To: The Romanian Financial Supervisory Authority Financial Instruments and Investments Sector
The Bucharest Stock Exchange
Regulated Spot Market, Category Int'l (Shares)
From DIGI COMMUNICATIONS N.V.
CURRENT REPORT
pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
Report date: 15 May 2026
Name of the issuing entity: DIGI COMMUNICATIONS N.V.
(the "Company")
Statutory seat: Amsterdam, The Netherlands
Visiting address: Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania
Phone/Fax/Email +4031.400.65.05 / +4031.400.65.06 /
investor.relations@digi-communications.ro
Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN):
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000
RSIN: 808800322
Romanian Tax Registration Code: RO 37449310
Share Capital: EUR 19,547,067.18
Number of shares in issue: 291,215,226 (of which (i) 184,832,388 class A shares
with a nominal value of ten eurocents (€ 0.10) each and
(ii) 106,382,838 class B shares, with a nominal value of
one eurocent (€ 0.01) each)
Number of listed shares: 106,382,838 class B shares
Regulated market on which the Bucharest Stock Exchange, Main Segment, Category
issued securities are traded: Int'l (Shares)
Important events to be reported: Availability of Q1 2026 financial report
Digi Communications N.V. ("DIGI") informs the market that the Q1 2026 financial report is available starting 15 May 2026, on the Company's website: https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares/quarterly-reports-shares
Digi Communications N.V. reports consolidated revenues and other income
(incl. the extraordinary sale of assets) of 593 million euros in Q1 2026, up 7% year-on-year, and 161.2 million euros of adjusted EBITDA (excluding IFRS16), up 15% year-on-year
Digi Communications consolidated revenues (excl. the extraordinary sale of assets) increased 10% year-on-year (YoY) in Q1 2026, reaching EUR 583 million.
Adjusted EBITDA (excluding the impact of IFRS 16) reached EUR 161.2 million in Q1 2026, a 15% YoY increase following the expansion of customer base.
The Group saw a substantial increase in the number of revenue-generating units (RGUs) surpassing 33 million RGUs (+15% YoY growth), across the entire portfolio of services -mobile, broadband, Pay TV and fixed telephony in Romania, Spain, Portugal and Italy.
Digi Communications N.V., one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, reports consolidated revenues (including revenues and other income, excl. the extraordinary sale of assets) of EUR 583 million in the first quarter of 2026, a 10% year-on-year (YoY) increase. Adjusted EBITDA (excluding the impact of IFRS 16) for Q1 2026 increased by 15% compared to the result from Q1 2025, reaching EUR 161.2 million.
Serghei Bulgac, CEO of Digi Communications, stated: "Q1 2026 marked a very strong start to the year for DIGI, with continued growth in revenues, EBITDA and RGUs, supporting the ongoing execution of our long-term development strategy. We continued to expand our customer base across Spain, Romania, Portugal and Italy, surpassing 33 million user agreements at Group level, driven by sustained demand for our services and by the strength of our commercial offering. Mobile services remain the main growth engine of the Group, while broadband and Pay-TV also maintained a positive trajectory in our core markets. Romania and Spain continue to anchor our performance, while Portugal and Italy represent important emerging markets in our European expansion journey. During the quarter, we also took the first operational steps towards entering the UK market, further confirming DIGI's ambition to strengthen its footprint across Europe over the long term. At the same time, we remain committed to delivering attractive returns to shareholders, reflected by the bonus share issuance completed in April and the proposed gross dividend increase of 11% year-on-year."
In Q1 2026, Digi continued to grow across its entire service portfolio, surpassing 33 million in revenue-generating user agreements (RGUs) across Romania, Spain, Portugal and Italy. This marks a 4.2 million RGU's year on year gain on an absolute basis.
The mobile segment stands out for generating the most RGUs within the Group's array of services, accounting for 51% of the overall clients across the four markets. Maintaining its momentum from past quarters, in Q1 2026, the mobile segment saw its RGUs climb to 16.8 million, a 21% YoY increase, covering mobile telephony clients across Romania, Spain, Italy and Portugal.
In Romania, the mobile service segment remained the largest, reaching 8.2 million RGUs as of the end of Q1 2026, a positive evolution of 20% compared to Q1 2025. Broadband services registered an increase of 5% in Q1 2026, compared to Q1 2025, up to 5.2 million RGUs, while the segment of Pay-TV services (cable and satellite) increased by 2% YoY up to 6 million RGUs. Together with fixed-line telephony, the total number of RGUs in the Romanian market amounted to 20.2 million customers as of Q1 2026, a 9% increase versus Q1 2025.
Spanish operations continued the strong performance in Q1 2026, with the number of users of fixed services, internet, and mobile telephony increasing by 26% compared to Q1 2025, to 11.4 million RGUs. Mobile users increased by 22% to 7.6 million RGUs, while broadband users increased by 30% to 2.8 million.
In Portugal, where Digi offers a full range of telecommunication services, including mobile, fiber optic broadband internet, television, and fixed telephony, the number of RGUs amounted to 905k, up 20% YoY, of which 507k were mobile and 173k were broadband users.
In Italy, mobile users increased by 7% YoY, reaching 534k RGUs as of the end of Q1 2026.
During the first quarter of 2026, Digi Communications took the initial steps to enter the telecommunications market in the United Kingdom through Fiber One Ltd., its wholly owned subsidiary incorporated in England, which acquired a 51% stake in Whyfibre Limited. Whyfibre owns a fibre network currently under deployment in the counties of Bedfordshire and Hertfordshire in southern England. Fiber One Ltd. operates the network and expects to commence the provision of fixed broadband services on a pilot basis in the near future, marking Digi's first operational step into the UK market.
Subsequent to the quarter-end, on April 8, 2026, Digi Communications completed the issuance of bonus shares approved by shareholders through the capitalization of reserves and retained earnings, whereby shareholders received up to two new shares for each existing share held. In addition, the Company intends to propose during the General Shareholders Meeting scheduled for June 29, 2026, the distribution of a gross dividend of RON 0.5 per share. Adjusted for the threefold increase in the number of shares following the bonus share issuance, the proposed dividend represents an 11% YoY increase in gross.
Commercial indicators by market (RGU 000's) | Q1'26 | Q1'25 | Chang e (%) |
Romania | 20,159 | 18,498 | 9.0% |
Mobile services | 8,150 | 6,787 | 20.1% |
Pay-TV | 6,020 | 5,910 | 1.9% |
Broadband | 5,201 | 4,962 | 4.8% |
Fixed telephony | 788 | 839 | -6.1% |
Spain | 11,424 | 9,075 | 25.9% |
Mobile services | 7,581 | 6,237 | 21.5% |
Broadband | 2,759 | 2,115 | 30.4% |
Fixed telephony | 867 | 676 | 28.3% |
Pay-TV | 217 | 47 | 361.7% |
Italy | 534 | 501 | 6,6% |
Mobile services | 534 | 501 | 6,6% |
Portugal | 905 | 755 | 19.9% |
Mobile services | 507 | 389 | 30.3% |
Broadband | 173 | 137 | 26.3% |
Pay-TV | 140 | 125 | 12.0% |
Fixed telephony | 85 | 104 | -18.3% |
TOTAL | 33,022 | 28,829 | 14.5% |
The financial report of Digi Communications as of March 31st, 2026, is available here.
