Digital Bros S.p.A.
Draft financial statements as of June 30th, 202 6
Digital Bros S.p.A.
Via Tortona, 37 – 20144 Milan, Italy VAT number I T09554160151 Share capital: Euro 6,024,334.80 of which Euro 5,7 40,014.80 subscribed Milan Companies House No. 290680 -V ol. 7394 Chamber of Commerce number 1302132
This report is available in the Investor Relations section of the Company’s website at www.digitalbros.com in the Investor Relations / Financial Documents section
Please consider that this is an Italian to English translation :
the Italian version shall always prevail in case of any discrepancy or inconsistency
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 2
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Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 3 Index Directors’ Report ................................ ................................ ................................ ................................ ................................ ...... 5 1. THE VIDEOGAMES MARKET ................................ ................................ ................................ ................................ ..... 5 2. PERFORMANCE RATIOS ................................ ................................ ................................ ................................ ............. 7 3. SIGNIFICANT EVENTS DURING THE REPORTING PERIOD ................................ ................................ ................. 8 4. PROFIT AND LOSS STATEMENT FOR THE PERIOD ENDED JUNE 30TH, 2026 ................................ .................... 9 5. BALANCE SHEET AS OF JUNE 30TH, 2026 ................................ ................................ ................................ .............. 12 6. FINANCIAL RATIOS ................................ ................................ ................................ ................................ ................... 14
7. INTERCOMPANY AND RELATED PARTY TRANSACTIONS AND ATYPICAL/UNUSUAL TRANSACTIONS 15
8. TREASURY SHARES ................................ ................................ ................................ ................................ .................. 15 9. RESEARCH AND DEVELOPMENT ACTIVITIES ................................ ................................ ................................ .... 15
10. OPERATIONAL RISKS, FINANCIAL RISKS AND FINANCIAL INSTRUMENTS ................................ ........... 16
11. CONTINGENT AQSSETS AND LIABILITIES ................................ ................................ ................................ ..... 22 12. SUBSEQUENT EVENTS ................................ ................................ ................................ ................................ ........ 22 13. BUSINESS OUTLOOK ................................ ................................ ................................ ................................ ........... 22 14. OTHER INFORMATION ................................ ................................ ................................ ................................ ........ 23 Financial statements as of June 30th,2026 ................................ ................................ ................................ ............................. 25 Balance sheet as of June 30th, 2026 ................................ ................................ ................................ ................................ ..... 27 Profit and loss statement for the period ended June 30th, 2026 ................................ ................................ ............................ 28 Comprehensive income statement as of June 30th, 2026 ................................ ................................ ................................ ..... 29 Cash flow statement as of June 30th, 2026 ................................ ................................ ................................ ........................... 30 Statement of changes in equity as of June 30th, 2026 ................................ ................................ ................................ .......... 31 Explanatory Notes ................................ ................................ ................................ ................................ ................................ .. 33 1. CONTENT AND OTHER GENERAL INFORMATION ................................ ................................ .............................. 35 2. ACCOUNTING STANDARDS ................................ ................................ ................................ ................................ .... 38 3. DISCRETIONARY ITEMS AND SIGNIFICANT ESTIMATES ................................ ................................ ................. 52 4. RELATIONS WITH STARBREEZE ................................ ................................ ................................ ............................ 54 5. BALANCE SHEET AS OF JUNE 30TH, 2026 ................................ ................................ ................................ .............. 55 6. PROFIT AND LOSS STATEMENT ................................ ................................ ................................ .............................. 72
7. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (IFRS 7) ................................ ............... 78
8. NON -RECURRING ITEMS ................................ ................................ ................................ ................................ ......... 86 9. CONTINGENT ASSETS AND LIABILITIES ................................ ................................ ................................ .............. 87 10. RELATED PARTY TRANSACTIONS ................................ ................................ ................................ .................... 87 11. ATYPICAL OR UNUSUAL TRANSACTIONS ................................ ................................ ................................ ...... 91 12. OTHER INFORMATION ................................ ................................ ................................ ................................ ........ 91 13. OWNERSHIP STRUCTURE (pursuant to Art. 123 bis T.U.F.) ................................ ................................ ............... 92 14. ASSETS REV ALUATION ................................ ................................ ................................ ................................ ....... 93
15. LOANS GRANTED TO EXECUTIVES AND SUPERVISORY BODIES ................................ ............................. 93
16. AUDIT FEES ................................ ................................ ................................ ................................ ........................... 93 Statement pursuant to Art. 154 - Bis (5) of the T.U.F. ................................ ................................ ................................ .......... 94
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Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 5 DIRECTORS’ REPORT The Company coordinates the activities of Digital Bros Group in its capacity as the Parent Company.
The Company’s activities relating to the distribution in Italy of video games acquired from international publishers and of Yu -Gi-Oh! trading cards are now residual.
All revenues are generated in Italy, as further detailed in the Explanatory Notes to Digital Bros S.p.A.’s Financial Statements.
1. THE VIDEOGAMES MARKET
The video game market is a key segment of the entertainment industry . Cinema, publishing, videogames and toys are interconnected sectors that often share the same characters, brands, distinctive elements and intellectual properties.
During the pandemic, the videogame market recorded significant growth, accompanied by a substantial increase in investment in new productions. This expansion resulted in a higher -than-expected number of new videogames being released onto the market. At the same time, consumers have become increasingly selective, tending to concentrate their playing time on established titles rather than experimenting with new releases. As a result, despite the market continuing to record moderately positive growth rates, publishers have found it particularly challenging to achieve the sales volumes used at the moment of the i nvestment decisions, leading to results below expectations and the need to reassess their videogame portfolios and the marketing strategies .
Since the second half of 2023, the industry has passed through a rationalisation process that is still ongoing, characterised by project cancellations, studio closures and consequent workforce layoffs on a global scale. The market continues to face a degree of uncertainty, also due to the technological developments in artificial intelligence, whose impact on development models, production costs and competitive dynamics cannot yet be fully predicted.
At the reporting date, the video game industry does not appear to be materially affected by recent developments in international markets relating to the introduction of varying and evolving tariffs on international trade.
The video games market value chain is as follows:
Physical distribution of videogames, which was already a mature segment and had been progressively replaced by digital distribution, experienced a further decline following the COVID -19 pandemic and now represents only a marginal share of the market.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 6 Developers Developers create and design video games , usually based on original idea s, a successful brand, a movie, sports simulations etc.. It has become increasingly common for highly successful video games to be adapted into movies, TV series, cartoons, and other media.
Developers may retain ownership of the intellectual property and grant international videogame publishers the related rights for a limited period of time, as contractually agreed. Publishers therefore play an essential role in the value chain, supporting t he development of the videogame as well as its visibility and distribution on an international scale.
In some cases, developers may choose to sell, publish and market their games directly . This approach entails significantly greater financial and operational risks for developers.
Publishers
The publisher is responsible for the launch of the video game, setting the global commercial strategy, overseeing product positioning and bearing all the related risks, but sharing all the opportunities from the game success with the developer. Publishers typically finance the development process and often acquire the game's intellectual property either permanently or for a contracted period, including licensing rights for sequels .
Marketplaces and platforms The key marketplaces that sell console video games are Sony’s PlayStation Store, Microsoft’s Xbox Live and Nintendo’s eShop. Steam is the global leader in the digital distribution of video games for personal computers.
More recently, the US company Epic Games Inc. launched its Epic Games Store for PC.
The digitalization of the market has driven both Microsoft (with Xbox Game Pass) and Sony (with PlayStation Now) to develop digital platforms where players can access an entire library of video games for a period by paying a subscription fee, rather than p urchasing individual titles . Revenue is recognized by publishers and developers when a game is added to the platform, based on a contractual annual fee defined for each product . Additionally, at the back end , the platform pays an incremental fee to the publishers based on user engagement.
Digital distribution has extended the video game ’s lifecycle. Video games’ availability is no longer limited to their launch on the retail channel, but rather they remain available on marketplaces for longer, thus generating a continuous revenue stream, which can be significantly influenced by promotional campaigns. The video game s’ life cycle can also be extended by releas ing additional chapters and content after the official launch of the main game. The additional features (so-called Downloadable Contents or DLC) are available on digital marketplaces for consumers to buy or download for free .
Free to Play video games are distributed exclusively in digital format through specific online marketplaces, including the App Store for iPhone and iPad, the Play Store for Android devices in Western market, and various digital platforms serving Far Eastern markets . Certain Free to Play titles are also available on the Sony PlayStation Store, Microsoft’s Xbox Live for consoles, as well as on Steam and the Epic Games Store for PC.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 7 2. PERFORMANCE RATIOS The Company has consistently reported a number of commonly used performance indicator s over the past fiscal years to facilitate the understanding of the Group’s consolidated financial performance and financial position.
The following ratios are included in the profit and loss statement:
• Gross profit : the difference between net revenue and total cost of sales;
• EBITDA : the difference between gross profit , total operating costs , increased by other income;
• EBIT : the difference between EBITDA and total depreciation, amortization and impairment adjustments.
The indicators used by the Company may differ from those adopted by other companies, as they are not defined by the applicable accounting standards and may therefore not be fully comparable.
No reconciliation between the performance indicators presented in the Directors’ Report and the consolidated financial statements is required, as the Company’s metrics are directly reported in the consolidated financial statements.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 8 3. SIGNIFICANT EVENTS DURING THE REPORTING PERIOD Relations with Starbreeze In the previous years, Digital Bros Group and the Swedish group Starbreeze (“Starbreeze”) have entered various commercial and financial transactions.
In May 2016, the Group reverted to Starbreeze the rights related to the videogame PAYDAY 2 for a consideration of USD 30 million and a potential earn -out payments of up to USD 40 million, corresponding to 33% of the net revenues generated by the future release of the videogame PAYDAY 3.
After several purchases of Starbreeze shares on the market, the Company interest exceeded 20% of the company’s voting rig hts. The Company had continuously reviewed the existence of a significant influence over Starbreeze within the framework of IAS 28 but the moment when it occurred was at the Starbreeze’s Shareholders’ Meeting held on May 15th, 2025 . During that meeting, Digital Bros proposed changes to the size and composition of the Board of Directors , which were approved , resulting in the appointment of the Digital Bros Group CFO , Stefano Salbe , as a Director of Starbreeze AB. From that date, the Group considered to have a significant influence over the Swedish company , as the relevant criteria provided by IAS 28 were met, in particular the representation in the Board of Directors and participation in the company’s policy -making processes, including participation in decisions about dividends and other distributions.
During the fiscal year, the Company wrote off completely the investment in Starbreeze under IAS 28 by an incremental Euro 5.7 million to reflect the Starbreeze consolidated losses pro quota in addition to the previous fiscal year write -off. The actual carrying amount of the investment is zero. As of June 30th, 2026, the fair value of the investment, based on the market price of Starbreeze shares listed on Nasdaq Stockholm, amounted to Euro 2.8 million.
As of June 30th, 2026, the Company holds the same amount of shares as last fiscal year amounting at no. 87 million Starbreeze A shares and no. 223.4 million Starbreeze B shares, representing 19.11% of Starbreeze’s share capital and 37.67% of its voting rights.
Others significant events during the reporting period On April 27th, 2026, the subsidiary 505 Games S.p.A. entered into an agreement with Chinese development studio Chengdu Lingze Technology Co. Ltd. for the acquisition of the intellectual property rights to the videogame Wuchang: Fallen Feathers for a total consideration of Renminbi 32 million (approximately E uro 4 million).
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 9 4. PROFIT AND LOSS STATEMENT FOR THE PERIOD ENDED JUNE 30TH, 202 6 The following table details the Company’s results as of June 30th, 202 6 together with comparative figures as of June 30th, 2025:
Euro thousand June 30, 2026 June 30, 2025 Change 1 Gross revenue 5,347 100.0% 6,971 100.0% (1,624) -23.3% 2 Revenue adjustments 0 0.0% 0 0.0% 0 n.m.
3 Net revenue 5,347 100.0% 6,971 100.0% (1,624) -23.3%
4 Purchase of products for resale (27) -0.5% (29) -0.4% 2 -6.0% 5 Purchase of services for resale 0 0.0% 0 0.0% 0 0.0% 6 Royalties 0 0.0% 0 0.0% 0 0.0% 7 Changes in inventories of finished products (196) -3.7% (757) -10.9% 561 -74.2% 8 Total cost of sales (223) -4.2% (786) -11.3% 563 -71.6%
9 Gross profit (3+8) 5,124 95.8% 6,185 88.7% (1,061) -17.2%
10 Other income 380 7.1% 168 2.4% 212 n.m.
11 Costs for services (1,900) -35.5% (2,771) -39.8% 871 -31.4% 12 Rent and leasing (300) -5.6% (324) -4.6% 24 -7.4% 13 Payroll costs (4,663) -87.2% (4,481) -64.3% (182) 4.1% 14 Other operating costs (435) -8.1% (469) -6.7% 34 -7.2% 15 Total operating costs (7,298) -136.5% (8,045) -115.4% 747 -9.3%
16 Gross operating margin (EBITDA) (9+10+15) (1,794) -33.6% (1,692) -24.3% (102) 6.0%
17 Depreciation and amortization (826) -15.5% (835) -12.0% 9 -1.0% 18 Provisions 0 0.0% 414 5.9% (414) n.m.
19 Asset impairment charge (74) -1.4% (8,313) -119.2% 8,239 -99.1% 20 Impairment reversal 6,973 130.4% 0 0.0% 6,973 n.m.
21 Total depreciation, amortization and impairment adjustments 6,073 113.6% (8,734) -125.3% 14,807 n.m.
22 Operating margin (EBIT) (16+21) 4,279 80.0% (10,426) -149.6% 14,705 n.m.
23 Interest and financial income 13,413 250.9% 13,402 192.2% 11 0.1% 24 Interest and other financial expanses (7,693) -143.9% (2,997) -43.0% (4,696) n.m.
25 Net interest income/(expenses) 5,720 107.0% 10,405 149.3% (4,685) -45.0%
26 Profit/ (loss) before tax (22+25) 9,999 187.0% (21) -0.3% 10,020 n.m.
27 Current tax 216 4.0% 136 1.9% 80 58.9% 28 Deferred tax 58 1.1% 29 0.4% 29 98.1% 29 Total taxes 274 5.1% 165 2.4% 109 66.5%
30 Net profit/loss (26+29) 10,273 192.1% 144 2.1% 10,129 n.m.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 10 Total gross revenues amounted to Euro 5,347 thousand , decreasing by 23.3% from Euro 6,971 thousand in the previous fiscal year. The performance is consistent with the continued reduction in distribution activities over recent years.
Gross revenue is analyzed as follows:
Euro thousand June 30, 2026 June 30, 2025 Change % Revenue from video games for consoles 205 637 (432) -67.8% Revenue from trading cards 40 673 (633) -94.1% Revenue from other products and services 5,102 5,661 (559) -9.9% Total gross revenue 5,347 6,971 (1,624) -23.3% Revenues from other products and services consist of the coordination activities performed by the Company for its subsidiaries , including centralised services relating to finance , management control, human resources management and business development.
Consistent with the previous fiscal year, distribution activities were limited to the sale of existing inventories, as reflected by the almost complete elimination of purchases of products for resale. Inventories decreased by Euro 196 thousand in the fiscal year.
Other revenue increased by Euro 212 thousand reflect ing the insurance reimbursement received for damages to the Trezzano sul Naviglio warehouse.
Operating costs amounted to Euro 7,298 thousand, decreasing by Euro 747 thousand compared to the previous fiscal year , mainly due to lower cost for services of Euro 871 thousand. Payroll costs increased by 4.1% as a result of the recognition of the variable remuneration component, which was not recognized in the previous fiscal year.
The gross operating margin (EBITDA) was negative at Euro 1,794 thousand, compared to Euro 1,692 in the previous fiscal year.
Total depreciation, amortization and impairment adjustments were negative at 6,073 thousand, improving from the Euro 8,734 thousand as of June 30th, 2025. This reflects the partial reversal of the impairment recognised in the previous fiscal year on the financial receivable from the subsidiary Rasplata B.V . of Euro 6,973 thousand, which was collected during the fiscal year.
The operating margin (EBIT) was positive at Euro 4,279 thousand from the negative EBIT of Euro 10,426 thousand as of June 30th, 2025.
The n et financial result was positive at Euro 5,720 thousand, compared with the E uro 10,405 thousand as of June 30th, 2025. Net financial income as of June 30th, 2026 include dividends from the subsidiary Kunos Simulazioni S.r.l. of Euro 12 million, increasing by Euro 2 million compared to the previous fiscal year.
Other financial expenses include Euro 5,682 thousand relating to the write off of the investment in Starbreeze to align to IAS 28 . Until May 15th, 2025, the equity investment in Starbreeze was measured at fair value, with changes in fair value recognised in the other comprehensive income statement.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 11 Profit before tax amounted to Euro 9,999 thousand, compared with a loss before tax of Euro 21 thousand as of June 30th, 2025. The net profit amounted to Euro 10,273 thousand compared to a net profit of Euro 144 thousand in the previous fiscal year.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 12 5. BALANCE SHEET AS OF JUNE 30TH, 202 6 Euro thousand June 30, 2026 June 30, 2025 Change
Non-current assets
1 Property, plant and equipment 3,281 3,653 (372) -10.2% 2 Investment properties 0 0 0 0.0% 3 Intangible assets 147 194 (47) -24.2% 4 Equity investments 16,792 23,854 (7,062) -29.6% 5 Non-current receivables and other assets 641 641 0 0.0% 6 Deferred tax assets 425 4,771 (4,346) -91.1% 7 Non-current financial activities 0 19,046 (19,046) n.m.
Total non -current assets 21,286 52,159 (30,873) -59.2%
Current assets
8 Inventories 996 1,192 (196) -16.5% 9 Trade receivables 283 327 (44) -13.3% 10 Receivables from subsidiaries 66,714 44,763 21,951 49.0% 11 Tax receivables 4,689 5,890 (1,201) -20.4% 12 Other current assets 2,106 1,869 237 12.7% 13 Cash and cash equivalent 1,018 20 998 n.m.
14 Other current financial assets 0 1,041 (1,041) n.m.
Total current assets 75,806 55,102 20,704 37.6%
TOTAL ASSETS 97,092 107,261 (10,169) -9.5%
Capital and reserves 15 Share capital (5,740) (5,706) (34) 0.6% 16 Reserves (6,399) (9,875) 3,476 -35.2% 17 Treasury shares 0 0 0 0.0% 18 Retained earnings (48,392) (38,119) (10,273) 26.9% Total net equity (60,531) (53,700) (6,831) 12.7%
Non-current liabilities
19 Employee benefits (288) (299) 11 -3.6% 20 Non-current provisions (48) (59) 11 -18.8% 21 Other non -current payables and liabilities 0 0 0 0.0% 22 Non-current financial liabilities (333) (934) 601 -64.3% Total non -current liabilities (669) (1,292) 623 -48.3%
Current liabilities
23 Trade payables (1,188) (1,364) 176 -12.9% 24 Payables to subsidiaries (27,392) (42,097) 14,705 -34.9% 25 Taxes payables (124) (132) 8 -5.8% 26 Short term provisions 0 0 0 n.m.
