.

Apologies that I've missed a lot of this call. I guess I just wanted to understand a couple of basics. Firstly, what metrics does the earn-out depend on?

Michael, do you want to take that one?

Yes, sure. So the earn-out is a revenue-based earn-out with a profitability mechanic, too. So it is based on a period that will end in December 31, 2026.

So revenue based but with a profitable element, how does that work? So is the profitability measured as EBITDA? And what's the mix of revenue in terms of determining the payout versus the profitability metric?

James, it's Jatin here. Just I'll add a little bit of color. So in previous earnouts, we've obviously just had an NPAT on net profit before tax hurdle. So this time around, what we have introduced is a revenue growth hurdle. I'm not going to say what the number is, with an EBITDA floor that needs to be achieved. So there's a combination of both revenue and profitability in getting the max earnout.

And they're all set for growth, of course.

Yes. Okay. No, that makes a lot of sense. So maybe could you help us understand if this works out, how do you see that reinvestment back into DCG from Jumbo over the next 18 months? That is if this is really working after 3 or 4 months, could we see material OpEx or CapEx in order to accelerate the growth? Or how are you thinking about that equation?

I think, James, it's Jatin again. What I will say is, obviously, we need to get the keys to the business and go through a business planning framework with the founders. What we have given today, though, is that underlying EBITDA growth of 20% to 25% on an annualized basis. And what I'll say is that number, that level of growth is driven by a couple of things: 1, continued momentum in the business; with some of the factors that Michael and Mike spoke about. But it also does include a modest degree of investment. So I think core functions, integration, audit fees, higher insurance, all of those things. So that's the number I'd guide you to in terms of a fully loaded number for FY '26.

Okay. No, that's helpful. And I guess the other sort of signals that I wanted to understand is that if execution does go well, what metric should we be looking at in terms of success in what's already a high-growth business? That is, is it user growth? Is it ARPU? Is it the player mix? How -- what sort of -- what will be sort of front of mind on the dashboard for you guys?

It's very much like what we would typically measure B2C businesses. So it is user growth, it is ARPU, it is CAC. It is a blend of what people are playing in terms of different products. So very much playing into our bread and butter of how we view performance. And part of the integration plan calls for some consistent performance reporting through the group up so that we can actually sort of monitor that and share guidance on what's happening in Oz Lotteries and back and forth, not so much actually having the Australian team drive what's happening over there and vice versa, but just having an awareness of what's best practice and what seem to be performance and sort of making sure that we're actually utilizing that across the board.