Serghei Bulgac
Chief Executive Officer
1ST QUARTER 2026 - FINANCIAL REPORT for the three-month period ended March 31, 2026DIGI COMMUNICATIONS N.V. ("Digi")
(the "COMPANY")
(Digi, together with its direct and indirect consolidated subsidiaries are referred to as the "Group")
FINANCIAL REPORT (the "REPORT")
for the three-month period ended March 31, 2026
This Unaudited Condensed Consolidated Interim Financial Report for the period ended 31 March 2026 refers to the Unaudited Condensed Consolidated Interim Financial Statements prepared in accordance with IAS 34 "Interim Financial Reporting".
Table of contents
IMPORTANT INFORMATION 4
Cautionary Note Regarding Forward-Looking Statements 5
Operating and Market Data 5
Non-Gaap Financial Measures 6
Rounding 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
Overview 8
Historical Results of Operations 11
CONDENSED CONSOLIDATED INTERIM FINANCIAL REPORT…………………………………….....…
Important InformationCautionary Note Regarding Forward-Looking Statements
Certain statements in this report are not historical facts and are forward-looking. We may from time to time make written or oral forward-looking statements in reports to shareholders and in other communications. In addition, this report includes forward-looking information that has been extracted from third-party sources. Forward-looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future operating revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy, and the trends we anticipate in the industries and the political and legal environments in which we operate and other information that is not historical information.
Words such as "believe," "anticipate," "estimate," "target," "potential," "expect," "intend," "predict," "project," "could," "should," "may," "will," "plan," "aim," "seek" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
The forward-looking statements contained in this report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors, some of which are discussed below. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve several risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond our control, and risks exist that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. You should be aware that several important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements.
New risks can emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
Any forward-looking statements are only made as at the date of this report. Accordingly, we do not intend, and do not undertake any obligation, to update forward-looking statements set forth in this report. You should interpret all subsequent written or oral forward-looking statements attributable to us or to persons acting on our behalf as being qualified by the cautionary statements in this report. As a result, you should not place undue reliance on such forward-looking statements.
Operating and Market Data
Throughout this Report, we refer to persons who subscribe to one or more of our services as customers. We use the term revenue generating unit ("RGU") to designate a subscriber account of a customer in relation to one of our services. We measure RGUs at the end of each relevant period. An individual customer may represent one or several RGUs depending on the number of our services to which it subscribes.
More specifically:
for our Pay TV services, we count each basic package that we invoice to a customer as an RGU, without counting separately the premium add-on packages that a customer may subscribe for;for our fixed internet and data services, we consider each subscription package to be a single RGU;
for our fixed-line telephony services, we consider each phone line that we invoice to be a separate RGU, so that a customer will represent more than one RGU if it has subscribed for more than one phone line; and
for our mobile telecommunication services, we consider the following to be a separate RGU: (a) for prepaid services, each mobile voice and mobile data SIM with active traffic in the last month of the relevant period; and (b) for post-paid services, each separate SIM on a valid contract.
As our definition of RGUs is different for our different business lines, you should use caution when comparing RGUs between our different business lines. In addition, since RGUs can be defined differently by different companies within our industry, you should use caution in comparing our RGU figures to those of our competitors.
We use the term average revenue per unit ("ARPU") to refer to the average revenue per RGU in geographic segment or the Group as a whole, for a period by dividing the total revenues of such geographic segment, or the Group, for such period, (a) if such period is a calendar month, by the total number of RGUs invoiced for services in that calendar month; or (b) if such period is longer than a calendar month, by (i) the average number of relevant RGUs invoiced for services in that period and (ii) the number of calendar months in that period. In our ARPU calculations we do not differentiate between various types of subscription packages or the number and nature of services an individual customer subscribes for. Because we calculate ARPU differently from some of our competitors, you should use caution when comparing our ARPU figures with those of other telecommunications companies.
Non-Gaap Financial Measures
In this re p o r t, we present certain financial measures that are not defined in and, thus, not calculated in accordance with IFRS, U.S. GAAP or generally accepted accounting principles in any other relevant jurisdiction. This includes EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin (each as defined below). Because these measures are not standardized, companies can define and calculate these measures differently, and therefore we urge you not to use them as a basis for comparing our results with those of other companies.
We calculate EBITDA by adding back to our consolidated operating profit or loss charges for depreciation, amortization and impairment of assets. Adjusted EBITDA is EBITDA adjusted for the effect of non-recurring and one-off items. Adjusted EBITDA Margin is the ratio of Adjusted EBITDA to the sum of our total revenue and other operating income. EBITDA, Adjusted EBITDA or Adjusted EBITDA Margin under our definition may not be comparable to similar measures presented by other companies and labelled "EBITDA", "Adjusted EBITDA" or "Adjusted EBITDA Margin," respectively. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful analytical tools for presenting a normalized measure of cash flows that disregards temporary fluctuations in working capital, including due to fluctuations in inventory levels and due to timing of payments received or payments made. Since operating profit and actual cash flows for a given period can differ significantly from this normalized measure, we urge you to consider these figures for any period together with our data for cash flows from operations and other cash flow data and our operating profit. You should not consider EBITDA, Adjusted EBITDA or Adjusted EBITDA Margin as substitutes for operating profit or cash flows from operating activities.
In Note 3 to the Interim Financial Statements, as part of our "Other" segment we reported EBITDA of (i) our Italian operations, together with operating expenses of Digi. In this Report, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin represent the results of our Romanian, Spanish, Portuguese, UK and Italian subsidiaries and operating expenses of Digi.
Rounding
Certain amounts that appear in this Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
1st Quarter 2026 - Financial Report pag. 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion and analysis of the financial condition and results of operations of the Group should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Group as of March 31, 2026.
The following discussion includes forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those contained in these forward-looking statements as a result of many factors, including but not limited to those described in sections captioned "Forward-Looking Statements" of this Report.
Overview
We are a fast-growing European telecom challenger, with strong presence in our core countries Romania and Spain, historic presence in Italy, operations in Portugal and Belgium and recent entry into the UK market.