27 Other current liabilities (1,068) (824) (244) 29.7% 28 Current financial liabilities (6,120) (7,852) 1,732 -22.1% Total current liabilities (35,892) (52,269) 16,377 -31.3%
TOTAL LIABILITIES (36,561) (53,561) 17,000 -31.7%
TOTAL NET EQUITY AND
LIABILITIES (97,092) (107,261) 10,169 -9.5%
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 13 Total non -current assets decrease by 30,873 thousand , as a result of lower non-current financial assets by Euro 19,046 thousand , lower equity investments by Euro 7,062 thousand and lower deferred tax assets by Euro 4,346 thousand.
In the previous fiscal year, t otal non -current financial assets a mount to Euro 19,046 thousand and consist ed of the portion of the financial receivable from the subsidiary Rasplata B.V. due beyond twelve months, net of the impairment provision of Euro 9,146 thousand. As of June 30th, 2026, the decrease in total non -current financial assets reflects the agreement for the transfer by Rasplata B.V. to 505 Games S.p.A. of the intellectual property, trademark and technology relating to Crime Boss: Rockay City. The transaction resulted in the offsetting of balances between the two companies through the intercompany current accounts used by Digital Bros for the centralised management of the Group’s financial resources.
Equity investments decrease by Euro 7,062 thousand as a result of:
• a negative alignment of Euro 5,682 thousand of the carrying amount of the investment in Starbreeze after the recognition of the pro -quota losses of the associate’s under IAS 28 as of June 30th, 2026. The fair value of the investment amounted to Euro 2.8 million, based on the market price of Starbreeze shares at
that date;
• a decrease of Euro 1,305 thousand after the sale of the 50% of the Spanish joint venture MSE&DB S.L.
for a nominal consideration of Euro 5 thousand. The disposal was agreed as part of an overall amendment to the contractual arrangements for Blades of Fire, which also provided for a reduction in the applicable
royalty rate;
• a decrease of Euro 125 thousand for the liquidation of the subsidiary Digital Bros Holdings Ltd. and a decrease of Euro 12 thousand for impairment of the equity investment in the subsidiary Digital Bros Game Academy S.r.l.;
• an increase of Euro 62 thousand reflecting the fair value recognition of the investment in Noobz from Poland S.A. (listed on the NewConnect market of the Warsaw Stock Exchange) . The difference between the carrying amount and the market value as of June 30th, 2026 of the no.70,000 shares held in the Polish company ( representing 4.5% of its share capital) was recognised in the net equity reserve , as the equity investment is classified as a financial asset measured at fair value through other comprehensive income.
Total current assets increase by Euro 20,704 thousand compared to the previous fiscal year , mostly due to higher receivables from subsidiaries by Euro 21,951 thousand .
Total current liabilities decrease by Euro 16,377 thousand com pared to June 30th, 2025, primarily due to lower payables to subsidiaries by Euro 14,705 thousand .
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 14 Details on the net financial position as of June 30th, 202 6 compared to the previous fiscal year are outlined below:
Euro thousand June 30th, 202 6 June 30th, 2025 Change 10 Receivables from subsidiaries 66,714 44,763 21,951 13 Cash and cash equivalents 1,018 20 998 14 Other current financial assets 0 1,041 (1,041) 24 Payables to subsidiaries (27,392) (42,097) 14,705 28 Current financial liabilities (6,120) (7,852) 1,732 Current net financial position 34,220 (4,125) 38,345
7 Non-current financial assets 0 19,046 (19,046) 22 Non-current financial liabilities (333) (934) 601 Non-current financial liabilities (333) 18,112 (18,445)
Total net financial position 33,887 13,987 19,900 The net financial position calculated in accordance with the “Guidelines on disclosure requirements under the Prospectus Regulation” issued by the European Securities and Markets Authority (ESMA) on March 4, 2021 is provided in the explanatory notes .
The net financial position was positive at Euro 33,887 thousand , increasing by Euro 19,900 thousand compared to Euro 13,987 thousand as of June 30th, 2025. The net financial position, excluding the impact of IFRS 16, was positive at Euro 34,796 thousand compared to Euro 15,490 thousand as of June 30th, 2025.
6. FINANCIAL RATIOS
The table s below detail some key performance indicators , to facilitate the reading of the Company’s economic and
financial data:
Profitability ratios June 30th, 2026 June 30th, 2025 ROE (Net profit / Net equity) 17.0% 0.3% ROI (Operating margin / Total assets) 4.4% -9.7% ROS (Operating margin / Gross profit) 80.0% -149.6%
Structure ratios June 30th, 2026 June 30th, 2025 Net working capital ratio (Current assets / Total assets) 78.1% 51.4% Current ratio (Current assets / Current liabilities) 211.2% 105.4% Quick ratio (Cash and cash equivalents and Other current assets / Current liabilities) 208.4% 103.1% All financial ratios s ignificantly improved during the fiscal year.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 15 7. INTERCOMPANY AND RELATED PARTY T RANSACTIONS AND ATYPICAL/UNUSUAL
TRANSACTIONS
All intercompany and related -party transactions involving Digital Bros S.p.A. were carried out on an arm’s length basis.
Digital Bros S.p.A. charges 505 Games S.p.A. for costs incurred directly on its behalf, as well as for its share of indirect costs relating to coordination activities and services provided by the Parent Company, including videogame acquisitions, financial and legal services, logistics, human resources and IT support.
Digital Bros S.p.A. charges Digital Bros Game Academy S.r.l. for administrative, financial, legal and IT services provided on its behalf, as well as for the rental costs of its operating premises in Via Labus, Milan.
Digital Bros S.p.A. also charges Avantgarden S.r.l. for the rental costs of its offices in Via Tortona, Milan.
Digital Bros S.p.A. granted a loan to Rasplata B.V ., with interest accrued and charged quarterly until December 31st, 2025. Following a revision of the contractual arrangements with Group subsidiaries, Rasplata B.V .
subsequently settled the loan through a partial repayment, as described above.
Other minor transactions mainly relate to financial, legal and general services provided by Digital Bros S.p.A. to Group subsidiaries. The Parent Company also centrally manages the Group’s liquidity through intercompany current accounts, which are used to manage and transfer both debit and credit balances among Group companies, including through the transfer of receivables. No interest is charged on these balances.
Italian Group companies transfer their tax receivables and tax payables to the Parent Company in accordance with the Italian national tax consolidation regime.
Transactions with other related parties Related party transactions referred t o the property leased by Matov Imm. S.r.l. to Digital Bros S.p.A .. Matov Imm.
S.r.l. is owned by Abramo and Raffaele Galante.
Atypical transactions
During the reporting period, there were no atypical or unusual transactions, as defined by the Consob Communication DEM 6064293 of July 28th, 2006, as in the prior fiscal year .
8. TREASURY SHARES
As of June 30th, 2026, Digital Bros S.p.A. did not hold any treasury shares and did not carry out any transactions concerning treasury shares during the reporting period, pursuant to Art. 2428(2)(3) of the Italian Civil Code.
9. RESEARCH AND DEVELOPMENT ACTIVITIES
The Company did not engage in any research and development activity during the fiscal year .
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 16 10. OPERATIONAL RISKS, FINANCIAL RISKS AND FINANCIAL INSTRUMENTS The Company implements a risk identification process involving the Board of Directors and first -level managers, facilitated through periodic coordination meetings held throughout the fiscal year. This process results in a risk matrix that is drafted and regularly upd ated by the Executive Director responsible for internal control and risk management system, who also takes part in the coordination meetings. For each identified risk, the risk matrix provides a description, a gross risk rating score based on a probability /impact matrix, the mitigating factors and/or internal processes implemented by the Company to reduce and monitor such risk and the resulting net risk rating.
The Executive Director in charge of the internal control and risk management system submits the risk matrix to the Control and Risk Committee for review and to the Board of Directors for approval .
The risk matrix also assesses the potential impact on the Company’s operations and financial reporting in the event that the mitigation objectives are not met.
The CEOs and the Executive Director in charge of the internal control system assess the accuracy and completeness of the risk matrix and the net risk ratings assigned to each identified risk. The Board of Statutory Auditors oversees this process and the Bo ard of Directors is responsible for approving the risk matrix.
The identified risks fall into two different categories: operational and financial risks. Outlined below are the risks that directly affect the Company, as well as those that impact other subsidiaries and, indirectly, Digital Bros S.p.A., given that almost all of the Group companies are fully owned
Operational risks
The most significant operational risks for the Company and its subsidiaries relate to the:
• competition, market positioning and concentration of the product portfolio;
• execution of the development project;
• ability to deliver products that meet evolving technology and quality standards;
• publisher disintermediation and limited control over intellectual property;
• reliance on established third -party brands;
• dependence on key personnel.
Competition, market positioning and product portfolio concentration The videogame market, in line with the broader the entertainment industry, is exposed to shifts in consumer preferences and demand.
The growth following the pandemic encouraged significant investment in new productions, resulting in a strong increase in the number of videogames competing for consumer attention and time. At the same time, players have become increasingly selective about new intellectual properties and tend to spend more time on established titles.
The Group’s products also com pete with other forms of digital entertainment. Because of this , securing adequate visibility and positioning on digital platforms has become increasingly challenging and may require greater investment in product launches and marketing.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 17 Failure to anticipate changing consumer preferences, position products effectively or build and retain a sufficiently large player base could result in lower sales than expected , adversely affecting revenues and margins.
This risk is heightened by the concentration of a significant portion of the Group’s revenues and profitability in a relatively limited number of franchises and intellectual properties. A decline in consumer interest or weaker -than-
expected performance from one or more key titles could therefore have a significant impact on the Group’s financial performance and financial position.
The Group mitigates these risks through detailed analysis of individual markets, target audiences and product sales trends, supported where appropriate by market research and product assessments carried out by specialised third parties. The shift towards d igital distribution has also extended product lifecycles, allowing the Group to continue generating revenue from its back catalogue and reducing its reliance on new releases.
As part of its short - and medium/long -term planning process, the Group regularly reviews individual development projects and, where possible, adjusts future investment commitments in response to changes in platform dynamics and the commercial outlook for e ach title.
Execution of development projects The Group develops videogames both through its own studios and in partnership with external developers, which are contractually committed to agreed delivery schedules. The complexity of videogame production and the multi -
year development cycle of certain projects nevertheless expose t he Group to the risk of delays.
Development may also depend on third -party technologies, tools and services, including game engines and middleware. Changes in suppliers’ commercial or operating terms, or the withdrawal of support for key technologies, could increase costs, create ineffic iencies or delay development.
Technological change, including the growing use of artificial intelligence in videogame development, may also significantly reshape production methods, timelines and costs. If the Group or its external development partners will be unable to adopt and integrate these technologies effectively and in a timely manner, they could face higher costs, operational inefficiencies or a competitive disadvantage.
Delays in completing a videogame may increase development costs and postpone its release. Where a title is linked to a specific event or subject to contractual commitments with licensors or other third parties, delays may also result in missed commercial opportunities or contractual cons equences. Development or release delays could therefore cause actual financial performance to differ from the assumptions underlying the original investment decision.
The Group’s exposure to event -driven products is limited. Its publishing strategy is also increasingly focused on titles developed by Group -owned studios, giving it greater control over the production process, and on sequels to successful videogames, where previous experience provides greater visibility over development schedules and expected commercial performance.
For significant projects, the Group’s contract approval process includes a detailed review by the Board of Directors of the development studio’s track record, supported by due diligence on its technical and organisational capabilities. Once development beg ins, dedicated internal brand managers and producers continuously monitor progress under the Group’s project management procedures.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 18 Ability to deliver products that meet evolving technology and quality standards The videogame industry is characterised by rapid technological change, evolving ways of consuming content and increasingly demanding quality standards. The Group therefore faces the risk that its products may fail to keep pace with technological developments or meet consumer expectations at lau nch. Changes in technology or market standards during development may also require additional work, increasing costs or delaying release. Ultimately, products that do not meet market expectations may underperform commercially, adversely affecting the Group’s revenues and margins.
The growing adoption of artificial intelligence by competing developers and publishers may further reshape the industry’s competitive dynamics. If the Group adopts AI -based tools more slowly than its competitors, its development processes could become comp aratively less efficient and its products could be perceived as less innovative or technologically dated. A lower degree of AI -enabled automation could also result in comparatively higher production costs.
The use of AI in videogame development currently faces a degree of social resistance in Western markets.
Consumer attitudes may, however, evolve rapidly, including as AI becomes more widely accepted in other markets.
If acceptance increases, the Group woul d need to be adequately prepared to capture the potential efficiency and innovation benefits offered by these technologies.
In recent fiscal years, the Group has reduced the number of development projects in its pipeline and placed greater emphasis on sequels to successful titles, particularly Group -owned intellectual properties. This provides greater control over development a nd supports longer -term value creation. The Group’s development studios also have the technical expertise needed to assess emerging technologies and their potential application to individual projects, complemented by management’s extensive industry experie nce.
The Group’s project management procedures provide for quarterly reviews of forecasts and allow corrective action to be taken where necessary. For its most significant projects, the Group also carries out product and competitive analyses during development, with support from specialised third parties where appropriate, to assess whether each title remains appropriately positioned against prevailing market standards.
Publisher disintermediation and limited control over intellectual property The continued shift towards digital distribution has shortened the videogame value chain and lowered barriers to publishing and distribution. Further disintermediation could weaken the role of traditional publishers, particularly where they neither own the underlying intellectual property nor have long -term contractual control over the related rights.
Artificial intelligence may accelerate this trend by lowering barriers to videogame development and enabling smaller teams to produce games more quickly and with lower budgets. Combined with digital distribution and broader adoption of AI -based tools and p latforms, this could further reduce publishers’ bargaining power within the value chain.
The Group seeks to mitigate this exposure by acquiring majority and minority interests in development studios, increasing its control over intellectual properties. It also gives preference to development agreements under which it acquires ownership of the relevant IP or secures long -term control over the associated rights. Its approval process
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 19 for licensing and development agreements includes an assessment of the underlying intellectual property rights and of the commercial and contractual terms required to publish and exploit them successfully.
Reliance on established third -party brands The use of established brands from sports, entertainment, toys and other areas is common across the entertainment industry, including videogames. A recognised brand can support the launch of a videogame by providing an existing level of consumer awareness and access to an established community, thereby reducing the marketing investment otherwise required to build awareness from scratch.
Licensing agreements for these brands are generally entered into before development begins, exposing the Group to changes in the brand’s commercial appeal between signing and release. Where a brand has not yet been established, the Group is also exposed to the risk that it may ultimately prove less successful than expected.
Third -party intellectual properties also need to be developed and marketed in a way that is consistent with the brand and the expectations of its existing community. Poor positioning or ineffective community management could trigger a negative response and limit the benefits associated with the brand. Similarly, a deterioration in the brand’s reputation or appeal, or weaker -than-expected performance, could reduce sales and product margins.
The Group mitigates this risk through management’s extensive industry experience and, where technically and contractually feasible, by retaining the ability to release a videogame without the originally intended brand or under a different intellectual prop erty. The Group also has limited overall reliance on third -party brands and IP.
Quarterly project reviews allow corrective action to be taken where necessary, while the approval process for licensing and development agreements includes an assessment of the IP’s commercial potential and expected financial returns before an investment is committed.
Dependence on key personnel The Group’s performance depends in part on a number of key individuals whose experience and expertise are important to the management and development of the business. These include senior executives such as the Chairman, CEOs and CFO. The departure of one or more key individuals without an appropriate and tim ely replacement could disrupt decision -making and weaken the Group’s ability to identify, assess and manage risks, with potential adverse effects on its financial performance and financial position.
This risk is partly mitigated by the fact that the two CEOs are also significant shareholders of the Group. The Nomination Committee is also in the process of preparing a succession plan for the Executive Directors.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 20 Management of financial risks The main financial instruments used by the Group are:
• bank overdrafts;
• demand and short -term bank deposits;
• import financing facilities;
• export financing facilities;
• commercial credit lines (factoring of trade receivables and advances on notes);
• finance leases;
• medium -term financing for product development.
These instruments are primarily used to fund the Company’s and its subsidiaries’ operating activities.
Credit facilities granted to the Company and utilized as of June 30th, 2026 are as follows:
Euro thousands Total amount Disposed Available Bank overdrafts 1,050 29 1,021 Short term financing 6,000 5,508 492 Advances on invoices and cash orders subject to collection 1,000 0 1,000 Total 8,050 5,537 2,513 Credit facilities as of June 30th, 202 5 were as follows:
Euro thousands Total amount Disposed Available Bank overdrafts 1,200 902 298 Short term financing 6,500 6,358 142 Advances on invoices and cash orders subject to collection 1,000 0 1,000 Total 8,700 7,260 1,440 The Parent Company Digital Bros S.p.A. and 505 Games S.p.A. centrally manage the Group’s financial risks on behalf of the other subsidiaries. This centralised management does not extend to other financial instruments not listed above, including trade receivables and payables arising from operating activities, for which the related financial risks remain with the individual subsidiaries.
The Group maintain s a balance between short -term and medium/long -term financial instruments , in line with the expected results . Long -term investments are usually financed through medium/long -term credit lines , including leases, which are often investment specific .
Given the above, medium - and long -term financial payables have a well -distributed range of maturities.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 21 The main financial risks to which the Company and its subsidiaries are exposed are:
• foreign exchange risk;
• interest rate risk;
• funding and liquidity risk;
• customer concentration and credit risk.
Foreign Exchange Risk The Group’s exposure to the US dollar from sales denominated in that currency is partly offset by the fact that a significant number of its videogame development agreements are also denominated in US dollars. An adverse movement in the Euro/US dollar excha nge rate would increase development costs and royalties payable after release but would also increase the Euro value of US dollar -denominated revenues. The opposite would apply in the event of a favourable exchange rate movement.
The Group is also exposed to fluctuations in the Chinese Renminbi following the launch of Wuchang: Fallen Feathers. The title’s strong performance in China has increased the Group’s exposure to the currency and, as a result, movements in the Euro/Renminbi exchange rate may affect the Euro value of revenues generated in Renminbi.
When preparing its short - and medium/long -term forecasts, the Group takes into account the currencies in which its companies operate and uses forward exchange rates derived from independent analysts’ reports.
Foreign exchange risk is partly mitigated by the fact that payments in foreign currencies are often made in advance.
This gives the Group visibility over the actual cost of videogame production at an early stage and allows exchange rate movements to be fac tored into pricing decisions. Selling prices may also be adjusted where appropriate to offset adverse currency movements.
Interest Rate Risk The Group is exposed to increases in interest rates on its short -term borrowings, as higher financing costs cannot be immediately passed on through selling prices.
The Group mitigates this exposure by limiting its reliance on financial debt and maintaining an investment policy aligned with its cash -generating capacity. It can also draw on financing with different maturities and pricing structures depending on market conditions and its funding needs. The Group’s short - and medium/long -term planning process provides forward visibility over expected cash requirements.
Liquidity Risk
Videogame development requires significant upfront investment, while the related cash inflows are often generated only after a development cycle lasting several years. This timing mismatch may require the Group to use external financing to fund its develop ment pipeline and meet its other financial commitments.
The Group’s ability to raise financing depends on credit market conditions, the terms offered by financial institutions and its own financial performance and financial position. A deterioration in market conditions or in the
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 22 Group’s credit profile could make new financing, or the renewal of existing facilities, more difficult or expensive to obtain. If sufficient funding were not available when required, the Group could be constrained in its ability to fund planned investments or meet its financial commitments, potentially affecting the execution of its business plans and its financial performance.
Liquidity is managed centrally by the Group’s treasury function, which monitors cash flows, funding needs and available liquidity to ensure that adequate financial resources are available when required. The Group has also reduced its reliance on external f inancing through cash generated from operations. The improvement in the Group’s financial position and strong EBITDA have contributed to an improvement in its credit rating and a corresponding reduction in borrowing costs. The short - and medium/long -term p lanning process also provides forward visibility over the Group’s funding needs.