Romania. We offer a comprehensive suite of fixed and mobile telecommunication services to our customers in Romania. Our fixed services in the country include pay TV (cable TV and DTH), fixed internet and data and fixed-line telephony. We operate Romania's largest fixed fiber optic network and our mobile network provides the widest population coverage among mobile operators.Spain. We offer IPTV, fixed internet and data and fixed-line telephony services through our own FTTH network (including DIGI Andalucia Network) and based on wholesale indirect access agreements through the SOTA Network and the fixed network of Telefónica. In the past, we provided mobile telecommunication services in the country as an MVNO through Telefónica Móviles's mobile network. Since January 2025, we have started to provide mobile telecommunication services as an MNO via the Spanish National Roaming Agreement and the Spanish RAN Sharing and Spectrum Sharing Agreement with Telefónica Móviles, as well as our own spectrum.
Portugal. We have been developing our own network in Portugal since 2021, when we acquired certain spectrum licenses. In addition, on October 25, 2024, we acquired NOWO, Portugal's fourth largest telecom operator. Since November 2024, we have been offering a full range of telecommunication services under the DIGI brand, including cable TV and IPTV, fixed internet and data, fixed-line telephony and mobile telecommunication services. We also continue servicing customers not yet migrated to the DIGI platform under the NOWO brand. We offer fixed services through our own FTTH and HFC networks. Additionally, we provide mobile telecommunication services as an MVNO (under the NOWO brand) through the mobile network of MEO, a subsidiary of Altice Portugal, for a small percentage of customers who have not yet migrated to DIGI.
Italy. We provide mobile telecommunication services as an MVNO through the mobile network of Vodafone Italy. We have also started a roll-out of our fixed network in the country, which is currently in an early development stage.
United Kingdom. We have taken the initial steps to enter the telecommunications market in the United Kingdom. On 19 March 2026, our wholly owned subsidiary incorporated in England, Fiber One Ltd., acquired 51% of the share capital of Whyfibre Limited, which owns a fibre network currently under deployment in the counties of Bedfordshire and Hertfordshire in southern England (the "Network"). Fiber One Ltd. is the operator of the Network and expects to commence the provision of fixed broadband services on a pilot basis in the near future.
Belgium. On July 16 and on November 4, 2025, we completed a series of transactions to consolidate all our existing operations in Belgium into our direct subsidiary, Digi Communications Belgium N.V. ("DIGI Belgium"). We originally expanded into the country in December 2024, by introducing fixed and mobile service offerings through a joint venture with Citymesh. Currently, we are not consolidating these operations and we report our investment on an equity basis. Our current offerings in the country include fixed internet and data and fixed-line telephony on our own network, and mobile telecommunication services on our own network and through a national roaming services agreement with Proximus.
For the three months ended March 31, 2026, we had revenues and other income of €582.6 million, net loss of €14.5 million and Adjusted EBITDA of €194.5 million.
Basis of Financial Presentation
The Group prepared its Interim Financial Statements as of March 31, 2026 in accordance with IFRS as adopted by EU. For the periods discussed in this Report, the Group's presentation currency was the euro. The Group's financial year ends on December 31 of each calendar year.
All amounts presented are for continuing operations unless otherwise stated.
Functional Currencies and Presentation Currency
Each Group entity prepares individual financial statements in its functional currency, which is the currency of the primary economic environment in which such entity operates. As our operations in Romania and Spain generated approximately 52% and 43%, respectively, of our consolidated revenues for the three months ended March 31, 2026 our principal functional currencies are the Romanian leu and EUR.
The Group presents its Interim Condensed Consolidated Financial Statements in euros. The Group uses the euro as the presentation currency of its Interim Condensed Consolidated Financial Statements because management analysis and reporting are prepared in euros, as the euro is the most used reference currency in the telecommunication industry in the European Union.
Presentation of Revenues and Operating Expenses
We evaluate business and market opportunities and consider our results primarily on a country-by-country basis. We currently generate revenues and incur operating expenses in Romania, Spain, Portugal, Italy and United Kingdom.
Accordingly, our revenues and operating expenses are further broken down into the following segments: Romania, Spain, Portugal and Other (which includes revenues generated, and operating expenses incurred, by our operations in Italy and United Kingdom). Currently, we are not consolidating DIGI Belgium's operations and we report our investment on an equity basis.
In line with our management's consideration of the Group's revenues generation we further break down revenues generated by each of our four segments in accordance with our four principal business lines: (1) Pay TV; (2) fixed internet and data; (3) mobile telecommunication services; and (4) fixed-line telephony.
Exchange rates
In the three-month period ended March 31, 2026 the Romanian leu has depreciated by approximately 2.4% compared to EUR.
In the three-month period ended March 31, 2026 the average rate of Romanian leu versus U.S. dollar has depreciated by 11.2%.
The following table sets out, where applicable, the period-end and average exchange rates for the periods under review of the euro against each of our principal functional currencies and the U.S. dollar, in each case as reported by the relevant central bank on its website (unless otherwise stated):
Value of one euro in the relevant currency As at and for the three months ended March 31,
2026 | 2025 | |
Romanian leu (RON)(1) | ||
Period end rate | 5.10 | 4.98 |
Average rate | 5.09 | 4.98 |
U.S. dollar (USD)(1) | ||
Period end rate | 1.15 | 1.08 |
Average rate | 1.17 | 1.05 |
According to the exchange rates published by the National Bank of Romania
In the three-month ended March 31, 2026, we had a net foreign exchange loss of €0.7 million, compared to a net foreign exchange gain of 1.6 million in the three months ended March 31, 2025.
Growth in Business, RGUs and ARPU
Our revenues are mostly a function of the number of our RGUs and ARPU. Neither of these terms is a measure of financial performance under IFRS, nor have these measures been reviewed by an outside auditor, consultant, or expert. Each of these measures is derived from management estimates. As defined by our management, these terms may not be comparable to similar terms used by other companies.
The following table shows our RGUs (thousand) by segment and business line and monthly ARPU (€/month) by segment as at and for the three-month period ended March 31, 2026 and 2025:
RGUs (thousand)/ARPU (€/month) As at and for the three months ended
March 31,
% change
2026 | 2025 | ||
Romania | |||
RGUs(1) | |||
Fixed | 12,009 | 11,711 | 2.5% |
Of which | |||
Pay TV(2) | 6,020 | 5,910 | 1.9% |
Fixed internet and data(3) | 5,201 | 4,962 | 4.8% |
Fixed-line telephony(3) | 788 | 839 | (6.1%) |
Mobile(4) | 8,150 | 6,787 | 20.1% |
ARPU(5) | 4.3 | 4.4 | (2.3%) |
Spain | |||
RGUs(1) | |||
Fixed | 3,843 | 2,838 | 35.4% |
Of which | |||
Pay TV(2) | 217 | 47 | 361.7% |
Fixed internet and data | 2,759 | 2,115 | 30.4% |
Fixed-line telephony | 867 | 676 | 28.3% |
Mobile(4) | 7,581 | 6,237 | 21.5% |
ARPU(5) | 7.4 | 8.2 | (9.8%) |
Portugal | |||
RGUs(1) | |||
Fixed | 398 | 366 | 8.7% |
Of which | |||
Pay TV(2) | 140 | 125 | 12.0% |
Fixed internet and data | 173 | 137 | 26.3% |
Fixed-line telephony | 85 | 104 | (18.3%) |
Mobile(4) | 507 | 389 | 30.3% |
ARPU(5) | 6.6 | 7.7 | (14.3%) |
Other | |||
RGUs(1) (6) | |||
Mobile(4) | 534 | 501 | 6.6% |
ARPU(5)(7) 5.4 | 5.4 | 0.0% | |
RGUs Group(1) (8) | 33,022 | 28,829 | 14.5% |
ARPU Group(5) | 5.5 | 5.7 | (3.5%) |
RGUs, or revenue generating units, represent the number of customer accounts at period end. A single customer can account for several RGUs.