Based on its short - and medium/long -term forecasts, the Group expects its available financial resources, together with cash flows generated from operating activities, to be sufficient to fund planned investments and working capital requirements and to meet its financial obligations as they fall due. The planning process also enables the Group to identify any additional funding requirements in advance.
11. CONTINGENT AQSSETS AND LIABILITIES
As of June 30th, 2026 there were no contingent assets or liabilitie s, consistent with the previous fiscal year.
12. SUBSEQUENT EVENTS
The following significant events occurred after the end of the reporting period:
• On July 20th, 2026, the Board of Directors approved the proposal for a new medium/long -term incentive scheme, the “Phantom Share Plan 2026 -2032”, for Executive Directors and selected employees and collaborators with key roles in the pursuing of the Group’s objectives. The Phantom Share Plan 2026 -
2032 will be submitted for approval to the Shareholders’ Meeting to b e held on October 27th, 2026.
• On July 29th, 2026, the subsidiary 505 Games S.p.A. entered into an agreement for the development and publishing of the sequel to Wuchang: Fallen Feathers with the Chinese development studio Chengdu Recursive Dolphin Technology Co. Ltd., founded by the creative director of the original game. The initial investment is expected to amount to Euro 21.5 million.
13. BUSINESS OUTLOOK
The Company expects a further reduction in its distribution activities in the next fiscal year.
As revenues from commercial activities are expected to remain limited, the Company will continue to focus primarily on coordinating and providing services to Group subsidiaries under arrangements substantially unchanged from the current fiscal year.
The dividends received are expected to remain broadly in line with the current levels, but no revaluations or impairment losses are expected in the next fiscal year. As a result, both revenues and net result are expected to slightly decrease as of June 30th, 2027 .
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 23 14. OTHER INFORMATION
EMPLOYEES
As of June 30th, 2026, the Company’s workforce decreased by four employees compared to June 30th, 2025. The breakdown by category is as follows:
Category June 30th, 2026 June 30th, 2025 Change Managers 6 6 0 Office workers 22 25 (3) Blue -collar workers and apprentices 3 4 (1) Total employees 31 35 (4) The average number of employees for the fiscal year is calculated based on the number of employees at the end of each month. The table below provides a breakdown by category, together with comparative figures for the previous
fiscal year:
Category Average no. in 2026 Average no. in 2025 Change Managers 6 6 0 Office workers 25 25 0 Blue -collar workers and apprentices 3 4 (1) Total employees 34 35 (1) The Company’s e mployees are contracted under the current Confcommercio national collective employment agreement for the commercial . distribution and services sector.
ENVIRONMENTAL ISSUE S
The videogame industry has a limited environmental impact due to the predominantly digital nature of its activities.
Most products are distributed through digital marketplaces and the Company has progressively reduced sales through physical retail channels. Nevertheless, the Company continues to assess measures aimed at further reducing the environmental impact of its operations.
Where possible, obsolete equipment is replaced and its components are appropriately recycled. Documents are primarily stored digitally, with printing limited to legal requirements or specific operational needs. Consumables, including printer toners, are re turned to suppliers for appropriate recycling. The Company also encourages the use of digital communication tools, including videoconferencing, as an alternative to business travel, helping to reduce both its environmental impact and travel costs.
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 24
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Draft Financ ial statements as of June 30th,2026
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Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 27 Balance sheet as of June 30th, 2026 Euro thousand June 30th, 2026 June 30th, 2025
Non-current assets
1 Property, plant and equipment 3,281 3,653 2 Investment properties 0 0 3 Intangible assets 147 194 4 Equity investments 16,792 23,854 5 Non-current receivables and other assets 641 641 6 Deferred tax assets 425 4,771 7 Non-current financial activities 0 19,046 Total non -current assets 21,286 52,159
Current assets
8 Inventories 996 1,192 9 Trade receivables 283 327 10 Receivables from subsidiaries 66,714 44,763 11 Tax receivables 4,689 5,890 12 Other current assets 2,106 1,869 13 Cash and cash equivalent 1,018 20 14 Other current financial assets 0 1,041 Total current assets 75,806 55,102
TOTAL ASSETS 97,092 107,261
Capital and reserves 15 Share capital (5,740) (5,706) 16 Reserves (6,399) (9,875) 17 Treasury shares 0 0 18 Retained earnings (48,392) (38,119) Total net equity (60,531) (53,700)
Non-current liabilities
19 Employee benefits (288) (299) 20 Non-current provisions (48) (59) 21 Other non -current payables and liabilities 0 0 22 Non-current financial liabilities (333) (934) Total non -current liabilities (669) (1,292)
Current liabilities
23 Trade payables (1,188) (1,364) 24 Payables to subsidiaries (27,392) (42,097) 25 Taxes payables (124) (132) 26 Short term provisions 0 0 27 Other current liabilities (1,068) (824) 28 Current financial liabilities (6,120) (7,852) Total current liabilities (35,892) (52,269)
TOTAL LIABILITIES (36,561) (53,561)
TOTAL NET EQUITY AND LIABILITIES (97,092) (107,261)
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 28 Profit and loss statement for the period ended June 30th, 2026 Euro thousand June 30th, 2026 June 30th, 2025 1 Gross revenue 5,347 6,971 2 Revenue adjustments 0 0 3 Net revenue 5,347 6,971
4 Purchase of products for resale (27) (29) 5 Purchase of services for resale 0 0 6 Royalties 0 0 7 Changes in inventories of finished products (196) (757) 8 Total cost of sales (223) (786)
9 Gross profit (3+8) 5,124 6,185
10 Other income 380 168
11 Costs for services (1,900) (2,771) 12 Rent and leasing (300) (324) 13 Payroll costs (4,663) (4,481) 14 Other operating costs (435) (469) 15 Total operating costs (7,298) (8,045)
16 Gross operating margin (EBITDA) (9+10+15) (1,794) (1,692)
17 Depreciation and amortization (826) (835) 18 Provisions 0 414 19 Asset impairment charge (74) (8,313) 20 Impairment reversal 6,973 0 21 Total depreciation, amortization and impairment adjustments 6,073 (8,734)
22 Operating margin (EBIT) (16+21) 4,279 (10,426)
23 Interest and financial income 13,413 13,402 24 Interest and other financial expanses (7,693) (2,997) 25 Net interest income/(expenses) 5,720 10,405
26 Profit/ (loss) before tax (22+25) 9,999 (21)
27 Current tax 216 136 28 Deferred tax 58 29 29 Total taxes 274 165
30 Net profit/loss (26+29) 10,273 144
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 29 Comprehensive income statement as of June 30th, 2026 Euro thousand June 30th, 2026 June 30th, 2025 Profit ( loss) for the period (A) 10,273 144 Actuarial gain (loss) 8 8 Income tax relating to actuarial gain (loss) (2) (2) Changes in the fair value 62 (2,199) Tax effect regarding fair value measurement of financial assets (4,403) 528 Items that will not be subsequently reclassified to profit or loss (B) (4,335) (1,665) Total comprehensive income (loss) (A)+( B) 5,938 (1,521) Changes in fair value reflected the changes in third party equity investments that were classified in the consolidated comprehensive income statement and not in the consolidated profit and loss statement
Digital Bros S.p.A. – Draft Financial statements as of June 30th, 202 6 30 Cash flow statement as of June 30th, 2026 Euro thousand June 30th, 2026 June 30th, 2025 A. Opening net cash/debt 20 709
B. Cash flows from operating activities Profit (loss) for the period 10,273 144 Depreciation, amortization and non -monetary costs:
Provisions and impairment losses 74 8,313 Amortization of intangible assets 84 91 Depreciation of property, plant and equipment 742 744 Net finance income/expense (5,720) (10,405) Current income taxes (216) (136) Deferred tax assets (58) (29) Net change in other provisions (11) (436) Net change in employee benefit provisions (19) 12 Other non -monetary changes (117) (54) Total cash flows from operating activities (B) 5,032 (1,756) C. Change in net working capital Inventories 196 757 Trade receivables 2 122 Receivables from subsidiaries (1,286) (8,112) Tax receivables 1,201 (4,266) Other current assets (237) 110 Trade payables (176) 36 Payables to subsidiaries (2,600) 12,975 Tax payables 208 136 Other current liabilities 244 89 Other non -current liabilities 0 0 Non-current receivables and other assets 0 0 Income taxes paid 0 0 Interest paid (413) (489) Total c hange in net working capital (C) (2,861) 1,358 D. Cash flows from investing activities Net payments for intangible assets (37) (92) Net payments for property, plant and equipment (370) (61) Net payments for non -current financial assets 5 (260) Changes in financial assets 0 (1,174) Total c ash flows from investing activities (D) (402) (1,587) E. Cash flows from financing activities Capital increases 34 0 Increase (decrease) in other components of equity 858 0 Changes in financial liabilities (2,333) 868 Exchange rate changes 670 428 Total ca sh flows from financing activities (E) (771) 1,296 F. Changes in consolidated equity Dividends paid 0 0 Changes in treasury shares held 0 0 Total changes in consolidated equity ( F) 0 0 G. Cash flow for the period (B+C+D+E+F) 998 (688)
H. Closing net cash/debt (A+G) 1,018 20
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 31 Statement of changes in equity as of June 30th, 2026 Euro thousand Share
capital
(A) Share
premium
reserve Legal
reserve IAS
transition
reserve Currency
translation
reserve Other
reserves Total
reserves
(B) Treasury
shares
(C) Retained
earnings Profit
(loss) for
the year Total
retained
earnings
(D) Equity of
Parent
Company
shareholders
(A+B+C+D)
Total on July 1st, 202 4 5,706 18,528 1,141 (142) (61) (8,396) 11,070 0 33,895 4,080 37,975 54,751 Allocation of previous year result 0 4,080 (4,080) 0 0 Other changes 470 470 0 470 Comprehensive income (loss) 6 (1,671 ) (1,665 ) 144 144 (1,521)
Total on June 30th, 2025 5,706 18,528 1,141 (142) (55) (9,597) 9,875 0 37,975 144 38,119 53,700
Total on July 1st, 2025 Share capital increase 34 859 859 0 893 Allocation of previous year result 0 144 (144) 0 0 Other changes 0 0 Comprehensive income (loss) 6 (4,341 ) (4,335 ) 10,273 10,273 5,938
Total on June 30th, 2026 5,740 19,387 1,141 (142) (49) (13,938) 6,399 0 38,119 10,273 48,392 60,531 A) not available;
B) available - can be used to cover losses. Only the share premium reserve is distributable if the legal reserve has reached the limit estab lished by Art. 2430 (one fifth of the share capital);
D) available - can be used to cover losses, for capital increases and for the distribution of dividends .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 32
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Draft Financial statements as of J une 30th 2026
Explanatory Notes
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Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 35 1. CONTENT AND OTHER GENERAL I NFORMATION The main activities performed by Digital Bros S.p.A. and its subsidiaries are detailed in the Directors’ Report.
Accounting standards
The Company’s financial statements as of June 30th, 202 6 have been prepared in accordance with International Accounting Standards (IAS/IFRS) and the related interpretations (SIC/IFRIC) endorsed by the European Commission and in force at that date. The financial statements provide comparative information related to the previous fiscal period.
The financial statements have been prepared on a historical cost basis, except for certain office buildings classified as property, plant and equipment, derivative financial instruments, investments in equity and debt instruments, and contingent considerat ion, which are measured at fair value. Assets and liabilities subject to fair value hedges that would otherwise be measured at amortised cost are adjusted to reflect changes in fair value attributable to the hedged risks.
The consolidated financial statements are presented in Euro, with amounts rounded to the nearest thousand, unless otherwise stated.
Going concern principle The financial statements as of June 30th, 202 6, have been prepared on a going concern basis. The Company has assessed that the uncertainties and risks described in the Directors’ Report do not question its ability to continue operating as a going concern. In particular, the Company, in its role as Parent Company of Digital Bros Group has assessed that :
• the consolidated EBITDA as of June 30th , 2026 was positive at Euro 54,220 thousand, increased by Euro 20,763 thousand. The consolidated loss was determined by non -cash items, including depreciation, amortization, impairment losses and write -offs;
• the Group generated significant operating cash flow during the fiscal year and has access to bank credit
facilities;
• the investments forecasted in the strategic plan have some flexibility. A portion of planned investments is not subject to binding contractual commitments and development activities are often carried out by Group -owned studios;
• all financial ratios improved significantly during the fiscal year, particularly the adjusted liquidity ratio.
The financial statements and accompanying notes have been prepared in accordance with the supplementary disclosure requirements on formats and reporting prescribed by the Consob Resolution No. 15519 of July 27, 2006, and the Consob Communication No. 6064293 of July 28, 2006.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 36 The financial statements include :
• the balance sheet as of June 30th, 2026 with comparative figures as of June 30th, 2025 (the last fiscal year -
end);
• the profit and loss statement for the fiscal year ended June 30th, 2026 with comparative figures as of June
30th, 2025;
• the comprehensive income statement as of 30th, 2026 with comparative figures as of June 30th, 2025;
• the cash flow statement as of 30th, 2026 with comparative figures as of J June 30th, 2025;
• the statement of changes in net equity as of 30th, 2026 with comparative figures as of June 30th, 2025.
The left -hand column of the balance sheet indicates the number of the relevant Note.
The balance sheet components are divided into the following five categories:
• non-current assets;
• current assets;
• equity;
• current liabilities;
• non-current liabilities.
Non-current assets consist of all items that are long-term in nature and include property, plant, and equipment used for more than one year, equity investments, and receivables that will be collected in future years . They also include deferred tax assets, regardless of when they may be realized.
Current assets are short -term in nature and include inventories, trade receivables, cash and cash equivalents, and other current financial assets.
Net e quity includes the share capital, reserves, and retained earnings (which include profit for the fiscal year plus any prior fiscal year profits that were not allocated to any specific reserves by the Shareholders' General Meeting) .
Non-current liabilities consist of provisions that are not expected to be paid within the next twelve months, such as post-employment benefits, including employee termination indemnities for the Parent Company and its Italian subsidiaries, and payables due beyond June 30th, 202 7.
Current liabilities include obligations due by June 30th, 202 7 and mainly include trade payables, tax liabilities, and current financial liabilities.
The net financial position is divided into current net financial position and non -current financial position. Its total amount reflects the total net financial assets.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 37 The left -hand column of the consolidated profit and loss statement identifies the number of the related item.
The profit and loss statement is presented in a multi -step format, with expenses classified by nature, and includes the following four intermediate performance measures:
• gross profit, the difference between net revenue and total cost of sales;
• gross operating margin (EBITDA), the difference between gross profit and total operating costs, plus
other income;
• operating margin (EBIT), the difference between gross operating margin and total depreciation, amortization and impairment adjustments;
• profit before tax, the difference between the operating margin and the net financial income (expenses).
Net profit is determined as the result from continuing operations, calculated as the difference between profit before tax and income taxes.
The cash flow statement has been prepared using the indirect method, whereby profit for the fiscal year is adjusted for the effects of non -cash transactions, changes in net working capital, cash flows from investing and financing activities, and changes in equity.
The overall changes for the period are calculated as the sum of the following components:
• Cash flows from operating activities ;
• Changes in net working capital ;
• Cash flows from investing activities ;
• Cash flows from financing activities ;
• Changes in net equity .
The changes in net equity presents the movements in equity from July 1st, 2025 to June 30th, 2026.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 38 2. ACCOUNTING STANDARDS The assessment criteria used for preparing the Company’s financial statements as of June 30th, 2026, are consistent with those used as of June 30th, 2025, except for the new accounting standards introduced from July 1st, 2025.
Property, plant and equipment Property, plant, and equipment are recognized at purchase or production cost, net of depreciation and impairment.
No assets have been reversed compared to prior years, and no borrowing costs have been capitalized.
Leasehold improvements and costs incurred after acquisition are capitalized only if they enhance the future economic benefits associated with the asset. All other costs are recognised in the profit and loss statement when incurred.
Depreciation is calculated on a straight -line basis over the estimated useful life of the assets or the duration of the lease, as follows:
Asset class Rate
Buildings 3%
Industrial and commercial equipment 12%/25% Other assets 20%-25% Leasehold improvements 17% Assets held under finance leases are recognized at the lower of fair value at the commencement date or the present value of minimum lease payments, provided that substantially all risks and rewards incidental to ownership are transferred to the Company . The related lease obligations are recognized as financial liabilities. Depreciation is charged on a straight -line basis over the estimated useful life of the related asset class.
Land is not depreciated . However, impairment adjustments are performed if its recoverable amount, defined as the greater of fair value and value in use, falls below its recognized cost.
The book value of property, plant, and equipment is removed upon disposal (i.e., when control of the asset is transferred to the purchaser) or when no future economic benefit is anticipated from its use or disposal. The profit or loss from disposal, calcul ated as the difference between the net book value of the asset and the consideration received, is recognized in the profit and loss statement at the time of disposal.
The residual values, useful lives, and depreciation methods of property, plant, and equipment are reviewed and adjusted, if necessary, at each year -end.
Right of use for leased assets The right of use for leased assets is recorded as assets on the effective date of the leasing contract, or the date on which a lessor makes the underlying asset available to the lessee. In some circumstances, the lease agreement may contain different compo nents , requiring the effective date to be determined for each individual lease component.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 39 This item is initially valued at cost and includes the present value of the Liability for leased assets, the payments for leases made before or on the effective date of the agreement, as well as any other initial direct cost. The item can subsequently be further adjusted in order to reflect any restatements of assets / liabilities for leased assets.
The right of use for leased assets is amortized at each fiscal year at the lesser of the contractual duration and the residual useful life of the underlying asset.
The Company’s leasing contracts usually do not provide for the transfer of ownership of the underlying asset and therefore amortization is carried out over the contractual term. Amortization starts on the date of the lease.
Should there be a loss in the value of the asset according to the criteria outlined in the principle of onerous contracts, the asset is written down accordingly, regardless of the amortization already accounted for.
Intangible assets
Intangible assets purchased or developed internally are capitalised in accordance with IAS 38 - Intangible Assets when it is likely that their use will generate future economic benefits and when their cost can be reliably determined.
Intangible assets acquired separately are initially recognized at cost. For intangible assets acquired in a business combination, the cost corresponds to the fair value at the acquisition date. After initial recognition, intangible assets are measured at c ost less accumulated amortization and any accumulated impairment losses. Amortization of intangible assets with finite useful lives is recognized in profit or loss in a manner consistent with the function of the asset.
The useful life of intangible assets is classified as either finite or indefinite. The Group does not hold intangible assets with indefinite useful lives.
Intangible assets with finite useful lives are amortized systematically over their estimated useful lives, starting from the moment when the asset is available for use. The amortization method is determined individually for each asset, based on the expected trend identified at the time of the video game’s release.
The amortization rates applied are as follows:
• Brands/Trademarks - 10% • ERP licenses and Long -term licenses / User rights - 20%.
An intangible asset is eliminated at the time of disposal (i.e., when control of the asset is transferred to the buyer) or when no future economic benefits are expected from its use or disposal. Any profit or loss resulting from the disposal, calculated as the difference between the net proceeds from disposal and the book value of the asset, is recognized in the profit and loss statement.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 40 Equity investments Equity investments in subsidiaries are recognized at cost and adjusted for impairment.
Any positive difference arising at the time of acquisition from third parties between the purchase cost and the Company’s share of the fair value of equity is included in the carrying amount of the investment.
Equity investments in subsidiaries are tested for impairment in accordance with IAS 36 once a year, or more frequently if necessary. If there is evidence that these investments have been impaired, the related adjustment is duly recognized in the profit and loss statement . If the Company’s share of a subsidiary’s loss exceeds the carrying amount of the equity investment and if the Company is required to cover such loss, the carrying amount of the investment is reduced to zero and the Company’s share of the additional loss is recognized as a provision in the balance sheet . If there is any subsequent indication that an impairment loss may no longer exist or may have decreased, it is reversed in the profit and loss statement up to the cost of the asset.
The gains and losses and assets and liabilities of associated companies are recorded in the financial statements using the equity method, except where the investments have been classified as held for sale. Investments in associates are accounted for using the equity method, unless they are classified as held for sale. Under the equity method, investments are initially recognised at cost and subsequently adjusted to reflect the Company’s share of the associate’s post -acquisition profit or loss and other changes in net assets. The Company’s share of the associate’s profit or loss is recognised in the profit and loss statement until the date on which significant influence ceases.
Significant influence is the power to participate in the financial and operating policy decisions of the investee without having control or joint control over those policies. Significant influence may be evidenced, among other factors, by participation in policy -making processes, including decisions concerning dividends or other distributions.
In accordance with IFRS 9, investments in equity instruments other than investments in subsidiaries and associates are measured at fair value. For investments that are not held for trading, the Company may make an irrevocable election at initial recognitio n to present subsequent changes in fair value in other comprehensive income (FVOCI).
The Company has elected to apply this treatment to the relevant investments. Changes in fair value are therefore recognised in other comprehensive income and accumulated in equity. Upon disposal, cumulative gains or losses previously recognised in other comprehensive income are not reclassified to the profit and loss statement. In limited circumstances where insufficient infor mation is available to determine fair value, cost may represent an appropriate estimate of fair value.
Investments in associates and other entities An associate is an entity over which the Company exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee without having control or joint control over those policies.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 41 A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to its net assets. Joint control is the contractually agreed sharing of control over an arrangement and exists only when decisions about the r elevant activities require the unanimous consent of the parties sharing control.
The considerations applied in determining whether the Company has significant influence or joint control are similar to those applied in assessing control over subsidiaries. Investments in associates and joint ventures are accounted for using the equity method.
Under the equity method, investments in associates and joint ventures are initially recognised at cost. The carrying amount of the investment is subsequently adjusted to reflect the Company’s share of changes in the investee’s net assets from the acquisiti on date. The Company’s share of the profit or loss of associates and joint ventures is recognised in the profit and loss statement below operating profit and represents its share of the investee’s profit or loss after tax and non -controlling interests in the investee’s subsidiaries.
The Company’s share of changes recognised in the other comprehensive income (OCI) of associates and joint ventures is recognised in its own OCI. Where changes are recognised directly in the equity of an associate or joint venture, the Company recognises its share of those changes, where applicable, in the statement of changes in equity. Unrealised gains and losses arising from transactions between the Company and an associate or joint venture are eliminated to the extent of the Company’s interest in the investee.
The financial statements of associates and joint ventures are prepared for the same reporting period as those of the Company. Where necessary, adjustments are made to align their accounting policies with those adopted by the Company.
After applying the equity method, the Company assesses whether there is any indication that an investment in an associate or joint venture may be impaired. Where such an indication exists, the Company determines any impairment loss as the difference betwee n the recoverable amount of the investment and its carrying amount and recognises the resulting loss in the profit and loss statement.
If the Company loses significant influence over an associate or joint control over a joint venture, any retained investment is measured at fair value. Any difference between the carrying amount of the investment at the date significant influence or joint c ontrol is lost and the fair value of the retained investment plus any proceeds from disposal is recognised in the profit and loss statement.
In accordance with IFRS 9, investments in equity instruments other than investments in subsidiaries and associates are measured at fair value. For investments that are not held for trading, the Company may make an irrevocable election at initial recognitio n to present subsequent changes in fair value in other comprehensive income (FVOCI).
The Company has elected to apply this treatment to the relevant investments. Changes in fair value are therefore recognised in other comprehensive income and accumulated in equity, with no subsequent reclassification to the profit and loss statement upon disposal. In limited circumstances, cost may represent an appropriate estimate of fair value.
For further information on the accounting policy for financial assets, refer to the relevant note (“Financial Assets”) included in the Net Financial Position section.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 42 Impairment of assets IAS 36 requires an assessment of whether there are indications of impairment of intangible assets, property, plant and equipment, investments in associates and other entities.
The Company therefore assesses the recoverability of the carrying amounts of the above assets and performs impairment testing twice a year for intangible assets. Where there is an indication of impairment, the recoverable amount of the asset is estimated i n order to determine the amount of any impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. The value in use of an asset is estimated by calculating the present value of the estimated future cash flows based on the relevant financial plans, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised when the recoverable amount is lower than the carrying amount. Where an impairment loss subsequently ceases to exist or decreases, the carrying amount of the asset or cash -generating unit is increased to the revised estimate of its recoverable amount, but may not exceed the carrying amount that would have been determined had no impairment loss been recognised in previous periods. Impairment losses recognised for goodwill are not reversed.
Inventories
Inventories of finished goods are measured at the lower of purchase cost, including directly attributable ancillary costs, and net realisable value, estimated based on market conditions. Cost is determined using the specific cost method.
Where the net realisable value of inventories is lower than their purchase cost, the carrying amount of the relevant items is written down to their net realisable value.
Receivables and payables Receivables are measured at amortised cost, taking into account their estimated recoverability. The carrying amount of receivables is adjusted through a loss allowance to reflect estimated credit losses, taking into account the specific circumstances of each debtor.
Receivables from customers subject to insolvency proceedings are written off in full or written down based on the amounts expected to be recovered in light of the relevant legal proceedings.
Payables are recognised at their nominal amount.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 43 Employee benefits Current employee benefits relating to salaries and wages, social security and pension contributions, accrued but unused leave expected to be settled within twelve months of the reporting date, and other fringe benefits arising from the employment relations hip are recognized in the period in which the related service is performed .
Benefits payable to employees at the end of their employment, through defined benefit or defined contribution plans, are recognized over the period in which the employee provides service (“vesting period”).
Defined benefit plans Defined benefit plans are based on employees’ working life and the remuneration earned over a specified period.
The Company’s obligation to fund these plans and the annual expense recognized in the profit and loss statement are determined using actuarial valuations based on the projected unit credit method. The net cumulative actuarial gains and losses are recognized entirely in other comprehensive income in the period in which they arise.
The liability for defined benefit plans recognized in the balance sheet reflects the present value of the defined benefit obligation.
Defined contribution plans Payments related to defined contribution plans made by Company are recognized in the profit and loss statement as costs, when incurred.
Employees participate in defined benefit plans. In particular, the Italian post -employment benefit known as Trattamento di Fine Rapporto (TFR) is a statutory severance indemnity under Article 2120 of the Italian Civil Code. The TFR is a form of deferred re muneration linked to the employee’s service seniority and remuneration earned during the service period.
Until December 31, 2006, the TFR was considered a defined benefit plan. Legislative amendments introduced by Law No. 296 of December 27, 2006 (“Finance Act 2007”) and subsequent regulations, effective in early 2007, introduced significant changes, includin g giving employees the option to allocate their accrued TFR either to complementary pension funds or to the Treasury Fund managed by INPS.
As a result, from January 1, 2007, TFR contributions are treated as a defined contribution plan, while previously accrued TFR balances retain their nature as defined benefit obligations under IAS 19.
Actuarial gains and losses in accordance with the IAS 19 amendment for defined benefit plans are recognized in other comprehensive income under items that will not be reclassified to profit or loss and are recorded in the net equity under Other Reserves.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 44 Share -based payments Certain executives and employees of the Company received remuneration in the form of share -based payments, whereby employees provided services in exchange for equity instruments (equity -settled transactions), through a stock option plan that expired on Jun e 30th, 2026.
As of the reporting date, the Stock Option Plan 2016 -2026 had expired. Therefore, as there were no other share -
based payment plans outstanding, no dilutive effect from outstanding options was required to be calculated.
Current and non -current provisions The Company recognises provisions when it has a legal or constructive obligation towards third parties, the amount and/or timing of which is uncertain, it is probable that an outflow of the Company’s resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated.
Provisions are reviewed periodically and adjusted to reflect any changes in the estimated costs required to settle the related obligations.
Changes in estimates are recognised in the profit and loss statement in the period in which they arise.
Financial assets and liabilities Current and non -current financial assets and current and non -current financial liabilities are accounted for in accordance with IFRS 9 – Financial Instruments.
Cash and cash equivalents include cash on hand, bank deposits and other highly liquid financial investments that meet the requirements for classification as cash equivalents.
Current financial assets and investments in securities are recognised on the trade date.
Initial recognition
On initial recognition, financial assets are classified, as appropriate, based on their subsequent measurement at amortised cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the contractual cash flow characteristics of the financial asset and the business model adopted by the Company for managing them. With the exception of trade receivables that do not c ontain a significant financing component or for which the Company has applied the practical expedient, financial assets are initially measured at fair value plus, in the case of financial assets not measured at fair value through profit or loss, directly a ttributable transaction costs. Trade receivables that do not contain a significant financing component, or for which the Company has applied the practical expedient, are measured at the transaction price.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 45 Subsequent measurement For the purposes of subsequent measurement purposes , financial assets are classified into four categories:
• Financial assets at amortized cost (debt instruments);
• Financial assets at fair value through other comprehensive income (“OCI”) with reclassification of cumulative gains and losses (debt instruments);
• Financial assets at fair value through other comprehensive income statement (“OCI”) with no reclassification of cumulative profits and losses upon derecognition (equity instruments);
• Financial asset at fair value through profit or loss.
Financial assets measured at amortized cost (debt instruments) Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in the profit and loss statement when the asset is derecognised or modified, as well as through the amortisation process.
Financial assets measured at fair value through OCI (debt instruments) For debt instruments measured at fair value through OCI, interest income, foreign exchange gains and losses and impairment gains or losses are recognised in the profit and loss statement and are calculated in the same manner as for financial assets measured at amortised cost. The remaining changes in fair value are recognised in OCI.
Upon derecognition, the cumulative change in fair value recognised in OCI is reclassified to the profit and loss statement.
Investments in equity instruments Upon initial recognition, the Company may make an irrevocable election to classify investments in equity instruments at fair value through OCI where they meet the definition of equity instruments under IAS 32 – Financial Instruments: Presentation and are n ot held for trading. The election is made on an instrument -by-
instrument basis.
Gains and losses on these financial assets are not subsequently reclassified to the profit and loss statement.
Dividends are recognised as other income in the profit and loss statement when the right to receive payment is established, except where the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case they are recognised in OCI. Equ ity instruments measured at fair value through OCI are not subject to impairment.
Financial assets measured at fair value in the profit and loss statements Financial assets at fair value through profit or loss are recognised in the statement of financial position at fair value, with net changes in fair value recognised in the profit and loss statement.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 46 Derecognition Financial assets are derecognised when the contractual rights to receive cash flows from the assets have expired, or when the Company transfers its contractual rights to receive the cash flows from the financial asset and substantially all the risks and re wards of ownership.
Financial liabilities include financial payables and other financial liabilities, including liabilities arising from the fair value measurement of derivative financial instruments where their fair value is negative.
Initial recognition
Financial liabilities are classified, upon initial recognition, as financial liabilities at fair value through profit or loss or at amortised cost. Financial liabilities are initially recognised at fair value plus, in the case of financial liabilities meas ured at amortised cost, directly attributable transaction costs.
Subsequent measurement
For the purposes of subsequent measurement , financial liabilities are classified into two categories:
• Financial liabilities at fair value in the profit and loss statement ;
• Financial liabilities at amortized cost (financing and loans).
Financial liabilities measured at fair value in the profit and loss statement Financial liabilities held for trading include liabilities incurred with the intention of repurchasing or settling them in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as he dging instruments in hedge relationships as defined by IFRS 9.
Gains and losses on financial liabilities held for trading are recognised in the profit and loss statement.
Financial liabilities measured at amortized cost (financing and loans) After initial recognition, loans and borrowings are measured at amortised cost using the effective interest method.
Gains and losses are recognised in the profit and loss statement when the liabilities are derecognised, as well as through the effective int erest amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. Effective interest amortisation is recognised as finance costs in the profit and loss statement
Derecognition
A financial liability is derecognised when the obligation underlying the liability is discharged, cancelled or expires.
Where an existing financial liability is replaced by another liability from the same lender on substantially different terms, or the terms of an existing liability are subst antially modified, such exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the respective carrying amounts is recognised in the profit and loss statement.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 47 Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date.
For securities traded in regulated markets, fair value is determined by reference to the quoted market price (bid price) at the close of trading on the reporting date. Where a quoted market price is not available, the fair value of financial instruments is measured using the most appropriate valuation techniques, such as discounted cash flow analysis, based on market information available at the reporting date.
Regular way purchases or sales of financial assets are recognised on the trade date, being the date on which the Company commits to purchase or sell the asset.
Lease liabilities
The Company recognises a lease liability at the commencement date of the lease.
The lease liability is measured at the present value of lease payments that have not been paid at the commencement date, including payments that depend on an index or a rate, initially measured using the index or rate at the commencement date, as well as a ny penalties for terminating the lease where the lease term reflects the exercise of an early termination option and the Company is reasonably certain to exercise that option. The present value is determined using the interest rate implicit in the lease.
The lease liability is subsequently increased to reflect the interest accrued on the liability and reduced by the lease payments made.
Revenue
The IFRS 15 standard – Revenue from Contracts with Customers establishes a new revenue recognition model ,
providing for:
• the identification of the contract with the customer;
• the identification of the performance obligations in the contract;
• the determination of the transaction price;
• the allocation of the transaction price to the performance obligations in the contract;
• the revenue recognition criteria when the entity satisfies each performance obligation.
Accordingly, revenues from the sale of goods / the purchase costs are measured at the fair value of the amount received /due, taking into account of any returns, bonuses, trade discounts and volume -related rewards.
Revenue is recognised when (or as) a performance obligation is satisfied by transferring the promised good or service to the customer and the amount of revenue can be measured reliably. Where it is probable that discounts will be granted and their amount can be reliably estima ted, the discount is recognised as a reduction in revenue at the same time as the related sale.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 48 A good is transferred when the customer obtains control of it, i.e. when the customer has the ability to direct the use of the asset and obtain the benefits from it. In the case of retail sales, control is generally transferred upon delivery of the goods and payment of the related consideration by the end customer. In the case of wholesale sales, control is generally transferred upon delivery of the products to the customer.
Revenue and costs arising from the provision of services are recognised based on the stage of completion of the services at the reporting date. The stage of completion is determined based on an assessment of the work performed. Where services under a single contract are provided in different fiscal years, the consideration is allocated to the individual services based on their relative fair values.
Reimbursements by third parties of costs incurred on their behalf are recognised as a reduction in the related costs.
Costs
Costs and other operating expenses are recognised when incurred, in accordance with the accrual principle and their correlation with revenues, when they do not generate future economic benefits or such benefits do not meet the requirements for recognition as assets in the statement of financial position.
Advertising costs are recognised in the profit and loss statement when the related services are received, irrespective of their correlation with revenues.
Cost of sales Cost of sales comprises the production or purchase cost of products, goods and/or services intended for sale and includes all costs relating to materials and processing.
Changes in inventories represent the change in the gross carrying amount of inventories at the end of the reporting period compared with the previous reporting period.
Royalties relating to the exploitation rights of international and domestic licences are classified as components of cost of sales.
Where royalty advances are expected to be fully recouped, the amount utilised is determined by multiplying the royalty per unit by the quantities sold during the reporting period. Where royalty advances are expected to be only partially recouped, the amoun t utilised is determined separately for each contract based on the estimated future utilisation of the related advances.
Dividends received
Dividends received from associates that are not subsidiaries are recognized only when the right to receive the payment is established and only if the dividends are generated from profits realized after the acquisition of control.
If the dividends come from reserves accumulated before the acquisition, they are recognized as a reduction in the carrying amount of the equity investment.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 49 Interest income/expenses and financial income/expenses Interest income and expense are recognised on an accrual basis and are presented separately in the profit and loss statement under interest income and interest expense, without offsetting.
Current tax
Income taxes include all taxes calculated on the Company’s taxable income. Income taxes are recognised in the profit and loss statement, except to the extent that they relate to items recognised directly in equity, in which case the related tax effects are also recognised directly in equity.
Other taxes not based on income, such as property and capital taxes, are recognised under other operating costs.
Deferred tax
Deferred taxes are recognised on all temporary differences arising between the tax base of an asset or liability and its carrying amount, except for taxable temporary differences arising from the initial recognition of goodwill and for temporary differences relating to investments in subsidiaries where the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets on unused tax losses and tax credits carried forward are recognised to the extent that it is probable that future taxable profit will be available against which they can be utilised. The carrying amount of deferred tax assets is reviewed at least twice a year and reduced to the extent that it is no longer probab le that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised . Deferred tax assets and liabilities are measured using the tax rates that are expected to apply in the periods in which the temporary differences are expected to be realised or settled.
Deferred taxes relating to items recognised outside the profit and loss statement are also recognised outside the profit and loss statement, either in equity or in other comprehensive income, consistently with the underlying transaction.
Deferred tax assets and liabilities are classified as non -current assets and liabilities, irrespective of the period in which they are expected to be realised or settled.
Earnings per share Basic earnings per share is calculated by dividing the profit or loss for the fiscal year by the weighted average number of ordinary shares outstanding during the fiscal year, excluding treasury shares. Diluted earnings per share is equal to basic earnings per share, as there were no convertible financial instruments or other dilutive instruments or options outstanding during the fiscal year.
Foreign currency transactions Foreign currency transactions are recognised using the exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated using the exchange rate prevailing at tha t date. Exchange differences arising from the settlement of monetary items or from
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 50 their translation at exchange rates different from those at which they were translated on initial recognition during the fiscal year or in previous periods are recognised in the profit and loss statement.
Share -based payments – Equity -settled transactions Employees of the Company, including executives, receive part of their remuneration in the form of share -based payments, whereby employees provide services in exchange for equity instruments (“equity -settled transactions”).
The cost of equity -settled transactions is determined by reference to the fair value at the grant date, using an appropriate valuation method.
This cost, together with the corresponding increase in equity, is recognised as an employee cost over the period in which the relevant performance and/or service conditions are satisfied. The cumulative expense recognised for these transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or income recognised in the profit and loss statement for the fiscal year represents the change in the cumulative expense recognised at the beginning and end of the fiscal year.
Service and non -market performance conditions are not taken into account when determining the fair value of the award at the grant date. However, the likelihood that these conditions will be satisfied is taken into account in determining the best estimate of the number of equity instruments that will ultimately vest. Market conditions are reflected in the fair value at the grant date. Any other conditions attached to an award that do not have an associated service requireme nt are considered non -vesting conditions. Non -vesting conditions are reflected in the fair value of the award and result in the immediate recognition of the related expense, unless service and/or performance conditions also apply.
No expense is recognised for awards that do not ultimately vest because the applicable performance and/or service conditions have not been satisfied. Where awards include a market condition or a non -vesting condition, they are treated as vested irrespective of whether the market or non -vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where the terms of an award are modified, the minimum expense recognised is the grant -date fair value of the unmodified award, provided that the original vesting conditions are satisfied. An additional expense is recognised for any modification that increases the total fair value of the share -based payment arrangement or is ot herwise beneficial to the employee, measured at the date of modification. Where an award is cancelled by the Company or the counterparty, any remaining unrecognised expense is recognised immediately in the profit and loss statement.