Includes RGUs for cable TV, IPTV and DTH services, as applicable.
Includes residential and business RGUs.
Includes mobile telephony and mobile internet and data RGUs.
ARPU is average revenue per RGU for a period. We calculate it by dividing the total revenues of such segment for such period (a) if such period is a calendar month, by the total number of relevant RGUs invoiced for services in that calendar month; or (b) if such period is longer than a calendar month, by (i) the average number of relevant RGUs invoiced for services in that period and (ii) the number of calendar months in that period.
Represents our RGUs in Italy. Does not include our fixed services RGUs in Italy, as those services are immaterial.
Represents our ARPU in Italy. Does not include our fixed services ARPU in Italy, as those services are immaterial.
Does not include RGUs in Belgium. We started our operations in Belgium in December 2024 through a joint venture with Citymesh. As of March 31, 2026, we are not consolidating these operations and we report our investments on an equity basis. As of March 31, 2026, we had approximately 99,000 mobile services RGUs in Belgium.
Historical Results of Operations Results of Operations for the three months ended March 31, 2026 and 2025 | |||
As at and for the | |||
three months ended | |||
March 31, | |||
2026 | 2025 | ||
(€ millions) | |||
Revenues | |||
Romania | 304.4 | 287.9 | |
Spain | 252.2 | 216.6 | |
Portugal | 18.3 | 17.7 | |
Other | 8.9 | 8.1 | |
Elimination of intersegment revenues | (1.1) | (0.9) | |
Total revenues | 582.6 | 529.5 | |
Other income | 10.3 | 23.5 | |
Other expense | (0.6) | (0.2) | |
Operating expenses | |||
Romania | (159.5) | (151.5) | |
Spain | (193.9) | (176.0) | |
Portugal | (26.9) | (26.4) | |
Other | (9.0) | (8.4) | |
Elimination of intersegment expenses | 1.1 | 0.9 | |
Depreciation, amortization and impairment of tangible and | (167.1) | (144.9) | |
intangible assets | |||
Total operating expenses | (555.3) | (506.3) | |
Operating profit | 37.1 | 46.4 | |
Finance income | 2.9 | 5.1 | |
Finance expense | (36.7) | (31.2) | |
Net finance costs | (33.9) | (26.1) | |
Share of loss of equity-accounted investees | (8.7) | 0.0 | |
Loss before taxation | (5.5) | 20.3 | |
Income tax expense | (9.0) | (11.6) | |
Profit/(loss) for the period | (14.5) | 8.7 | |
Three months ended | Three months ended | ||
31 March 2026 | 31 March 2025 | ||
Revenues | 582.6 | 529.5 | |
Other income | 10.3 | 23.5 | |
Operating profit | 37.1 | 46.4 | |
Depreciation, amortization and impairment and revaluation impact | 167.1 | 144.9 | |
EBITDA | 204.2 | 191.4 | |
Other income | (10.3) | (20.9) | |
Other expenses | 0.6 | 0.2 | |
Adjusted EBITDA | 194.5 | 170.6 | |
IFRS 16 impact | (33.3) | (30.2) | |
Adjusted EBITDA excluding IFRS 16 impact | 161.2 | 140.4 | |
Revenues
Our revenues (excluding intersegment revenues and other income) for the three-month period ended March 31, 2026 were €582.6 million, compared with €529.5 million for the three-month period ended March 31, 2025, an increase of 10.0%.
The following table shows the distribution of revenues by segment and business line for the three-month period ended March 31, 2026 and 2025:
As at and for the three months ended March 31,
2026 | 2025 | % change | |
(€ millions) | |||
Geographical segment | |||
Romania | 303.8 | 287.2 | 5.8% |
Spain | 251.6 | 216.4 | 16.2% |
Portugal | 18.3 | 17.7 | 3.7% |
(1) Other | 8.9 | 8.1 | 9.5% |
Total | 582.6 | 529.5 | 10.0% |
Category | |||
Fixed services (2) | 296.4 | 268.0 | 10.6% |
Mobile services | 238.6 | 216.8 | 10.1% |
Other (3) | 47.6 | 44.8 | 6.3% |
Total | 582.6 | 529.5 | 10.0% |
Represents revenues from our operations in Italy and United Kingdom.
Includes revenues from our pay TV, fixed internet and data and fixed telephony services.
Represents primarily revenues from sales of handsets and other CPE, sale of electricity, green certificates, as well as advertising revenues.
Revenues in Romania for the three-month period ended March 31, 2026 were €303.8 million compared with €287.2 million for the three-month period ended March 31, 2025, an increase of 5.8%.
Revenues growth in Romania was mainly the result of the increase of mobile, fixed internet and data and pay TV RGUs in the period.
Our Pay TV RGUs increased from approximately 5.9 million as at March 31, 2025 to approximately 6.0 million as at March 31, 2026, an increase of approximately 1.9%, and our fixed internet and data RGUs increased from approximately 5.0 million as at March 31, 2025 to approximately 5.2 million as at March 31, 2026, an increase of approximately 4.8%. These were organic increases, primarily due to our attractive fixed internet and data and pay TV packages.
Mobile RGUs increased from approximately 6.8 million as at March 31, 2025 to approximately 8.2 million as at March 31, 2026, an increase of approximately 20.1%, mainly driven by our attractive offerings and the acquisition of the TKRM prepaid business.
Fixed-line telephony RGUs decreased from approximately 839,000 as at March 31, 2025 to approximately 788,000 as at March 31, 2026, a decrease of approximately 6.1%, as a result of the general trend away from fixed-line telephony and towards mobile telecommunication services.
Other revenues include mainly sales of equipment, energy, green certificates, but also contains services of filming sport events and advertising revenue. Sales of equipment includes mainly mobile handsets and other equipment.
Revenues in Spain for the three-month period ended March 31, 2026 were €251.6 million, compared with €216.4 million for the three-month period ended March 31, 2025, an increase of 16.2%.
This increase was primarily driven by the increase in mobile and fixed internet and data RGUs in the period, mainly driven by our attractive offerings and network expansion.