The dilutive effect of outstanding options is reflected in the calculation of diluted earnings per share.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 51 New accounting standards Accounting standards, amendments and IFRS interpretations applied from July 1st, 2025 Further information on the application of accounting standards by Digital Bros S.p.A., is available in the Company’s financial statements as of June 30th, 2026, published on the corporate website.
Accounting standards, amendments and IFRS and IFRIC interpretations endorsed by the European Union, not yet mandatory, which were not applied by the Group as of June 30th, 202 6 Pursuant to applicable European regulations, the accounting standards adopted by the Company do not include standards and interpretations issued by the IASB and IFRIC as of June 30th, 2026 that had not yet been endorsed by the European Union at that date.
The accounting standards, amendments and interpretations issued as of the reporting date but not yet effective are set out below. The Company will adopt them, where applicable, when they become effective.
IASB and IFRS IC Documents Effective Date Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) 01/01/2026 Annual Improvements V olume 11 (issued on 18 July 2024) 01/01/2026 Amendments IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures for nature -dependent electricity contracts (issued on 18 December 2024)
01/01/2026
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) 01/01/2027 IFRS 19 Subsidiaries without Public Accountability:
Disclosures (issued on 9 May 2024) 01/01/2027 Translation to a Hyperinflationary Presentation Currency -
Amendments to IAS 21 (issued on 13 November 2025) 01/01/2027
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 52 3. DISCRETIONARY ITEMS AND SIGNIFICANT ESTIMATES
Discretionary assessments
Significant judgements and estimates The preparation of the financial statements as of June 30th, 2026 and the related notes requires management to make certain judgements, estimates and assumptions that affect the amounts of assets and liabilities recognised in the financial statements and the disclosure of contingent assets and liabilities at the reporting date. These assessments are based on short - and medium/long -term forecasts available prior to the approval of the financial statements, which are regularl y updated and approved by the Board of Directors.
Estimates are based on information reflecting the knowledge available at the time they are made, are reviewed periodically and any resulting effects are recognised in the profit and loss statement. Actual results may differ, from these estimates as a result of changes in the factors considered in determining them. In particular, estimates are used to assess the loss allowances on receivables, depreciation and amortisation, impairment losses and other provisions. The main sources of estimation uncertainty relate to the measurement of the investments, the employee benefits and the deferred taxes.
Recoverable amount of investments Investments are impaired when events or changes in circumstances indicate that their carrying amount may not be recoverable. Events that may result in the impairment of investments include changes that may adversely affect operating performance and reduce the ability of subsidiaries to generate dividends. The recoverable amount of investments is assessed separately for each investee using estimates of expected cash flows and appropriate discount rates to determine their present value. The assessment is therefore based on a number of assumptions concerning f uture events and actions by the management bodies of the subsidiaries that may not necessarily occur in the manner or within the timeframe expected. The assessment is performed only for investments for which indicators of impairment have been identified.
Employee benefits
The measurement of employee termination benefits (“TFR”) is complex due to the need to estimate future cash outflows that may arise from voluntary and involuntary employee departures, taking into account employees’ length of service and the statutory reval uation rates applicable to TFR.
The regulations governing TFR were amended during the fiscal year ended June 30th, 2006. However, the measurement continues to involve a degree of complexity due to the residual portion of TFR that remains the responsibility of the Company. For the purpose s of this measurement, the Company is assisted by a registered actuary in determining the actuarial assumptions required to prepare the estimate.
Following the approval of the Stock Option Plan 2016 -2026, an actuarial valuation was required in accordance with IFRS 2 – Share -based Payment . This valuation was performed by an independent professional in previous fiscal years but is no longer required, as the option exercise period ended on June 30th, 2026.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 53 The estimation of liabilities arising from the medium/long -term incentive plan (LTI) approved by the Shareholders’ Meeting on June 15th, 2021 is, on the other hand, relatively straightforward. The potential actuarial component of the estimate, relating to the possibility that beneficiaries may not receive the incentive as a result of the bad leaver conditions provided for by the plan, was consi dered immaterial. Accordingly, the related liability was estimated by the Directors without the assistance of an independent actuary, also considering that the Plan has reached its final year and is unlikely to result in future payments.
Deferred tax assets The measurement of deferred tax assets and liabilities involves two main areas of uncertainty. The first relates to the recoverability of deferred tax assets. To address this uncertainty, the Company compares the deferred tax assets recognised by the Itali an Group companies with the related five -year forecasts approved by the Board of Directors every six months, taking into account the applicable rules governing their utilisation in future fiscal years.
The second relates to the determination of the applicable tax rate, which is assumed to remain constant over time based on the tax rates currently applicable, adjusted where changes in tax rates have already been enacted or substantively enacted.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 54 4. RELATION S WITH S TARBREEZE In the previous years, Digital Bros Group and the Swedish group Starbreeze (“Starbreeze”) have entered various commercial and financial transactions.
In May 2016, the Group reverted to Starbreeze the rights related to the videogame PAYDAY 2 for a consideration of USD 30 million and a potential earn -out payments of up to USD 40 million, corresponding to 33% of the net revenues generated by the future release of the videogame PAYDAY 3.
After several purchases of Starbreeze shares on the market, the Company interest exceeded 20% of the company’s voting rig hts. The Company had continuously reviewed the existence of a significant influence over Starbreeze within the framework of IAS 28 but the moment when it occurred was at the Starbreeze’s Shareholders’ Meeting held on May 15th, 2025 . During that meeting, Digital Bros proposed changes to the size and composition of the Board of Directors , which were approved , resulting in the appointment of the Digital Bros Group CFO , Stefano Salbe , as a Director of Starbreeze AB. From that date, the Group considered to have a significant influence over the Swedish company , as the relevant criteria provided by IAS 28 were met, in particular the representation in the Board of Directors and participation in the company’s policy -making processes, including participation in decisions about dividends and other distributions.
During the fiscal year, the Company wrote off completely the investment in Starbreeze under IAS 28 by an incremental Euro 5.7 million to reflect the Starbreeze consolidated losses pro quota in addition to the previous fiscal year write -off. The actual carrying amount of the investment is zero. As of June 30th, 2026, the fair value of the investment, based on the market price of Starbreeze shares listed on Nasdaq Stockholm, amounted to Euro 2.8 million.
As of June 30th, 2026, the Company holds the same amount of shares as last fiscal year amounting at no. 87 million Starbreeze A shares and no. 223.4 million Starbreeze B shares, representing 19.11% of Starbreeze’s share capital and 37.67% of its voting rights.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 55 5. BALANCE SHEET AS OF J UNE 30TH, 2026 Euro thousand June 30th, 2026 June 30th, 202 5 Change
Non-current assets
1 Property, plant and equipment 3,281 3,653 (372) -10.2% 2 Investment properties 0 0 0 0.0% 3 Intangible assets 147 194 (47) -24.2% 4 Equity investments 16,792 23,854 (7,062) -29.6% 5 Non-current receivables and other assets 641 641 0 0.0% 6 Deferred tax assets 425 4,771 (4,346) -91.1% 7 Non-current financial assets 0 19,046 (19,046) n.m.
Total non -current assets 21,286 52,159 (30,873) -59.2%
Current assets
8 Inventories 996 1,192 (196) -16.5% 9 Trade receivables 283 327 (44) -13.3% 10 Receivables from subsidiaries 66,714 44,763 21,951 49.0% 11 Tax receivables 4,689 5,890 (1,201) -20.4% 12 Other current assets 2,106 1,869 237 12.7% 13 Cash and cash equivalent 1,018 20 998 n.m.
14 Other current financial assets 0 1,041 (1,041) n.m.
Total current assets 75,806 55,102 20,704 37.6%
TOTAL ASSETS 97,092 107,261 (10,169) -9.5%
Capital and reserves 15 Share capital (5,740) (5,706) (34) 0.6% 16 Reserves (6,399) (9,875) 3,476 -35.2% 17 Treasury shares 0 0 0 0.0% 18 Retained earnings (48,392) (38,119) (10,273) 26.9% Total net equity (60,531) (53,700) (6,831) 12.7%
Non-current liabilities
19 Employee benefits (288) (299) 11 -3.6% 20 Non-current provisions (48) (59) 11 -18.8% 21 Other non -current payables and liabilities 0 0 0 0.0% 22 Non-current financial liabilities (333) (934) 601 -64.3% Total non -current liabilities (669) (1,292) 623 -48.3%
Current liabilities
23 Trade payables (1,188) (1,364) 176 -12.9% 24 Payables to subsidiaries (27,392) (42,097) 14,705 -34.9% 25 Taxes payables (124) (132) 8 -5.8% 26 Short term provisions 0 0 0 n.m.
27 Other current liabilities (1,068) (824) (244) 29.7% 28 Financial liabilities (6,120) (7,852) 1,732 -22.1% Total current liabilities (35,892) (52,269) 16,377 -31.3%
TOTAL LIABILITIES (36,561) (53,561) 17,000 -31.7%
TOTAL NET EQUITY AND
LIABILITIES (97,092) (107,261) 10,169 -9.5%
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 56 NON CURRENT ASSETS 1. Property, plant and equipment Property, plant and equipment go from Euro 3,653 thousand to Euro 3,281 thousand as of June 30th, 202 6. Details are provided below:
Euro thousand July 1st, 2025 Invest . Disposals Deprec’n Use of accum.
dep’n June 30th,
2026
Industrial buildings 2,860 326 0 (679) 0 2,507 Land 635 0 0 0 0 635 Indust. and comm. equipment 126 11 0 (46) 0 91 Other assets 12 33 0 (10) 0 35 Leasehold improvements 20 0 0 (7) 0 13 Total 3,653 370 0 (742) 0 3,281
The change in property, p lants and equipment as of June 30th, 2025 is detailed as follows:
Euro thousand July 1st, 2024 Invest . Disposals Deprec’n Use of accum.
dep’n June 30th,
2025
Industrial buildings 3,538 1 0 (679) 0 2,860 Land 635 0 0 0 0 635 Indust. and comm. equipment 135 35 0 (44) 0 126 Other assets 28 0 (62) (16) 62 12 Leasehold improvements 0 25 0 (5) 0 20 Total 4,336 61 (62) (744) 62 3,653 Property, plant and equipment , except for land , are depreciated over the useful life of each individual asset .
Industrial building as of June 30th, 202 6 included:
Euro thousand June 30th, 202 6 June 30th, 202 5 Change Trezzano sul Naviglio warehouse 1,354 1,110 244 Via Labus (Milan) offices 289 310 (21) Via Tortona (Milan) offices (IFRS16) 864 1,440 (576) Total 2,507 2,860 (353) Investments made during the fiscal year mainly related to the extraordinary refurbishment of the warehouse in Trezzano sul Naviglio.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 57 The movements in gross property, plant and equipment and the related accumulated depreciation for the current and previous fiscal years are as follows:
June 30th, 2026 Gross amount of property, plant and equipment Euro thousand July 1st, 2025 Investments Disposals June 30th, 202 6 Industrial buildings 8,161 326 0 8,487 Land 635 0 0 635 Plant and equipment 2,513 11 0 2,524 Other assets 1,493 33 0 1,526 Leasehold improvements 25 0 0 25 Total 12,827 370 0 13,197
Accumulated depreciation
Euro thousand July 1st, 2025 Investments Disposals June 30th, 202 6 Industrial buildings (5,301) (679) 0 (5,980) Land 0 0 0 0 Plant and equipment (2,387) (46) 0 (2,433) Other assets (1,481) (10) 0 (1,491) Leasehold improvements (5) (7) 0 (12) Total (9,174) (742) 0 (9,916) June 30th, 2025 Gross amount of property, plant and equipment Euro thousand July 1st, 2023 Investments Disposals June 30th, 2024 Industrial buildings 8,160 1 0 8,161 Land 635 0 0 635 Plant and equipment 2,478 35 0 2,513 Other assets 1,555 0 (62) 1,493 Leasehold improvements 0 25 0 25 Total 12,828 61 (62) 12,827
Accumulated depreciation
Euro thousand July 1st, 2024 Investments Disposals June 30th, 2025 Industrial buildings (4,622) (679) 0 (5,301) Land 0 0 0 0 Plant and equipment (2,343) (44) 0 (2,387) Other assets (1,527) (16) 62 (1,481) Leasehold improvements 0 (5) 0 (5) Total (8,492) (744) 62 (9,174)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 58 The Company’s property, plant and equipment are unburdened by liens, mortgages or other securities .
3. Intangible assets All of the Company’s intangible assets have finite useful lives. No intangible assets have been recognised in connection with internally generated development costs or business combinations.
Intangible assets decrease by Euro 47 thousand , net of Euro 84 thousand amortization . The following table presents the movements by asset category for the current and previous fiscal years:
Euro thousand July 1st, 2025 Investments Disposals Amort’n June 30th,
2026
Concessions and licenses 191 31 0 (82) 140 Trademarks and similar rights 1 1 0 (1) 1 Other intangible assets 2 5 0 (1) 6 Total 194 37 0 (84) 147
Euro thousand July 1st, 202 4 Investments Disposals Amort’n June 30th,
2025
Concessions and licenses 188 92 0 (89) 191 Trademarks and similar rights 2 0 0 (1) 1 Other intangible assets 3 0 0 (1) 2 Total 193 92 0 (91) 194 Concessions and licenses amount to Euro 191 thousand, decreasing by Euro 82 thousand and relate to expenditure on ERP systems.
Movements on intangible assets and accumulated amortization in the current and previous reporting periods were
as follows:
June 30th, 2026 Gross amount of intangible assets Euro thousands July 1st, 2025 Investments Disposals June 30th, 202 6 Concessions and licenses 3,568 31 0 3,599 Trademarks and similar rights 1,518 1 0 1,519 Other intangible assets 106 5 0 111 Total 5,192 37 0 5,229
Accumulated amortization
Euro thousands July 1st, 2025 Investments Disposals June 30th, 202 6 Concessions and licenses (3,377) (82) 0 (3,459) Trademarks and similar rights (1,517) (1) 0 (1,518) Other intangible assets (104) (1) 0 (105) Total (4,998) (84) 0 (5,082)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 59 June 30th, 2025 Gross amount of intangible assets Euro thousands July 1st, 2024 Investments Disposals June 30th, 202 5 Concessions and licenses 3,476 92 0 3,568 Trademarks and similar rights 1,518 0 0 1,518 Other intangible assets 106 0 0 106 Total 5,100 92 0 5,192
Accumulated amortization
Euro thousands July 1st, 2024 Investments Disposals June 30th, 202 5 Concessions and licenses (3,288) (89) 0 (3,377) Trademarks and similar rights (1,516) (1) 0 (1,517) Other intangible assets (103) (1) 0 (104) Total (4,907) (91) 0 (4,998) 4. Equity investments Equity investments amoun t to Euro 16,792 thousand, decrea sing by Euro 7,062 thousand. The following table details the equity investments as of June 30th, 202 6, together with comparatives for the previous fiscal year:
Euro thousand June 30, 202 6 June 30, 202 5 Change 505 Games S.p.A. 10,100 10,100 0 Digital Bros Game Academy S.r.l. 157 169 (12) Digital Bros Game China 100 100 0 Digital Bros Holdings Ltd. 0 125 (125) Kunos Simulazioni S.r.l. 4,676 4,676 0 Digital Bros Asia Pacific Ltd. 100 100 0 Rasplata B .V. 0 0 0 AvantGarden S.r.l. 495 495 0 Seekhana Ltd. 0 0 0 Supernova Games S.r.l. 100 100 0 Chrysalide Jeux et Divertissement Inc. 0 0 0 Ingame Studios a.s. 830 830 0 Total subsidiaries (A) 16,558 16,695 (137)
MSE&DB S.l.u. 0 1,305 (1,305)
Starbreeze AB 0 5,682 (5,682) Total associated companies (B) 0 6,987 (6,987) Noobz from Poland s.a. 234 172 62 Total other equity investments (C) 234 172 62 Total equity investments (A)+(B)+(C) 16,792 23,854 (7,062)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 60 Equity investments in subsidiaries The equity investments in subsidiaries decrease by Euro 135 thousand mainly as a result of the liquidation of Digital Bros Holdings Ltd. for Euro 125 thousand and the impairment of the investment in Digital Bros Game Academy S.r.l. of Euro 12 thousand .
At the reporting date, the carrying amount of equity investments compared with the Group’s share of the respective subsidiaries’ equity was as follows :
Company Location Carrying
amount
(a) Capital
(b) Pro-
rata
share of
equity
(c) Profit/(loss)
for the
fiscal year Change
d=c-a
505 Games S.p.A. Milan 10,100 10,000 25,540 (2,500) 15,440 Digital Bros Game Academy S.r.l. Milan 157 300 157 (12) 0 Digital Bros China (Shenzhen) Ltd. Shenzhen 100 100 172 8 72 Kunos Simulazioni S.r.l. Rom e 4,676 10 53,040 13,137 48,364 Digital Bros Asia Pacific (HK) Ltd. Hong Kong 100 100 259 22 159 AvantGarden S.r.l. Milan 495 100 308 53 (187) Supernova Games S.r.l. Milan 100 100 1,697 1,185 1,597 Rasplata BV Amsterdam 0 2 (2,452) 6,102 (2,452) Seekhana Ltd. Milton Keynes 0 840 1 (4) 1 Chrysalide Jeux et Divertissement Inc. Québec City 0 0 1,342 64 1,342 Ingame Studios a.s. Brno 830 410 2,587 184 1,757 All the subsidiaries are 100% owned, with the exception of Seekhana Ltd. , which is controlled with a 60% stake and Chrysalide Jeux et Divertissement Inc. with a 75% stake.
During the fiscal year, the liquidation of Digital Bros Holdings Ltd. was finalized .
At the end of the fiscal year, the Company performed impairment tests on all investments with a significant carrying amount, as well as on investments whose carrying amount exceeded the Company’s share of the investee’s equity at the reporting date. For each of these investments, the carrying amount was compared with its recoverable amount.
Impairment testing as of June 30th, 2026 was based on the expected cash flows and revenues included in t he 2027 -
2031 Strategic Plan, approved by the Board of Directors on July 20th, 2026, and reflected the expected development of the underlying businesses. The long -term growth rate (“g”) ranged between 0% and 1.0%, unchanged compared to the previous fiscal year. The discount rates applied were determined based on the Weighted Average Cost of Capital (“WACC”), taking into account the expected return on invested capital and financing costs for a sample of comparable companies operating in the same industry, as well as the country in which each investee operates.
The WACC used for the impairment test s performed on equity investments by geographical area are as follows.
2026 Italy Netherlands UK Czech Republic WACC post tax 9,7% 9,15% 10,67% 10,51%
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 61 The WACC used for impairment testing on equity investments in the previous fiscal year was:
2025 Italy Netherlands UK Czech Republic WACC post tax 10.14% 9.38% 11.04% 10.74% A reasonably possible change in the key assumptions used to determine the recoverable amount, namely a ±1% change in the discount rate, would not have a significant impact on the results of the impairment tests.
The investments in Seekhana Ltd. and Rasplata B.V . had already been fully impaired in the previous fiscal year by Euro 505 thousand and Euro 2,269 thousand, respectively.