Mobile RGUs increased from approximately 6.2 million as at March 31, 2025 to approximately 7.6 million as at March 31, 2026, an increase of approximately 21.5%.
Fixed internet and data RGUs increased from approximately 2.1 million as at March 31, 2025 to approximately
2.8 million as at March 31, 2026, an increase of approximately 30.4% and fixed-line telephony RGUs increased from approximately 676,000 as at March 31, 2025 to approximately 867,000 as at March 31, 2026, an increase of
approximately 28.3%.
Our Pay TV RGUs increased from approximately 47,000 as at March 31, 2025 to approximately 217,000 as at March 31, 2026, an increase of approximately 361.7%.
Revenues in Portugal for the three-month period ended March 31, 2026 were €18.3 million, compared with €17.7 million for the three-month period ended March 31, 2025, an increase of 3.7%.
Our Pay TV RGUs increased from approximately 125,000 as at March 31, 2025 to approximately 140,000 as at
March 31, 2026, an increase of approximately 12.0%, and our fixed internet and data RGUs increased from approximately 137,000 as at March 31, 2025 to approximately 173,000 as at March 31, 2026, an increase of approximately 26.3%. Mobile RGUs increased from approximately 389,000 as at March 31, 2025 to approximately 507,000 as at March 31, 2026, an increase of approximately 30.3%. Fixed-line telephony RGUs decreased from approximately 104,000 as at March 31, 2025 to approximately 85,000 as at March 31, 2026, a decrease of
approximately 18.3%.
Revenues in Other represented mainly revenues from our operations in Italy and for the three-month period ended March 31, 2026 were €8.9 million, compared with €8.1 million for the three-month period ended March 31, 2025, an increase of 9.5%. This increase was primarily driven by attracting new customers in Italy. Mobile RGUs increased from approximately 501,000 as at March 31, 2025 to approximately 534,000 as at March 31, 2026, an increase of approximately 6.6%.
Total operating expenses
Our total operating expenses (excluding intersegment expenses) for the three-month period ended March 31, 2026 was €555.3 million, compared with €506.3 million for the three-month period ended March 31, 2025, an increase of 9.7%, respectively.
As at and for the three months ended March 31,
2026 | 2025 | |
Romania | 159.4 | 151.4 |
Spain | 193.5 | 175.5 |
Portugal | 26.3 | 26.4 |
(1) Other | 8.9 | 8.1 |
Depreciation, amortization and impairment of tangible and intangible assets | 167.1 | 144.9 |
Total operating expenses | 555.3 | 506.3 |
(1) Includes operating expenses of operations in Italy and operating expenses of Digi. |
Operating expenses in Romania for three-month period ended March 31, 2026 was €159.4 million, compared with
€151.4 million for the three-month period ended March 31, 2025, an increase of 5.3%.
Operating expenses in Spain for the three-month period ended March 31, 2026 were €193.5 million, compared with
€175.5 million for the three-month period ended March 31, 2025, an increase of 10.3%. Operating expenses follow the evolution of increase in mobile telephony services RGUs between the two periods, as a result of business development.
Operating expenses in Portugal for the three-month period ended March 31, 2026 were €26.3 million, compared with €26.4 million for the three-month period ended March 31, 2025, a decrease of 0.2%.
Operating expenses in Other represent expenses of our operations in Italy and expenses of Digi and for the three-month period ended March 31, 2026 was €8.9 million, compared with €8.1 million for the three-month period ended March 31, 2025, an increase of 9.9%.
Depreciation, amortization and impairment of tangible and intangible assets
The table below sets out information on depreciation, amortization and impairment of our tangible and intangible assets for the three-month period ended March 31, 2026 and 2025:
As at and for the three months ended March 31,
2026 2025
(€ millions)
Depreciation of property, plant and equipment | 70.8 | 62.2 |
Amortization of non-current intangible assets | 42.0 | 42.9 |
Amortisation of Subscriber acquisition costs | 16.2 | 9.9 |
Amortisation of right of use asset | 31.6 | 28.8 |
Impairment of property, plant and equipment and subscriber acquisition costs | 6.5 | 1.1 |
Total | 167.1 | 144.9 |
Other income
We recorded €10.3 million of other income in the three-month period ended March 31, 2026 compared with €23.5 million of other income in the three-month ended March 31, 2025. For the period ended March 31, 2026 this represents revenue from Digi Spain's sale of a Fibre-to-the-Home (FTTH) network across 12 provinces in Spain.
Operating profit
For the reasons set forth above, our operating profit was €37.1 million for the three-month period ended March 31, 2026, compared with €46.4 million for the three-month period ended March 31, 2025.
Net finance expense
We recognized net finance expense of €33.9 million in the three-month period ended March 31, 2026, compared with €26.1 million for the three-month period ended March 31, 2025, an increase of 29.8%.
Profit before taxation
For the reasons set forth above, our loss before taxation was €5.5 million in the three-month period ended March 31, 2026, compared with profit of €20.3 million for the three-month period ended March 31, 2025.
Income tax expense
An income tax expense of €9.0 million was recognized in the three-month period ended March 31, 2026, compared to an expense of €11.6 million recognized in the three-month period ended March 31, 2025.
Net profit for the period
For the reasons set forth above, our net loss was €14.5 million in the three-month period ended March 31, 2026, compared to net profit of the prior period of €8.7 million for the three months ended March 31, 2025.
Liquidity and Capital Resources
Historically, our principal sources of liquidity have been our operating cash flows as well as debt financing. Going forward, we expect to fund our cash obligations and capital expenditures primarily out of our operating cash flows, credit facilities and letter of guarantee facilities. We believe that our operating cash flows will continue to allow us to maintain a flexible capital expenditure policy.
Our businesses have historically produced positive operating cash flows that are relatively constant from month to month. Variations in our aggregate cash flow during the periods under review principally represented increased or decreased cash flow used in investing activities and cash flow from financing activities.
We have made and intend to continue to make significant investments in the growth of our businesses by expanding our mobile and fixed networks, acquiring new and renewing existing content rights, procuring CPE which we provide to our customers and exploring other investment opportunities in line with our current business model.
We believe that we will be able to continue to meet our cash flow needs by the acceleration or deceleration of our growth and expansion plans.
Historical cash flows
The following table sets forth our consolidated cash flows from operating activities for the three-month period ended March 31, 2026 and 2025, cash flows used in investing activities and cash flows from/(used in) financing activities:
As at and for the three months ended March 31,
2026 2025
(€ millions)
Cash flows from operations before working capital changes | 203.1 | 197.1 |
Cash flows from changes in working capital | 21.4 | 8.0 |
Cash flows from operations | 224.5 | 205.1 |
Interest paid | (19.4) | (22.2) |
Interest received | - | 0.2 |
Cash flow from operating activities | 205.1 | 183.1 |
Cash flow from / (used) in investing activities | (177.1) | (193.3) |
Cash flows from / (used) in financing activities | 1.7 | (11.2) |
Net decrease in cash and cash equivalents | 29.7 | (21.4) |
Cash and cash equivalents at the beginning of the period | 38.4 | 66.5 |
Cash and cash equivalents at the closing of the period | 68.0 | 45.1 |
Cash flows from operations before working capital changes were €203.1 million in the three-month period ended March 31, 2026 and €197.1 million in the three-month period ended March 31, 2025 for the reasons discussed in "-Historical Results of Operations-Results of operations for the three-month period ended March 31, 2026 and 2025".
The following table shows changes in our working capital:
For the three months ended
March 31,
2026 2025
(€ millions)
Increase in trade receivables and other assets | (1.4) | (25.3) |
(Increase)/Decrease in inventories | 2.7 | 17.9 |
(Increase)/Decrease in programme assets | (6.7) | (5.5) |
Decrease in trade payables and other current liabilities | 17.0 | 11.7 |
Increase in contract liabilities | 9.7 | 9.2 |
Total | 21.4 | 8.0 |
We had a working capital surplus of €21.4 million in the three-month period ended March 31, 2026 (compared with a working capital requirement of €8.0 million in the three-month period ended March 31, 2025).
Cash flows from operating activities were €205.1 million in the three-month period ended March 31, 2026 and
€183.1 million in the three-month period ended March 31, 2025. Included in these amounts are deductions for interest paid. No income tax was paid in the three months ended March 31, 2026 and for the three months ended March 31, 2025. Interest paid was €19.4 million in the three-month ended March 31, 2026, compared with €22.2 million in the three-month ended March 31, 2025. The increase in cash flows from operating activities in the three-month ended March 31, 2025 was primarily due to changes in working capital discussed above.
Cash flows from / (used) in investing activities were €177.1 million in the three-month period ended March 31, 2026 and €193.3 million in the three-month period ended March 31, 2025.
Purchases of property, plant and equipment were €101.2 million in the three-months ended March 31, 2026 and
€132.3 million in the three-month ended March 31, 2025.
Cash flows from / (used) in financing activities were €1.7 million inflows in the three-month period ended March 31, 2026 and €11.2 million outflows for the three months ended March 31, 2025.
Management Statement for the Condensed Interim Consolidated Financial Statements of Digi Communications N.V. Group for the three-month period ended 31 March 2026
The Board of Directors (the "Board") confirms that to the best of its knowledge, the Interim Condensed Consolidated Financial Statements of Digi Communications NV Group for the period ended 31 March 2026 prepared in accordance with IAS 34 "Interim Financial Reporting" give a true and fair view of the assets, liabilities, financial position, statement of comprehensive income for Digi Communications NV Group.
The Board declares that the Management Report (Director's report), issued as per Directive 2004/109/EC ("Transparency Directive") and in compliance with Law 24/2017 and FSA Regulation no 5/2018 as subsequently amended and supplemented, containing analysis of the results for the reported period reflects correct and complete information according to the reality regarding the results and development of Digi Communications NV Group.
The Board notes that the Interim Condensed Financial Statements of Digi Communications NV Group for the period ended 31 March 2026 have not been audited and also no (limited) review was conducted by the statutory auditor.
On behalf of the Board of Directors of Digi Communications N.V.
Serghei Bulgac, Valentin Popoviciu,
CEO Executive Director
DIGI COMMUNICATIONS NVUnaudited Interim Condensed Consolidated Financial Statements
PREPARED IN ACCORDANCE WITH
IAS 34 Interim Financial Reporting
for the three-month period ended 31 March 2026
CONTENTS Page
GENERAL INFORMATION 1
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2 - 3
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT 5 - 6
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7 - 8
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9 - 27
GENERAL INFORMATION
Directors:
Serghei Bulgac Bogdan Ciobotaru Valentin Popoviciu
Jose Manuel Arnaiz de Castro Emil Jugaru
Marius Catalin Varzaru Zoltan Teszari
Registered Office:
Digi Communications N.V.
75 Dr. Nicolae Staicovici Street, 5th District, Bucharest, Romania
1
DIGI Communications N.V.
Interim Condensed Consolidated Statement of Financial Position for the period ended 31 March 2026
(all amounts are in thousand EUR, unless specified otherwise)
Notes | 31 March 2026 | 31 December 2025 Audited | ||
ASSETS | ||||
Non-current assets | ||||
Property, plant and equipment | 4 | 2,413,970 | 2,369,856 | |
Right of use assets | 5 | 563,867 | 534,051 | |
Intangible assets and goodwill | 6 | 706,385 | 662,909 | |
Subscriber acquisition costs | 60,853 | 61,347 | ||
Investment property | 12,457 | 12,458 | ||
Financial assets at fair value through OCI | 16 | 157,072 | 125,075 | |
Equity accounted investees | 97,400 | 105,013 | ||
Long term receivables | 11,118 | 10,957 | ||
Loans to related parties | 69,770 | 40,932 | ||
Other non-current assets | 16,484 | 16,718 | ||
Derivative financial assets | 6,412 | 6,354 | ||
Deferred tax asset | 10,048 | 9,841 | ||
Total non-current assets | 4,125,836 | 3,955,511 | ||
Current assets | ||||
Inventories | 65,342 | 68,091 | ||
Programme assets | 6 | 15,055 | 27,390 | |
Trade and other receivables | 155,515 | 161,450 | ||
Receivables from related parties | 5,361 | 7,868 | ||
Income tax receivables | - | 497 | ||
Contract assets | 106,890 | 107,320 | ||
Other assets | 35,702 | 28,839 | ||
Derivative financial assets | 16 | 4,730 | 4,730 | |
Cash and cash equivalents | 68,009 | 38,356 | ||
Total current assets | 456,604 | 444,541 | ||
Total assets | 4,582,440 | 4,400,052 | ||
EQUITY AND LIABILITIES | ||||
Equity | 7 | |||
Share capital | 6,810 | 6,810 | ||
Share premium | 3,406 | 3,406 | ||
Treasury shares | (13,032) | (13,127) | ||
Reserves | 93,124 | 60,300 | ||
Retained earnings | 898,415 | 914,104 | ||
Equity attributable to owners of the Company | 988,723 | 971,493 | ||
Non-controlling interest | 190,587 | 177,625 | ||
Total equity | 1,179,310 | 1,149,118 | ||
LIABILITIES | ||||
Non-current liabilities | ||||
Loans and borrowings | 8 | 1,576,362 | 1,538,565 | |
Lease liabilities | 9 | 418,262 | 398,042 | |
Deferred tax liabilities | 95,083 | 94,274 | ||
Decommissioning provision | 17,674 | 17,269 | ||
Trade and other payables | 163,693 | 135,216 | ||
Derivative financial liabilities | 5,660 | 5,660 | ||
Contract liabilities | 7,676 | 8,066 | ||
Total non-current liabilities | 2,284,410 | 2,197,092 | ||
Current liabilities | ||||
Trade and other payables | 644,889 | 615,871 | ||
Employee benefits | 59,095 | 61,433 | ||
Loans and borrowings | 8 | 237,314 | 217,839 | |
Lease liabilities | 9 | 118,403 | 117,386 | |
Income tax payable | 13,154 | 5,241 | ||
Provisions | 11,923 | 12,203 | ||
Contract liabilities | 33,942 | 23,869 | ||
Total current liabilities | 1,118,720 | 1,053,842 | ||
Total liabilities | 3,403,130 | 3,250,934 | ||
Total equity and liabilities | 4,582,440 | 4,400,052 | ||
2 | ||||
The notes on pages 9 to 27 are an integral part of these interim condensed consolidated financial statements. The condensed consolidated interim financial report was issued on 15 May 2026.