The investment in Digital Bros Game Academy S.r.l., which had been impaired by Euro 143 thousand as of June 30th, 2025, was further impaired for Euro 12 thousand during the current fiscal year, based on the outcome of the impairment test.
Equity investments in associates Investments in associates and joint ventures decreased by Euro 6,987 thousand, reflecting:
• a negative alignment of Euro 5,682 thousand of the carrying amount of the investment in Starbreeze after the recognition of the pro -quota losses of the associate’s under IAS 28 as of June 30th, 2026. The fair value of the investment amounted to Euro 2.8 million, based on the market price of Starbreeze shares at
that date;
• a decrease of Euro 1,305 thousand after the sale of the 50% of the Spanish joint venture MSE&DB S.L.
for a nominal consideration of Euro 5 thousand . The disposal was agreed as part of an overall amendment to the contractual arrangements for Blades of Fire, which also provided for a reduction in the applicable royalty rate , as previously described.
Other e quity investments Other investments increase by Euro 62 thousand, as a result of the fair value measurement of the no. 70,000 shares held in Noobz from Poland S.A., representing 4.5% of its share capital and listed on the NewConnect market of the Warsaw Stock Exchange. As the investment is classified as a financial asset at fair value through other comprehensive income, th e difference between its carrying amount and market value as of June 30th, 2026 was recognised in other comprehensive income and accumulated in an equity reserve.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 62 5 Non-current receivables and other assets Non-current receivables and other assets amount to Euro 641 thousand, unchanged from the previous fiscal year:
Euro thousand June 30th 2026 June 30th 2025 Changes Guarantee deposit – rental of offices in Via Tortona, Milan 635 635 0 Other guarantee deposits 6 6 0 Total non -current receivables and other assets 641 641 0 Non-current receivables and other assets consist entirely of security deposits relating to contractual obligations.
The most significant amount relates to Euro 635 thousand paid to Matov Imm. S.r.l. as a security deposit for the lease of the Company’s offi ces at Via Tortona 37 in Milan.
6. Deferred tax assets As of June 30th, 2026, deferred tax assets amount to Euro 425 thousand, decreasing by Euro 4,346 thousand compared to June 30th, 2025. They consist of Euro 413 thousand relating to IRES and Euro 12 thousand relating to IRAP.
The most significant change related to the reversal of deferred tax assets accumulated up to May 15th, 2025 when the investment in Starbreeze was measured at fair value through other comprehensive income (OCI). The related fair value changes, based on the difference between the carrying amount and the market value of the Starbreeze shares, were recognised in OCI and accumulated in an equity reserve.
Deferred tax assets are recognised on temporary differences between the tax bases of assets and liabilities and their carrying amounts and are measured using the tax rates expected to apply when the temporary differences reverse, based on tax rates that have been enacted or substantively e nacted. The IRES tax rate applied was 24%.
The following table provides a breakdown of the temporary differences relating to IRES as of June 30th, 2026, together with comparative figures for the previous fiscal year:
Description Temporary
differences as
of June 30, 2025 Changes in
temporary
differences in the
year Temporary
differences as
of June 30, 2026 Defered tax assets for IRES as of June 30th,
2026a)
Taxed loss allowance on receivables 917 0 917 220 Directors’ remuneration not accrued in the fiscal year 99 244 343 82 Employee termination benefits
(TFR) 207 (8) 199 48
Inventory obsolescence provision 221 0 221 53 Securities valuation reserve 18,390 (18,341) 49 12 Other (8) 0 (8) (2) Total 19,826 (18,104) 1,722 413 (a) Calculated as 24% of temporary differences
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 63 CURRENT ASSETS As of June 30th, 202 6, the Company had no receivables or payables with a remaining maturity of more than five years, nor any payables secured by collateral over the Company’s assets. There were no significant effects from changes in foreign exchange rates after the end of the fiscal year , nor any receivables or payables relating to transactions requiring the purchaser to resell the underlying assets at a future date.
The following table provides a breakdown of current assets as of June 30th, 2026 based on the geographical area :
Euro thousand Italy EU Non-EU Total 8 Inventories 996 0 0 996 9 Trade receivables 283 0 0 283 10 Receivables from subsidiaries 54,619 0 12,095 66,714 11 Tax receivables 4,689 0 0 4,689 12 Other current assets 2,106 0 0 2,106 13 Cash and cash equivalents 1,018 0 0 1,018 14 Other financial assets 0 0 0 0 Total current assets 63,711 0 12,095 75,806
8. Inventories
Inventories consist of finished products for resale. During the reporting period, the activities related to the distribution of video games were only limited to the sales of inventories , with purchase of products for resale almost nil. As of June 30th, 202 6, inventories decreased by Euro 196 thousand.
Inventories are recognised net of obsolescence adjustments, which amount to Euro 100 thousand during the fiscal year. Details below:
June 30th, 202 6 June 30th, 2025 Change Video games 669 793 (124) Trading cards 327 399 (72) Total inventories 996 1,192 (196)
9. Trade receivables Changes in trade receivables compared to the prior fiscal year are as follows :
Euro thousand June 30th, 202 6 June 30th, 2025 Change Trade receivables - Italy 751 1,483 (732) Trade receivables - EU 0 35 (35) Trade receivables - Rest of the world 0 0 0 Provision for doubtful accounts (468) (1,191) 723 Total trade receivables 283 327 (43)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 64 Trade receivables amoun t to Euro 283 thousand as of June 30th, 2026, compared to Euro 327 thousand as of June 30th, 2025, a decrease of Euro 43 thousand. The Company’s trade receivables mainly relate to Italian customers.
Trade receivables are recognised net of the provision for doubtful accounts . The provision for doubtful accounts amounts to Euro 468 thousand, decreas ing by Euro 723 thousand compared to June 30th, 2025, following its utilisation to write off certain receivables that were no longer considered recoverable. The provision is estimated based on both an individual assessment of each receivable to determine its recoverability and the application of IFRS 9.
The following table break s down trade receivables as of June 30th, 202 6 by due date, together with comparative figures as of June 30th, 2025. All figures are stated net of the provision for doubtful accounts:
Euro thousand June 30th, 2026 % on total June 30th, 202 5 % on total Current 175 62% 214 65% 0 - 30 days overdue 0 0% 0 0% 30 - 60 days overdue 0 0% 0 0% 60 - 90 days overdue 0 0% 0 0% > 90 days overdue 108 38% 113 35% Total trade receivables 283 100% 327 100%
10. Receivables from subsidiaries Receivables from subsidiaries amount to Euro 66,714 thousand, increasing by Euro 21,951 thousand compared to the last fiscal year. All receivables from subsidiaries are financial in nature. Details below:
Euro thousand June 30th, 2026 June 30th, 202 5 Change 505 Games S.p.A. 54,619 36,476 18,143 505 Go Inc. 6,682 983 5,699 505 Games Australia Pty Ltd. 3,884 3,581 333 Chrysalide Jeux et Divertissement Inc. 1,482 860 622 505 Games Japan KK 47 37 10 505 Mobile S.r.l. 0 2,826 (2,826) Total receivables from subsidiaries 66,714 44,763 21,951 The most significant change relates to the Euro 18,143 thousand increase in receivables from 505 Games S.p.A.
to finance its investments.
Based on its medium/long -term plans, the Company believes that all receivables from subsidiaries are recoverable.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 65 11. Tax receivables As of June 30th, 202 6, tax receivables amount to Euro 4,689 thousand, decreasing by Euro 1,201 thousand compared to Euro 5,890 thousand as of June 30th, 2025.
Tax receivables as of June 30th, 202 6 are analyzed as follows:
Euro thousand June 30th, 202 6 June 30th, 2025 Change Receivable under domestic tax group consolidation 4,525 5,725 (1,200) Other receivables 164 165 (1) Total tax receivables 4,689 5,890 (1,201) The decrease in the receivable from the national tax consolidation scheme reflects the increase of the taxable income of the Italian subsidiaries.
12. Other current assets Other current assets increase from Euro 1,869 thousand as of June 30th, 2025 to Euro 2,106 thousand . Details are provided in the table below:
Euro thousand June 30th, 202 6 June 30th, 2025 Change V AT receivables 1,563 1,302 261 Receivables from suppliers 340 357 (17) Advances to employees 182 190 (8) Other receivables 21 20 1 Total other current assets 2,106 1,869 237
NET EQUITY
The net equity as of June 30th, 202 6 is as follows :
Euro thousand June 30th, 202 6 June 30th, 2025 Change Share capital 5,740 5,706 34 Legal reserve 1,141 1,141 0 Share premium reserve 19,387 18,528 859 IFRS adoption reserve (142) (142) 0 Reserve for actuarial gains and losses (49) (55) 6 Reserve for measurement of securities (18,316) (13,975) (4,341) Stock option reserve 4,378 4,378 0 Retained earnings 38,814 38,670 144 Application of IFRS 9 (695) (695) 0 Profit /(loss) for the year 10,273 144 10,129 Total shareholders’ equity 60,531 53,700 6,831
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 66 The changes in net equity are detailed in the statement of changes in net equity. A summary is provided below:
Euro thousand June 30th, 202 6 June 30th, 2025 Change Opening net equity 53,700 54,751 (1,051) Share capital increase 34 0 34 Share premium reserve increase 859 0 859 Actuarial gains (losses) 6 6 0 Change in reserve for measurement of securities (4,341) (1,668) (2,673) Change in reserve for financial instruments 0 (3) 3 Stock option reserve 0 470 (470) Profit/(loss) for the year 10,273 144 10,129 Closing net equity 60,531 53,700 6,831 The s hare capital as of June 30th, 202 6 increased by Euro 34 thousand compared to June 30th, 2025, following the subscription of no. 85,000 shares under the Stock Option Plan 2016 -2026. The s hare capital as of June 30th, 2026 amount s to Euro 5,740,014.80 and is divided into no. 14,350,037 ordinary shares with a nominal value of Euro 0.4 each. No other classes of shares are outstanding. There are no rights, privileges or restrictions attached to ordinary shares.
The exercise period of the 2016 -2026 Stock Option Plan expired on June 30th, 2026.
The decrease of Euro 4,341 thousand in the securities valuation reserve reflected:
• the adjustment of Euro 4,388 thousand following the reversal of deferred tax assets recognised up to May 15th, 2025 in connection with the fair value measurement of the Starbreeze shares, for which the difference between the carrying amount and market value had been recognised in an equity reserve;
• the increase of Euro 47 thousand in the valuation reserve relating to the fair value measurement of other investments, reflecting the measurement of the investment held in Noobz from Poland S.A. .
The Company has not issued any profit -sharing shares, bonds convertible into shares or similar securities or instruments.
NON -CURRENT LIABILITIES
19. Employee benefits Employee benefits represent the actuarial value of the Company’s employee termination benefits (“TFR”), as calculated by an independent actuary, and decreased by Euro 11 thousand compared to the previous fiscal year.
For the actuarial valuation as of June 30th, 2026, an iBoxx Corporate A discount rate with a duration of more than ten years was used, consistently with the rate applied at the end of the previous fiscal year. The use of an iBoxx Corporate AA discount rate would not have resulted in significant differences.
The calculation methodology can be summarised as follows:
• projection, for each employee in service at the measurement date, of the TFR accrued as of December 31st, 2006 and subsequently revalued;
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 67 • determination, for each employee, of the probability -weighted TFR payments expected to be made by the Company upon termination of employment due to dismissal, resignation, disability, death or retirement, as well as in the event of requests for advances;
• discounting of each probability -weighted payment.
The estimate is based on the actual headcount as of June 30th, 202 6, which consisted of 31 employees.
The economic and financial assumptions used in the actuarial calculation as of June 30th, 2026 were as follows:
• annual interest rate of 4.02%;
• annual increase in remuneration rate of 3%;
• annual inflation rate of 2%.
The economic and financial parameters used in the actuarial calculation as of June 30th, 2025 were as follows:
• annual interest rate of 3. 7%;
• annual increase in remuneration rate of 3%;
• annual inflation rate of 2%.
The following table presents the movements in TFR during the fiscal year, together with comparative figures for the previous fiscal year:
Euro thousand June 30, 2026 June 30, 2025 Provision for employee termination indemnities as of July 1st, 2025 299 295 Utilization of provision for payments to leavers (14) 0 Provision of the period 138 121 Measurement of supplementary pension schemes (127) (109) Actuarial measurement (8) (8) Provisions for employee termination indemnities as of June 30th, 2026 288 299 The Company does not have any supplementary pension plans in place .
20. Non-current provisions Non-current provisions consist solely o f the sales representatives’ termination indemnity provision. The item amount to Euro 48 thousand as of June 30th, 202 6, a Euro 11 thousand decrease compared to the previous fiscal year.
21. Other non -current payables and liabilities As of June 202 6, similar ly to the previous fiscal year , there are no other non -current payables and liabilities.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 68 CURRENT LIABILITIES The following table breaks down total current liabilities as of June 30th, 202 6 by geographical area:
Euro thousands Italy Other EU NON -EU Total 23 Trade payables (1,109) (79) 0 (1,188) 24 Payables to subsidiaries (17,871) (2,058) (7,463) (27,392) 25 Tax payables (124) 0 0 (124) 26 Current provisions 0 0 0 0 27 Other current liabilities (1,068) 0 0 (1,068) 28 Current financial liabilities (6,120) 0 0 (6,120) Total current liabilities (26,292) (2,137) (7,463) (35,892) 23. Trade payables Trade payables due within a year increas e by Euro 176 thousand and mainly consist of payables for the purchase of services. The balance is analy sed below:
Euro thousand June 30th, 2026 June 30th, 2025 Change Trade payables – Italy (1,109) (1,226) 117 Trade payables – EU (79) (138) 59 Trade payables – Rest of world 0 0 0 Total trade payables (1,188) (1,364) 176 24. Payables to subsidiaries Payables to subsidiaries amount to Euro 27,392 thousand, decreasing by Euro 14,70 7 thousand compared to the previous fiscal year. They are analyzed as follows:
Euro thousand June 30th, 2026 June 30th, 2025 Change Kunos Simulazioni S.r.l. (12,539) (15,961) 3,422 505 Games (US) Inc. (3,555) (2,377) (1,178) Supernova Games Studios S.r.l. (2,184) (1,776) (408) Ingame Studios a.s. (2,058) (1,619) (439) 505 Mobile S.r.l. (2,012) 0 (2,012) 505 Games Ltd. (1,726) (8,582) 6,856 DR Studios Ltd. (993) (6,450) 5,457 505 Games Mobile (US) (949) (923) (26) Avantgarden S.r.l. (901) (436) (465) Digital Bros Asia Pacific (HK) Ltd. (135) (183) 48 Digital Bros Game Academy S.r.l. (109) (321) 212 Digital Bros China (Shenzen) Ltd. (105) (91) (14) Game Entertainment S.r.l. (98) (169) 71 505 Pulse S.r.l. (28) (128) 100 505 Games GmbH 0 (2,975) 2,975 Digital Bros Holdings Ltd. 0 (106) 106 Total (27,392) (42,097) 14,707 The most significant change relates to the amounts payable to 505 Games Ltd. and DR Studios Ltd .. During the fiscal year, these subsidiaries distributed dividends to the Company, which were settled through the intercompany current accounts used to offset balances between Group companies on a quarterly basis.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 69 25. Tax payables Tax payables decrease from Euro 132 thousand to Euro 124 thousand as of June 30th, 202 6. Tax payables primarily consist of payables related to salaries, additional monthly salary payments and the Directors’ remuneration for the month of July 2026 .
26. Current provisions As of June 30th, 202 6, there are no current provisions, consistent with the previous fiscal year.
27. Other current liabilities Other current liabilities increase by Euro 244 thousand , from Euro 824 thousand to Euro 1,068 thousand . Details are provided below:
Euro thousand June 30th, 2026 June 30th, 2025 Change Amounts due to social security institutions (218) (188) (30) Amounts due to employees (842) (592) (250) Amounts due to contract staff 0 (36) 36 Other payables (8) (8) 0 Total other current liabilities (1,068) (824) (244)
Amounts due to employees include the accruals for unused holiday and leave, the fourteenth -month salary payment and the variable remuneration component, which had not been accrued at the end of the previous fiscal year.
NET FINANCIAL POSITION
The Company’s net financial position as of June 30th, 202 6 is analyzed in detail below with c omparative figures from the previous fiscal year :
Euro thousand June 30th, 2026 June 30th, 2025 Change 10 Receivables from subsidiaries 66,714 44,763 21,951 13 Cash and cash equivalents 1,018 20 998 14 Other current financial assets 0 1,041 (1,041) 24 Payables to subsidiaries (27,392) (42,097) 14,705 28 Current financial liabilities (6,120) (7,852) 1,732 Current net financial position 34,220 (4,125) 38,345
7 Non-current financial assets 0 19,046 (19,046) 22 Non-current financial liabilities (333) (934) 601 Non-current financial liabilities (333) 18,112 (18,445)
Total net financial position 33,887 13,987 19,900 The net financial position was positive at Euro 33,887 thousand, increasing by Euro 19,900 thousand compared to Euro 13,987 thousand as of June 30th, 2025. The net financial position, excluding the impact of IFRS 16, was positive at Euro 34,796 thousand compared to Euro 15,490 thousand as of June 30th, 2025 .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 70 Current net financial position Changes in receivables and payables related to the Company’s subsidiaries have been described above.
13. Cash and cash equivalents Cash and cash equivalents amount to Euro 1,018 thousand as of June 30th, 202 6, an increase of Euro 998 thousand compared to June 30th, 2025. They have no encumbrances and consist entirely of current account deposits available on demand.
14. Other financial assets As of June 30th, 2026, there were no other financial assets.
In the previous fiscal year, other current financial assets amounted to Euro 1,041 thousand a nd related entirely to the portion due within 12 months of the financial receivable from Rasplata B.V . related to the loan granted by the Company to the Dutch subsidiary . The balance was fully settled during the fiscal year following the transfer to 505 Games S.p.A. of the intellectual property, trademark and technology relating to Crime Boss: Rockay City . As a result of the transaction, the amounts due between the two subsidiaries were offset through the intercompany current accounts managed by Digital Bros as part of the Group’s centralised cash management system.
28. Current financial liabilities Total current financial liabilities consist of loans to subsidiaries due within a year and other current financial liabilities for a total of Euro 6,120 thousand. Details are as follows:
Euro thousands June 30th, 202 6 June 30th, 2025 Change Liabilities for bank accounts (29) (902) 873 Liabilities for bank loans relating to import (5,509) (6,358) 849 Lease contracts liabilities (576) (575) (1) Other current financial liabilites (6) (17) 11 Total current financial liabilities (6,120) (7,852) 1,732 7. Non current financial assets As of June 30th, 2026, there were no other non -current financial assets. As of June 30th, 2025, the balance amounted to Euro 19,046 thousand and consisted entirely of the portion due beyond 12 months of the financial receivable from Rasplata B.V ., net of a loss allowance of Euro 9,146 thousand.