Three-month period ended | Three-month period ended | ||
Notes | 31 March 2026 | 31 March 2025 | |
Revenues | 11 | 582,633 | 529,466 |
Other income | 10,294 | 23,493 | |
Operating expenses | 12 | (446,421) | (409,335) |
Employee benefits | 12 | (108,842) | (96,992) |
Other expenses | 19 | (569) | (210) |
Operating profit | 37,095 | 46,422 | |
Finance income | 2,860 | 5,100 | |
Finance costs | (36,732) | (31,193) | |
Net finance costs | 13 | (33,872) | (26,093) |
Share of loss of equity-accounted investees net of tax | (8,717) | - | |
Profit/ (loss) before taxation | (5,494) | 20,329 | |
Income tax expense | (9,021) | (11,608) | |
Profit/ (loss) for the period | (14,515) | 8,721 | |
Attributable to owners (profit/loss) | (16,217) | 5,935 | |
Attributable to non-controlling interests | 1,702 | 2,786 | |
Other comprehensive income | |||
Items that are or may be reclassified to profit or loss, net of income tax | |||
Foreign operations - foreign currency translation differences | 999 | (891) | |
Interest Rate Swap Derivative instruments | |||
Items that will not be reclassified to profit or loss | |||
Revaluation of equity instruments measured at fair value through OCI | 32,004 | 2,792 | |
Other comprehensive income/(loss) for the period, net of income tax | 33,003 | 1,901 | |
Total comprehensive income for the period | 18,488 | 10,622 | |
Attributable to owners (profit/ loss)) | 16,720 | 7,887 | |
Attributable to non-controlling interests | 1,768 | 2,735 |
,,,
The notes on pages 9 to 27 are an integral part of these interim condensed consolidated financial statements. The condensed consolidated interim financial report was issued on 15 May 2026.
Three-month period ended | Three-month period ended | ||
Notes | 31 March 2026 | 31 March 2025 | |
Cash flows from operating activities | |||
Profit before taxation from continuing operations | (5,497) | 20,329 | |
Adjustments for: | |||
Depreciation | 12 | 102,440 | 91,040 |
Amortisation | 12 | 58,170 | 52,809 |
Impairment | 12 | 6,474 | 1,085 |
Decommissioning provision | 405 | 335 | |
Interest expense | 13 | 29,321 | 28,183 |
Interest income | (648) | (191) | |
Other financial expenses (net) | 4,487 | - | |
Impairment of trade and other receivables | 12 | 3,145 | 2,056 |
Provisions set-up/(reversal) | - | (11) | |
Share of loss of equity-accounted investees, net of tax | 8,718 | 985 | |
Equity settled share-based payments expense | 512 | 665 | |
Unrealised foreign exchange gain (loss) | (4,414) | (227) | |
Gain/(loss) on sale of assets | (50) | - | |
Cash flows from operations before working capital changes | 203,063 | 197,058 | |
Changes in: | |||
Increase in trade receivables, other assets and contract assets | (1,383) | (25,325) | |
Decrease in inventories | 2,741 | 17,876 | |
Increase in programme assets | (6,660) | (5,462) | |
Increase in trade payables and other current liabilities | 17,026 | 11,691 | |
Increase in contract liabilities | 9,684 | 9,224 | |
Cash flows from operations | 224,471 | 205,062 | |
Interest paid | (19,396) | (22,184) | |
Interest received | 18 | 191 | |
Net cash flows from operating activities | 205,093 | 183,069 | |
Cash flow from investing activities | |||
Purchases of property, plant and equipment | (101,181) | (132,339) | |
Purchases of intangibles | (30,536) | (15,357) | |
Payments for subscriber acquisition costs | (16,307) | (15,488) | |
Payments for acquisition of subsidiaries, net of cash | (1,105) | (808) | |
Loans granted to related parties | (28,220) | (29,315) | |
Proceeds from sale of non-current assets | 235 | - | |
Net cash flows from investing activities | (177,114) | (193,307) | |
Cash flows from financing activities | |||
Dividends paid to shareholders | (2,230) | (1,276) | |
Proceeds from loans and borrowings | 8 | 124,827 | 279,096 |
Repayment of loans and borrowings | 8 | (76,177) | (249,307) |
Transaction costs paid | (1,070) | (3,781) | |
Payment of lease liabilities | (37,060) | (35,933) | |
Payments for other financial expenses (net) | (6,616) | - | |
Net cash flows (used in)/from financing activities | 1,674 | (11,201) | |
Net increase/(decrease) in cash and cash equivalents | 29,653 | (21,439) | |
Cash and cash equivalents at the beginning of the period | 38,356 | 66,529 | |
Cash and cash equivalents at the end of the period | 68,009 | 45,090 |
The Interim Condensed Consolidated statement of cash flows is prepared using the indirect method. Cash and cash equivalents include cash and investments that are readily convertible to a known amount of cash without a significant risk of changes in value.
The Interim Condensed Consolidated statement of cash flows distinguishes between operating, investing and financing activities. Cash flow in foreign currencies are converted at the exchange rate at the dates of the transactions. Currency exchange differences on cash held are separately shown. Receipts and payments of interest, receipts of dividends and income taxes are presented within the cash flows from operating activities. Payments of dividends are presented within the cash flows from financing activities.
The notes on pages 9 to 27 are an integral part of these interim condensed consolidated financial statements.