22. Non-current financial liabilities Non-current financial liabilities only consist of other non -current financial liabilities of Euro 333 thousand , relating to the long -term portion of lease liabilities recognized in accordance with IFRS 16 .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 71 The following table shows finance and operating lease payments by maturity:
Euro thousand June 30, 202 6 June 30, 2025 Change Within 1 year 582 592 (10) 1-5 years 333 934 (601) Beyond than 5 years 0 0 0 Total 915 1.526 (611) The following table details the net financial position in accordance with the Guidelines on disclosure requirements pursuant to the regulation on the prospectus issued by ESMA (European Securities and Markets Authority) on March 4th, 2021:
Euro thousand June 30, 2026 June 30,
2025 Change
A. Cash 1,018 20 998 n.m.
B. Cash equivalents 0 0 0 0.0% C. Other current financial assets 66,714 45,804 20,910 45.7% D. Liquidity (A + B + C) 67,732 45,824 21,908 47.8% E. Current financial debt1 27,392 42,097 (14,705) -34.9% F. Current portion of non -current financial debt 6,120 7,852 (1,732) -22.1% G. Net current financial indebtedness (E+F) 33,512 49,949 (16,437) -32.9% H. Net current financial indebtedness (G -D) (34,220) 4,125 (38,345) n.m.
I. Non-current financial debt2 333 934 (601) -64.3% J. Debt instruments 0 0 0 0.0% K. Non-current financial other payables 0 0 0 0.0% L. Non-current financial indebtedness (I+J+K) 333 934 (601) -64.3% M. Total financial indebtedness (H+L) (33,887) 5,059 (38,946) n.m.
1 with debt instrument, but without the current portion of the non -current financial debt 2 without the current portion of debt instruments As of June 30th, 2026, there was no difference between total financial indebtedness as presented in the table above and the net financial position discussed in the previous paragraph. As of June 30th, 2025, the difference of Euro 19,046 thousand related to the portion due after 12 months of the financial receivable from the Dutch subsidiary Rasplata B.V . .
CONTRACTUAL OBLIGATIONS AND RISKS
Contractual obligations relating to credit mandates decreased by Euro 16,233 thousand, from Euro 41,283 thousand to Euro 25,050 thousand as of June 30th, 2026. The following table details these commitments:
Euro thousand June 30, 202 6 June 30, 2025 Change UniCredit credit mandate 4,750 12,600 (7,850) Intesa SanPaolo credit mandate. 11,650 14,100 (2,450) Banco BPM credit mandate 4,500 10,350 (5,850) Monte dei Paschi credit mandate 4,150 4,233 (83) Total 25,050 41,283 (16,233)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 72 6. PROFIT AND LOSS STATEMENT 3. Net revenue Total net revenue amounted to Euro 5,347 thousand, compared to Euro 6,971 thousand as of June 30th, 2025.
Euro thousand June 30, 202 6 June 30, 2025 Change Change % Gross sales – Italy 5,347 6,971 (1,624) -23.3% Gross sales – Other countries 0 0 0 0.0% Total gross revenue 5,347 6,971 (1,624) -23.3% Total revenue adjustments 0 0 0 0.0% Total net revenue 5,347 6,971 (1,624) -23.3% Total gross revenues amounted to Euro 5,347 thousand , decreasing by 23.3% from Euro 6,971 thousand in the previous fiscal year. The performance is consistent with the continued reduction in distribution activities over recent years.
Gross revenue is analyzed as follows:
Euro thousand June 30, 2026 June 30, 2025 Change % Revenue from video games for consoles 205 637 (432) -67.8% Revenue from trading cards 40 673 (633) -94.1% Revenue from other products and services 5,102 5,661 (559) -9.9% Total gross revenue 5,347 6,971 (1,624) -23.3% Revenues from other products and services consist of the coordination activities performed by the Company for its subsidiaries , including centralised services relating to finance , management control, human resources management and business development.
8. Cost of sales Cost of sales is analyzed as follows :
Euro thousand June 30, 2026 June 30, 2025 Change % Purchases of products for resale (27) (29) 2 -6.0% Change in inventories of finished products (196) (757) 561 -74.2% Total cost of sales (223) (786) 563 -71.6% Consistent with the previous fiscal year, distribution activities during the period were limited to the sale of existing inventories, as reflected in the almost complete elimination of purchases of products for resale. Inventories of finished goods decreas ed by Euro 196 thousand.
10. Other income Other income amounted to Euro 380 thousand and included Euro 212 thousand relating to the insurance reimbursement received for damage s to the warehouse in Trezzano sul Naviglio. The remaining amount related to the recharge of costs incurred on behalf of subsidiaries.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 73 11. Costs of services Costs for services are detailed as follows :
Euro thousand June 30, 2026 June 30, 2025 Change Change % Advertising, marketing, trade fairs and exhibitions (1) (22) 21 -96.3% Transport and freight (5) (10) 5 -51.0% Sub-total: sales related services (6) (32) 26 -82.0% Sundry insurance (34) (27) (7) 26.2% Legal and notary consultancy fees (1,232) (1,359) 127 -9.4% Postage and telegraph (204) (193) (11) 5.6% Travel and subsistence costs (86) (175) 89 -50.8% Utilities (84) (95) 11 -12.0% Maintenance (78) (86) 8 -9.5% Statutory Auditors’ fees (74) (74) 0 0.0% Sub-total: general services (1,792) (2,009) 217 -10.8% Intercompany services (102) (730) 628 -86.1% Total costs for services (1,900) (2,771) 871 -31.4% Total costs for services amounted to Euro 1,900 thousand, decreas ing by Euro 871 thousan d compared to the previous fiscal year, as a result of lower intercompany services for Euro 628 thousand and lower consultancy fees for Euro 127 thousand .
12. Lease and rental costs Lease and rental costs amounted to Euro 300 thousand compared to Euro 324 thousand as of June 30th, 2025. As of June 30th, 2026, they included Euro 203 thousand of ancillary expenses relating to the rental of the Company’s offices and Euro 97 thousand of lease costs for cars and warehouse equipment that do not fall within the scope of application of IFRS 16 because of their small amount or the short residual duration of the lease.
13. Payroll costs Payroll costs include the Directors’ fees approved by the Shareholders’ Meeting, the amounts paid to temporary workers and contract staff and the cost of cars assigned to employees. Payroll costs a mounted to Euro 4,663 thousand, increasing by Euro 182 thousand compared to the previous fiscal year:
Euro thousand June 30, 202 6 June 30, 2025 Change Change % Wages and salaries (2,323) (2,071) (252) 12.2% Social contributions (869) (792) (77) 9.8% Employee termination indemnity (139) (123) (16) 12.7% Stock option plan 0 (470) 470 n.m.
Directors’ fees (1,210) (965) (245) 25.4% External collaborators (41) 0 (41) n.m.
Agents’ commission 0 (3) 3 -88.4% Other payroll costs (81) (57) (24) 41.8% Total payroll costs (4,663) (4,481) (182) 4.1% Total payroll costs increased during the current fiscal year, reflecting the accrual of variable remuneration for employees and Directors, which had not been accrued in the previous fiscal year .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 74 Payroll costs include wages and salaries, social contributions and the employee termination indemnity. Details
below :
Euro thousand June 30, 202 6 June 30, 202 5 Change Change % Wages and salaries (2,323) (2,071) (252) 12.2% Social contributions (869) (792) (77) 9.8% Employee termination indemnity (139) (123) (16) 12.7% Total payroll costs (3,332) (2,986) (346) 11.6% Average number of employees 34 35 (1) -2.9% Average cost per employee (98) (85) (13) 14.9% The average cost per employee amounted to Euro 98 thousand, increased compared to the previous fiscal year as a result of the recognition of the variable remuneration.
As of June 30th, 2026, the Company’s workforce decreased by four employees compared to June 30th, 2025. The breakdown by category is as follows:
Category June 30th, 2026 June 30th, 2025 Change Managers 6 6 0 Office workers 22 25 (3) Blue -collar workers and apprentices 3 4 (1) Total employees 31 35 (4) The average number of employees for the fiscal year is calculated based on the number of employees at the end of each month. The table below provides a breakdown by category, together with comparative figures for the previous
fiscal year:
Category Average no. in 2026 Average no. in 2025 Change Managers 6 6 0 Office workers 25 25 0 Blue -collar workers and apprentices 3 4 (1) Total employees 34 35 (1) The Company’s e mployees are contracted under the current Confcommercio national collective employment agreement for the commercial . distribution and services sector.
14. Other operating costs Total other operating costs amounted to Euro 435 thousand, down 7.2%. The following table provides details of operating costs, together with prior fiscal year comparatives:
Euro thousand June 30, 202 6 June 30, 202 5 Change Change % Purchases of sundry materials (10) (19) 9 -49.2% General & administrative costs (372) (382) 10 -2.6% Entertainment expenses 0 (4) 4 -90.7% Bank charges (53) (64) 11 -16.8% Total other operating costs (435) (469) 34 -7.2%
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 75 21. Depreciation, amortization and impairment adjustments Euro thousand June 30, 202 6 June 30, 202 5 Change Change % Depreciation and amortisation (826) (835) 9 -1.0% Provisions 0 414 (414) n.m.
Asset impairment ch arge (74) (8,313) 8,239 -99.1% Impairment reversal 6,973 0 6,973 n.m.
Total depreciation, amortization and impairment adjustments 6,073 (8,734) 14,807 n.m.
Total depreciation, amortization and impairment adjustments was positive at Euro 6,073 thousand compared to the negative Euro 8,734 thousand in the previous fiscal year. The change mainly reflected the reversal of Euro 6,973 thousand of the impairment loss recognised on the financial receivable from Rasplata B.V . in the previous fiscal year, which originally amounted to Euro 8,042 thousand. The reversal followed the repayment of the receivable by the subsidiary during the fiscal year .
Asset impairment cha rges as of 30th, 202 6 are analyzed as follows:
Euro thousand June 30, 202 6 June 30, 202 5 Change Impairment of the investment in Rasplata BV 0 (8,042) 8,042 Impairment of the investment in Game Network S. r.l 0 (159) 159 Impairment adjustment to trade receivables (42) (78) 36 Impairment of the investment in Digital Bros Holdings Ltd. (20) 0 (20) Impairment of the investment in Digital Bros Game Academy S.r.l. (12) (34) 22 Total asset impairment change (74) (8,313) 8,239 25. Net financial income/ (expenses) Net financial income amounted to Euro 5,720 thousand compared to Euro 10,405 thousand in the previous fiscal year. Furter details are analy sed as follows:
Euro thousand June 30, 202 6 June 30, 202 5 Change Change % 23 Interest and financial income 13,413 13,402 11 0.1% 24 Interest and financial expenses (7,693) (2,997) (4,696) n.m.
25 Net interest and financial income 5,720 10,405 (4,685) -45.0% Details about net interest and financial income are provided in the table below:
Euro thousand June 30, 202 6 June 30, 202 5 Change Change % Dividends from subsidiaries 12,000 10,000 2,000 20.0% Financial income 579 2,419 (1,840) -76.1% Currency exchange gains 834 983 (149) -15.2% Net interest and financial income 13,413 13,402 11 0.1% Dividends received during the fiscal year were entirely distributed by Kunos Simulazioni S.r.l. and increased by Euro 2,000 thousand compared to the previous fiscal year.
Financ ial income relates to the interest accrued on the loan granted to the subsidiary Rasplata B.V . up to December 31st, 2025, as previously described.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 76 Financial expenses amounted to Euro 7,693 thousand and included Euro 5,68 3 thousand relating to the Company’s share of losses of the associate Starbreeze, recognised in accordance with IAS 28. Until May 15th, 2025, the investment had instead been measured at fair value, with changes in fair value recognised in other comprehensive income.
Interest and financial expenses are analyzed as follows:
Euro thousand June 30, 2026 June 30, 2025 Change Change % Interest expenses on bank accounts (392) (450) 58 -12.9% Interest expenses on loans and leases (21) (32) 11 -34.3% Interest expense on borrowings 0 (7) 7 n.m.
Total interest expenses on sources of finance (413) (489) 76 -15.6% Currency exchange losses (297) (880) 583 -66.3% Share of losses of Starbreeze (5,683) (1,628) (4,055) n.m.
Impairment of the investment in MSE&DB S.L. (1,300) 0 (1,300) n.m.
Total interest and financial expenses (7,693) (2,997) (4,696) n.m.
29. Total taxes Current and deferred taxes as of June 30th, 2026 are detailed as follows :
Euro thousand June 30, 2026 June 30, 2025 Change Change % Current taxes 216 136 80 58.9% Deferred taxes 58 29 29 98.1% Total taxes 274 165 109 65.9% Current taxes for the fiscal year were follows Euro thousand June 30, 2026 June 30, 2025 Change Change %
IRES 216 136 80 58.8%
IRAP 0 0 0 n.m.
Total current taxes 216 136 80 58.8%
IRES for the period is as follows:
Euro thousand June 30, 2025 June 30, 2024 Change Taxable income for IRES (979) (1.016) 37 IRES rate 24.0% 24.0% IRES for the period 235 244 (9) Prior fiscal year taxes (19) (108) 89 IRES for the period 216 136 80
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 77 IRES for the period is reconciled with the result reported in the financial statements as follows Euro thousand June 30, 202 6 June 30, 202 5 Company’s profit before tax 9,999 (20) IRES rate 24.0% 24.0% Theoretical tax charge (2,400) -24.0% 5 -24.0% Tax effect of non -taxable dividends 2,736 27.4% 2,280 n.m Tax effect of of non-taxable reversals of impairment losse s 1,674 16.7% 0 n.m Net tax effect of non-deductible costs (1,715) -17% (2,110) n.m Net tax effect of the reversal of deferred tax assets not included in the items above (60) 69 Taxes on income for the year and effective tax rate 235 2.3% 244 n.m.
The Company did not recognise any IRAP expense for the fiscal year ended June 30th, 2026, due to the absence of a taxable base, consistent with the previous fiscal year. The reconciliation of the IRAP tax expense for the fiscal year is presented below:
Euro thousand June 30, 202 6 June 30, 202 5 Operating margin/EBIT of the Company 861 1,501 IRAP rate 5.57% 5.57% Theoretical IRAP (48) -5.6% (84) -5.6% Tax effect of non -deductible costs 93 10.8% 97 6.5% Tax on income for the period and effective tax rate 0 0.0% 0 0.0% Digital Bros S.p.A falls within the scope of application of the 5.57% IRAP rate for industrial holding companies.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 78 7. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (IFRS 7) The main financial instruments used by the Company are:
• Bank overdrafts;
• Sight and short -term bank deposits;
• Import financing;
• Export financing;
• Commercial credit lines (factoring of trade receivables and advances on notes);
• Finance leases;
• Medium -term product development financing.
The purpose of these instruments is to finance the Company’s operating a ctivities.
Credit facilities granted to the Company and utilized as of June 30th, 2026 are as follows:
Euro thousands Total amount Disposed Available Bank overdrafts 1,050 29 1,021 Short term financing 6,000 5,508 492 Advances on invoices and cash orders subject to collection 1,000 0 1,000 Total 8,050 5,537 2,513 Credit facilities as of June 30th, 2025 were as follows:
Euro thousands Total amount Disposed Available Bank overdrafts 1,200 902 298 Short term financing 6,500 6,358 142 Advances on invoices and cash orders subject to collection 1,000 0 1,000 Total 8,700 7,260 1,440
The Company seeks to maintain an appropriate balance between short -term and medium/long -term financing. Its core business, namely the marketing of videogames, mainly requires investments in net working capital, which are financed through short -term credit facilities, while long -term investments are generally financed through medium/long -term credit facilities.
Accordingly, medium/long -term financial liabilities have a well -balanced maturity profile.
.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 79 Financial instruments: Digital Bros S.p.A. balance sheet as of June 30th, 202 6 Category of financial assets in terms of IFRS 9 Financial instruments – Assets as of June 30, 202 6 (in Euro thousands ) FVTPL Assets at amortized cost FVTOCI Carrying amount as of June 30, 202 6 Notes
Non-current receivables and other assets - 641 - 641 5 Non-current financial assets - 0 - 0 7 Trade receivables - 283 - 283 9 Receivables from subsidiaries - 66,714 - 66,714 10 Other current assets - 2,106 - 2,106 12 Cash and cash equivalents - 1,018 - 1,018 13 Other current financial assets - 0 - 0 14 Total - 70,762 - 70,762 Category of financial liabilities in terms of IFRS 9 Financial instruments – Liabilities as of June 30, 20 26 (in Euro thousands) FVTPL Liabilities at amortized cost FVTOCI Carrying amount as of June 30, 202 6 Notes
Other non -current liabilities - - - - 21 Non-current financial liabilities - 333 - 333 22 Trade payables - 1,188 - 1,188 23 Payables to subsidiaries - 27,392 - 27,392 24 Other current liabilities - 1,068 - 1,068 27 Current financial liabilities - 6,120 - 6,120 28 Total - 36,101 - 36,101
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 80 Financial instruments: Digital Bros S.p.A. balance sheet as of June 30th, 2025 Category of financial assets in terms of IFRS 9 Financial instruments – Assets as of June 30th, 2025 (in Euro thousands) FVTPL Assets at amortized cost FVTOCI Carrying amount as of June 30, 2025 Notes -
Non-current receivables and other assets - 641 - 641 5 Non-current financial assets - 19,046 - 19,046 7 Trade receivables - 327 - 327 9 Receivables from subsidiaries - 44,763 - 44,763 10 Other current assets - 1,869 - 567 12 Cash and cash equivalents - 20 - 20 13 Other current financial assets - 1,041 - 1,041 14 Total - 67,707 - 66,405 Category of financial liabilities in terms of IFRS 9 Financial instruments – Liabilities as of June 30th, 2025 (in Euro thousands) FVTPL Liabilities at amortized cost FVTOCI Carrying amount as of June 30, 202 5 Notes
Other non -current liabilities - - - - 21 Non-current financial liabilities - 934 - 934 22 Trade payables - 1,364 - 1,364 23 Payables to subsidiaries - 42,097 - 42,097 24 Other current liabilities - 824 - 824 27 Current financial liabilities - 7,852 - 7,852 28 Total - 53,071 - 53,071
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 81 The main risks deriving from the Company’s financial instruments are:
• Foreign rate risk;
• Interest rate risk;
• Liquidity risk .
Interest rate risk The Company is exposed to the risk of rising interest rates on short -term financial instruments, as any increase cannot be immediately passed through to sales prices.
Liquidity Risk
Videogame development requires significant upfront investment, while the related cash inflows are often generated only after a development cycle lasting several years. This timing mismatch may require the Group to use external financing to fund its develop ment pipeline and meet its other financial commitments.
The Group’s ability to raise financing depends on credit market conditions, the terms offered by financial institutions and its own financial performance and financial position. A deterioration in market conditions or in the Group’s credit profile could ma ke new financing, or the renewal of existing facilities, more difficult or expensive to obtain. If sufficient funding were not available when required, the Group could be constrained in its ability to fund planned investments or meet its financial commitme nts, potentially affecting the execution of its business plans and its financial performance.
Liquidity is managed centrally by the Group’s treasury function, which monitors cash flows, funding needs and available liquidity to ensure that adequate financial resources are available when required. The Group has also reduced its reliance on external f inancing through cash generated from operations. The improvement in the Group’s financial position and strong EBITDA have contributed to an improvement in its credit rating and a corresponding reduction in borrowing costs. The short - and medium/long -term p lanning process also provides forward visibility over the Group’s funding needs. Based on its short - and medium/long -term forecasts, the Group expects its available financial resources, together with cash flows generated from operating activities, to be sufficient to fund planned investments and working capital requirements and to meet its financial obligations as they fall due. The planning process also enables the Group to identify any additional funding requirements well in advance Foreign Exchange Risk The Group’s exposure to the US dollar from sales denominated in that currency is partly offset by the fact that a significant number of its videogame development agreements are also denominated in US dollars. An adverse movement in the Euro/US dollar excha nge rate would increase development costs and royalties payable after release but would also increase the Euro value of US dollar -denominated revenues. The opposite would apply in the event of a favourable exchange rate movement.
The Group is also exposed to fluctuations in the Chinese Renminbi following the launch of Wuchang: Fallen Feathers. The title’s strong performance in China has increased the Group’s exposure to the currency and, as a result, movements in the Euro/Renminbi exchange rate may affect the Euro value of revenues generated in Renminbi. .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 82 The following table shows the Group's financial obligations by contractual maturity, in the worst -case scenario and using undiscounted amounts, considering the earliest date by which the Company could be asked for payment and providing the number of the relevant note .
Financial liabilities as of June 30th, 202 6 (Euro thousand) Carrying amount Within a year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5
years More
than 5
years Total Notes
Non-current financial liabilities 333 333 0 333 22 Current financial liabilities 6,120 6,120 6,120 28
Total 6,453 6,120 333 0 6,453
Financial liabilities as of June 30th, 2025 (Euro thousand) Carrying amount Within a year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5
years More
than 5
years Total Notes
Non-current financial liabilities 934 610 324 934 22 Current financial liabilities 7,852 7,852 7,852 28
Total 8,786 7,852 610 324 8,786
The Company has sufficient financial resources to meet its obligations that are due within the fiscal year, relying on available liquidity, u nused credit lines and facilities amounting to approximately Euro 2.5 million as of the reporting date, and on cash flows generated by its core operations.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 83 Fair value of financial assets and liabilities and valuation techniques The table below presents the fair value of financial assets and liabilities, classified according to the valuation methods and techniques used to determine their fair value.
Financial assets for which fair value cannot be objectively determined are not presented.
The fair value of amounts due to banks was calculated based on the yield curve at the reporting date, without making any assumptions regarding credit spreads.
The fair value of financial instruments quoted in an active market is based on market prices at the reporting date.
The market prices used are bid or ask prices, depending on whether the position held is an asset or a liability. The fair value of financial instruments not quoted in an active market and of derivative financial instruments is determined using commonly accepted market valuation models and techniques based on observable market inputs.
Fair value has not been separately calculated for trade receivables and payables and other financial assets, as their carrying amounts approximate their fair value.
With regard to lease liabilities and amounts due to other lenders, their fair value is not considered to differ significantly from their carrying amount.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 84 Euro thousand Carrying amount as of June 30th, 2026 Mark to Market Mark to Model Total fair value Notes Fair Value Fair Value
Non-current financial assets 0 0 - 0 7 Receivables from subsidiaries 66,714 66,714 66,714 10 Cash and cash equivalents 1,018 1,018 - 1,018 13 Other current financial assets 0 0 - 0 14 Non-current financial liabilities 333 333 - 333 22 Payables to subsidiaries 27,392 27,392 27,392 24 Current financial liabilities 6,120 6,120 - 6,120 28
Euro thousand Carrying amount as of June 30th, 2025 Mark to Market Mark to Model Total Fair value Notes Fair Value Fair Value
Non-current financial assets 19,046 19,046 - 19,046 7 Cash and cash equivalents 20 20 - 20 13 Other current financial assets 1,041 1,041 - 1,041 14 Non-current financial liabilities 934 934 - 934 22 Current financial liabilities 7,852 7,852 - 7,852 28
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 85 Fair Value hierarchy For financial instruments measured at fair value, IFRS 7 requires fair value measurements to be classified according to a hierarchy that reflects the significance of the inputs used in determining fair value. The following levels are identified:
• Level 1: quoted prices in active markets for the assets or liabilities being measured;
• Level 2: inputs other than quoted prices included within Level 1 that are directly or indirectly observable in the market;
• Level 3: inputs that are not based on observable market data.
In determining the fair value of financial instruments, the Company uses different measurement and valuation techniques. The following table provides a summary of the techniques applied for the fiscal years ended June 30th, 2026 and June 30th, 2025:
Carrying amount as of June 30, 202 6 Instrument Level 1 Level 2 Level 3 Total Notes Investments Listed shares 234 234 4
Carrying amount as of June 30 2025 Instrument Level 1 Level 2 Level 3 Total Notes Investments Listed shares 5,854 5,854 4
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 86 8. NON -RECURRING ITEMS The consolidated profit and loss statement according to the Consob Resolution 15519 of July 27th, 2006 is as
follows:
Euro thousand June 30th, 2026 June 30th, 2025 Total Of which non recurring Total Of which non
recurring
1 Gross revenue 5,347 0 6,971 0 2 Revenue adjustments 0 0 0 0 3 Net revenue 5,347 0 6,971 0
4 Purchase of products for resale (27) 0 (29) 0 5 Purchase of services for resale 0 0 0 0 6 Royalties 0 0 0 0 7 Changes in inventories of finished products (196) 0 (757) 0 8 Total cost of sales (223) 0 (786) 0
9 Gross profit (3+8) 5,124 0 6,185 0
10 Other income 380 0 168 0
11 Costs for services (1,900) 0 (2,771) 0 12 Rent and leasing (300) 0 (324) 0 13 Payroll costs (4,663) 0 (4,481) 0 14 Other operating costs (435) 0 (469) 0 15 Total operating costs (7,298) 0 (8,045) 0
16 Gross operating margin (EBITDA) (9+10+15) (1,794) 0 (1,692) 0
17 Depreciation and amortization (826) 0 (835) 0 18 Provisions 0 0 414 (414) 19 Asset impairment charge (74) 0 (8,313) 0 20 Impairment reversal 6,973 0 0 0 21 Total depreciation, amortization and impairment adjustments 6,073 0 (8,734) (414)
22 Operating margin (EBIT) (16+21) 4,279 0 (10,426) (414)
23 Interest and financial income 13,413 0 13,402 0 24 Interest and other financial expenses (7,693) 0 (2,997) 0 25 Net interest income/(expenses) 5,720 0 10,405 0
26 Profit/ (loss) before tax (22+25) 9,999 0 (21) (414)
27 Current tax 216 0 136 0 28 Deferred tax 58 0 29 0 29 Total taxes 274 0 165 0 30 Net profit/loss (26+29) 10,273 0 144 (414)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 87 9. CONTINGENT ASSETS AND LIABILITIES As of June 30th, 202 6 and consistent with the previous fiscal year, there were no contingent assets and liabilities .
10. RELATED PARTY TRANSACTIONS
All commercial and financial transactions between Digital Bros S.p.A. and its subsidiaries and associates have been conducted at arm’s length and cannot be classified as atypical or unusual transactions, pursuant to Consob Resolution 17221 of March 12th, 2010 .
Transactions between Digital Bros and subsidiaries Commercial and financial transactions between Digital Bros S.p.A. and other Group companies as of June 30th, 2026 were carried out on an arm’s length basis. The following table provides a summary of year -end balances and transactions during the fiscal year, together with comparative figures for the previous fiscal year:
Euro thousands Receivables Payables Revenue Costs Trade Financial Trade Financial 505 Games S.p.A. 0 54,619 0 0 5,102 27 505 Go Inc. 0 6,682 0 0 0 0 505 Games Australia Pty Ltd. 0 3,884 0 0 0 0 Rasplata B.V . 0 2,173 0 0 578 0 Chrysalide Jeux et Divertissement Inc. 0 1,482 0 0 0 0 505 Games Japan KK 0 47 0 0 0 0 Kunos Simulazioni S.r.l. 0 0 0 (12,539) 0 0 505 Games (US) Inc. 0 0 0 (3,555) 0 0 Supernova Games Studios S.r.l. 0 0 0 (2,184) 0 0 Ingame Studios a.s. 0 0 0 (2,058) 0 0 505 Mobile S.r.l. 0 0 0 (2,012) 0 0 505 Games Ltd. 0 0 0 (1,726) 0 0 DR Studios Ltd. 0 0 0 (993) 0 0 505 Games Mobile (US) 0 0 0 (949) 0 0 Avantgarden S.r.l. 0 0 0 (901) 52 0 Digital Bros Asia Pacific (HK) Ltd. 0 0 0 (135) 0 0 Digital Bros Game Academy S.r.l. 0 0 0 (109) 48 0 Digital Bros China (Shenzen) Ltd. 0 0 0 (105) 0 0 Game Entertainment S.r.l. 0 0 0 (98) 0 0 505 Pulse S.r.l. 0 0 0 (28) 0 0 Total 0 68,887 0 (27,392 ) 5,780 27 The balance relating to Rasplata B.V . is presented gross of the related impairment loss.
The Company also centrally manages the Group’s cash resources through intercompany current accounts, to which outstanding balances between the different subsidiaries are transferred at least quarterly. These accounts do not bear interest.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 88 Other related parties Other related party transactions solely refer to the property leased by Matov Imm. S.r.l. to Digital Bros S.p.A..
Matov Imm. S.r.l. is owned by Abramo and Raffaele Galante.
The following table details financial statement balances and total transactions for the period, together with the comparatives for the previous year:
June 30th, 2026 Euro thousands Receivables Payables Revenues Costs Trade Financial Trade Financial Trade Matov Imm. S.r.l. 0 635 0 (909) 0 (798) Total as of June 30th, 2026 0 635 0 (909) 0 (798) June 30th, 2025 Euro thousands Receivables Payables Revenues Costs Trade Financial Trade Financial Matov Imm. S.r.l. 0 635 0 (1,502) 0 (856) Total as of June 30th, 2025 0 635 0 (1,502 ) 0 (856) The financial receivable due to Digital Bros S.p.A. from Matov Imm. S.r.l. relates to the security deposit paid as a guarantee on the lease agreements for the premises located at Via Tortona 37, Milan.
The financial liability reflects the application of IFRS 16 to lease payments that the Company is required to recognize over the period from the reporting date through the contractual expiry.
Tax consolidation
Following the introduction of the tax consolidation regime into the Italian tax system, Digital Bros S.p.A., as the parent company, elected to apply the regime as the consolidating entity together with 505 Mobile S.r.l., Game Entertainment S.r.l., Game Ser vice S.r.l., 505 Games S.p.A., Digital Bros Game Academy S.r.l., Kunos Simulazioni S.r.l., Avantgarden S.r.l., 505 Pulse S.r.l. and Supernova Games S.r.l. .
Participation in the national tax consolidation regime required the adoption of specific rules governing intercompany relationships, aimed at ensuring that none of the participating companies is adversely affected.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 89 The profit and loss statement and the balance sheet statement drafted in accordance with the Consob Resolution No. 15519 of July 27, 2006, are as follows:
Euro thousand June 30th, 2026 June 30th, 2025 Total Of which
non-
recurring Total Of which
non-
recurring
1 Gross revenue 5,347 0 6,971 0 2 Revenue adjustments 0 0 0 0 3 Net revenue 5,347 0 6,971 0
4 Purchase of products for resale (27) 0 (29) 0 5 Purchase of services for resale 0 0 0 0 6 Royalties 0 0 0 0 7 Changes in inventories of finished products (196) 0 (757) 0 8 Total cost of sales (223) 0 (786) 0
9 Gross profit (3+8) 5,124 0 6,185 0
10 Other income 380 0 168 0
11 Costs for services (1,900) 0 (2,771) 0 12 Rent and leasing (300) (202) (324) (250) 13 Payroll costs (4,663) 0 (4,481) 0 14 Other operating costs (435) 0 (469) 0 15 Total operating costs (7,298) (202) (8,045) (250)
16 Gross operating margin (EBITDA) (9+10+15) (1,794) (202) (1,692) (250)
17 Depreciation and amortization (826) (576) (835) (576) 18 Provisions 0 0 414 0 19 Asset impairment charge (74) 0 (8,313) 0 20 Impairment reversal 6,973 0 0 0 21 Total depreciation, amortization and impairment adj . 6,073 (576) (8,734) (576)
22 Operating margin (EBIT) (16+21) 4,279 (778) (10,426) (826)
23 Interest and financial income 13,413 0 13,402 0 24 Interest and other financial expenses (7,693) (20) (2,997) (30) 25 Net interest income/(expenses) 5,720 (20) 10,405 (30)
26 Profit/ (loss) before tax (22+25) 9,999 (798) (21) (856)
27 Current tax 216 0 136 0 28 Deferred tax 58 0 29 0 29 Total taxes 274 0 165 0 30 Net profit/loss (26+29) 10,273 (798) 144 (856)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 90 Balance sheet statement according to the Consob Resolution n . 15519 of July 27th,2006 Euro thousand June 30th, 202 6 June 30th, 202 5 Total Of which with
related
parties Total Of which with
related
parties
Non-current assets
1 Property, plant and equipment 3,281 0 3,653 0 2 Investment properties 0 0 0 0 3 Intangible assets 147 0 194 0 4 Equity investments 16,792 0 23,854 0 5 Non-current receivables and other assets 641 635 641 635 6 Deferred tax assets 425 0 4,771 0 7 Non-current financial activities 0 0 19,046 0 Total non -current assets 21,286 635 52,159 635
Current assets
8 Inventories 996 0 1,192 0 9 Trade receivables 283 0 327 0 10 Trade receivables to subsidiaries 66,714 0 44,763 0 11 Tax receivables 4,689 0 5,890 0 12 Other current assets 2,106 0 1,869 0 13 Cash and cash equivalents 1,018 0 20 0 14 Other current financial assets 0 0 1,041 0 Total current assets 75,806 0 55,102 0
TOTAL ASSETS 97,092 635 107,261 635
Shareholders’ equity
15 Share capital (5,740) 0 (5,706) 0 16 Reserves (6,399) 0 (9,875) 0 17 Treasury shares 0 0 0 0 18 Retained earnings (48,392) 0 (38,119) 0 Total net equity (60,531) 0 (53,700) 0
Non-current liabilities
19 Employee benefits (288) 0 (299) 0 20 Non-current provisions (48) 0 (59) 0 21 Other non -current payables and liabilities 0 0 0 0 22 Non-current financial liabilities (333) (333) (934) (927) Total non -current liabilities (669) (333) (1,292) (927)
Current liabilities
23 Trade payables (1,188) 0 (1,364) 0 24 Payables to subsidiaries (27,392) 0 (42,097) 0 25 Tax payables (124) 0 (132) 0 26 Short term provisions 0 0 0 0 27 Other current liabilities (1,068) 0 (824) 0 28 Current financial liabilities (6,120) (576) (7,852) (575) Total current liabilities (35,892) (576) (52,269) (575)
TOTAL LIABILITIES (36,561) (909) (53,561) (1,502)
TOTAL NET EQUITY AND LIABILITIES (97,092) (909) (107,261) (1,502)
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 91 11. ATYPICAL OR UNUSUAL TRANSACTIONS No atypical or unusual transactions occurred during the fiscal year , as defined by the Consob Communication DEM 6064293 of July 28th, 2006 , consistent with the previous fiscal year.
12. OTHER INFORMATION
Income from equity investments other than dividends The Company did not receive any income from equity investments other than dividends, pursuant to Art. 2425 (15) of the Italian Civil Code.
Directors’ fees
The fees paid to Directors amounted to Euro 1,210 thousand .
Statutory Auditors’ fees The fees paid to members of the Board of Statutory Auditors amounted to Euro 71 thousand .
Financial instruments issued by the Company As of June 30th, 2026, the Company had no financial instruments outstanding, as the exercise period for the options granted under the Stock Option Plan 2016 -2026 expired at the end of the fiscal year.
Shareholders loans with subordination clauses The Company is not party to any shareholder loans with subordination clauses.
Capital earmarked for a specific use The Company has not earmarked any capital for a specific use.
Loans earmarked for a specific use The Company has not earmarked any loans for a specific use.
Off-balance sheet agreements There were no off -balance sheet agreements .
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 92 13. OWNERSHIP STRUCTURE (pursuant to Art. 123 bis T.U.F.) Share capital structure As of June 30th, 2026, the share capital amounted to Euro 5,740,014.80, increasing by Euro 34 thousand compared to June 30th, 2025 following the subscription of no. 85,000 shares under the Stock Option Plan 2016 -2026. It consist s of no. 14,350,037 ordinary shares with a nominal value of Euro 0.4 each.
No other classes of shares are outstanding, and ordinary shares are not subject to any rights, privileges or restrictions.
Restrictions on the transfer of securities There are no statutory restrictions on the transfer of securities, such as limits on the possession of shares or the need to obtain permission from the issuer or from other shareholders.
Securities carrying special rights No securities granting special rights of control have been issued.
Employee share ownership: exercise of voting rights There are no employee share ownership schemes.
Restriction on voting rights There are no restrictions on voting rights .
Shareholders agreements
There are no shareholders’ agreements in place.
Appointment and replacement of Directors and By -law amendments Please refer to the Report on the Corporate governance and ownership structure available in the Governance / Corporate Governance Report section at www.digitalbros.com .
Authorization to increase share capital and/or purchase of treasury shares No powers to authorize share capital increases have been granted to the Board of Directors.
Change of control clauses There are no change of control clauses.
Severance payments to Directors in the event of resignation, dismissal, or termination of the relationship following a public takeover offer No agreements are in place regarding severance payments to Directors in the event of dismissal, resignation, revocation, nor if the termination of the relationship occurs due to a public takeover offer as of the reporting date.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 93 14. ASSETS REV ALUATION No revaluations were made on the Company’s assets pursuant to Art 110 D.L. 104/2020.
15. LOANS GRANTED TO EXECUTIVES AND SUPERVISORY BODIES
No loans have been granted to members of the Company’s administrative, management and supervisory bodies, pursuant to Art. 43 (1) of the Fourth Council Directive 78/660/EEC.
16. AUDIT FEES
Pursuant to Art. 149 - duodecies of the Issuers Regulation , fees paid to the external auditors EY S.p.A. amounted to Euro 124 thousand as of June 30th, 2026.
17. ALLOCATION OF NET PROFIT FOR THE YEAR
As of June 30th, 202 6, the Company realized a net profit of Euro 10,273 thousand. The Board of Directors proposes that the Shareholders’ Meeting approve the distribution of a dividend of Euro 0.21 per share, for a total amount of approximately Euro 3,014 thousand, the allocation of Euro 7 thousand t o the legal reserve and to carry -forward the remaining Euro 7,252 thousand as Retained earnings , based on the number of shares currently outstanding.
Digital Bros S.p.A. – Draft F inancial statements as of June 30th, 202 6 94 STATEMENT PURSUANT TO ART. 154 - BIS (5) OF THE T.U.F.
We, the undersigned, Abramo Galante, Chairman of the Board of Directors and Stefano Salbe, Chief Financial Officer and Financial Reporting Manager of Digital Bros S.p.A , hereby declare, including in accordance with Art.
154-bis (3) and (4) of Legislative Decree 58 of February 24th, 1998:
- the adequacy in relation to the characteristics of the business; and
- the effective application of the administrative and accounting procedures for the preparation of the financial statements for the period July 1st, 2025 – June 30th, 202 6. No significant issues have arisen.
We also confirm that:
1. the financial statements of Digital Bros S.p.A.as of June 30th, 2026:
a. have been prepared in accordance with applicable International Financial Reporting Standards endorsed by the European Union pursuant to Regulation 1606/2002/EC of the European Parliament and the Council of July 19th, 2002;
b. reflect the accounting books and records;
c. give a true and fair view of the results and financial position of the issuer;
2. the Directors’ Report as of June 30th, 202 6 accompanying the financial statements includes a reliable analysis of the results, as well as a description of the main risks and uncertainties to which Digital Bros S.p.A. is exposed.
Milan, September 24th, 202 6
Signed
Chairman of the Board of Directors Chief Financial Officer
Abramo Galante Stefano Salbe