Total
Share Share Treasury Translation Revaluation Fair Retained capital premium shares reserve reserve value earnings reserves | equity attributable to equity holders of | Non- controlling Total interest equity | ||||||||
the parent | ||||||||||
Balance at 1 January 2026 (audited) | 6,810 | 3,406 | (13,127) | (39,332) | 14,242 | 85,390 | 914,104 | 971,493 | 177,625 | 1,149,118 |
Comprehensive income for the period | ||||||||||
Profit for the period | - | - | - | - | - | - | (16,217) | (16,217) | 1,702 | (14,515) |
Foreign currency translation differences | - | - | - | 933 | - | - | - | 933 | 66 | 999 |
Revaluation of equity instruments measured at fair value through OCI | - | - | - | - | - | 32,004 | - | 32,004 | - | 32,004 |
Transfer of revaluation reserve (depreciation) | - | - | - | - | (113) | - | 113 | - | - | - |
Total comprehensive income/(loss) for the period | - | - | - | 933 | (113) | 32,004 | (16,104) | 16,720 | 1,768 | 18,488 |
Transactions with owners, recognized directly in equity | ||||||||||
Contributions by and distributions to owners | ||||||||||
Equity-settled share-based payment transactions | - | - | 95 | - | - | - | 415 | 510 | - | 510 |
Dividends distributed | - | - | - | - | - | - | - | - | - | - |
Total contributions by and distributions to owners | - | - | 95 | - | - | - | 415 | 510 | - | 510 |
Changes in ownership interests in subsidiaries | ||||||||||
Changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | - | 11,194 | 11,194 |
Total changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | - | 11,194 | 11,194 |
Total transactions with owners | - | - | 95 | - | - | - | 415 | 510 | 11,194 | 11,704 |
Balance at 31 March 2026 | 6,810 | 3,406 | (13,032) | (38,399) | 14,129 | 117,394 | 898,415 | 988,723 | 190,587 | 1,179,310 |
The notes on pages 9 to 27 are an integral part of these interim condensed consolidated financial statements.
Total
Share Share Treasury Translation Revaluation Fair Retained capital premium shares reserve reserve value earnings reserves | equity attributable to equity holders of | Non- Total controlling equity interest | ||||||||
the parent | ||||||||||
Balance at 1 January 2025 (audited) | 6,810 | 3,406 | (13,614) | (22,102) | 14,732 | 32,954 | 1,033,804 | 1,055,990 | 180,210 | 1,236,200 |
Comprehensive income for the period | ||||||||||
Profit for the period | - | - | - | - | - | - | 5,935 | 5,935 | 2,786 | 8,721 |
Foreign currency translation differences | - | - | - | (840) | - | - | - | (840) | (51) | (891) |
Revaluation of equity instruments measured at fair value through OCI | - | - | - | - | - | 2,792 | - | 2,792 | - | 2,792 |
Transfer of revaluation reserve (depreciation) | - | - | - | - | (125) | - | 125 | - | - | - |
Total comprehensive income/(loss) for the period | - | - | - | (840) | (125) | 2,792 | 6,060 | 7,887 | 2,735 | 10,622 |
Transactions with owners, recognized directly in equity | ||||||||||
Contributions by and distributions to owners | ||||||||||
Equity-settled share-based payment transactions | - | - | - | - | - | - | 652 | 652 | 13 | 665 |
Dividends distributed | - | - | - | - | - | - | - | - | - | - |
Total contributions by and distributions to owners | - | - | - | - | - | - | 652 | 652 | 13 | 665 |
Changes in ownership interests in subsidiaries | ||||||||||
Changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | - | - | - |
Total changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | - | - | - |
Total transactions with owners | - | - | - | - | - | - | 652 | 652 | 13 | 665 |
Balance at 31 March 2025 | 6,810 | 3,406 | (13,614) | (22,942) | 14,607 | 35,746 | 1,040,516 | 1,064,529 | 182,958 | 1,247,487 |
The notes on pages 9 to 27 are an integral part of these interim condensed consolidated financial statements.
CORPORATE INFORMATION
Digi Communications Group ("the Group", or "DIGI Group") comprises Digi Communications N.V., DIGI Romania
S.A. and its subsidiaries.
The parent company of the Group is Digi Communications N.V. ("DIGI","the Company", or "the Parent"), a company incorporated in Netherlands Chamber of Commerce registration number 34132532/29.03.2000 with place of business and registered office in Romania. The controlling shareholder of DIGI is RCS Management SA ("RCSM") a company incorporated in Romania. The ultimate controlling shareholder of RCSM is Mr. Zoltan Teszari. DIGI and RCSM have no operational activities, except for holding activities, and their primary asset is the ownership of DIGI Romania S.A (Romania) ("DIGI Romania") and respectively DIGI.
The main operations are carried by Digi Romania S.A. ("DIGI Romania"), Digi Spain Telecom S.A.U. ("DIGI Spain"), Digi Portugal LDA (DIGI Portugal), Digi Italy SL ("DIGI Italy") and Digi Communications Belgium NV ("DIGI Belgium").
DIGI registered office is located in 75 Dr. Nicolae Staicovici Street, 5th District, Bucharest, Romania.
The Group provides telecommunication services of Pay TV (television), Fixed and Mobile Internet and Data, Fixed-line and Mobile Telephony ("CBT") services in Romania and Spain and mobile telephony services in Italy. In December 2024 we started operations in Belgium, where we were attributed mobile spectrum at the 5G auction from 2022. This allowed the Group to expand its business on the Belgian market, in order to provide high quality, affordable telecommunication services. Also in UK a fibre network in early stage of deployment is expected to commence the provision of fixed broadband services on a pilot basis in the near future.
The interim condensed consolidated financial statements were authorized for issue on 15 May 2026.
BASIS OF PREPARATION AND ACCOUNTING POLICIES
BASIS OF PREPARATION
Statement of compliance
These unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2025. These interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2025 which were prepared in accordance with IFRS Accounting Standards as endorsed by the European Union (EU-IFRS) and with Section 2:362(9) of the Dutch Civil Code.
Basis of measurement
The interim condensed consolidated financial statements have been prepared on the historical cost basis, except for investment properties measured at fair value, land and buildings measured at revalued amount, financial assets measured at fair value through OCI, derivative financial instruments measured at fair value and liabilities for equity share-based payments arrangements measured at fair value through Profit or loss.
Judgements and estimates
Preparing the interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these interim condensed consolidated financial statements, significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2025.
Functional and presentation currency
The functional currency as well as the presentation currency for the financial statements of each Group entity is the currency of the primary economic environment in which the entity operates (the local currency), or in which the main economic transactions are undertaken (Romania: RON; Spain, Portugal, Italy and Belgium: EUR, UK: GBP).
The interim condensed consolidated financial statements are presented in Euro ("EUR") and all values are rounded to the nearest thousand EUR, except when otherwise indicated. The Group uses the EUR as a presentation currency of the interim condensed consolidated financial statements under IFRS based on the following considerations:
management analysis and reporting are prepared in EUR;
EUR is used as a reference currency in telecommunication industry in the European Union;
Main debt finance instruments are denominated in EUR.
The assets and liabilities of the subsidiaries are translated into the presentation currency at the rate of exchange ruling at the reporting date (none of the functional currencies of the subsidiaries or the Parent is hyperinflationary for the reporting periods). The income and expenses of the Parent and of the subsidiaries are translated at transaction date exchange rates. The exchange differences arising on the translation from functional currency to presentation currency are taken directly to equity under translation reserve. On disposal of a foreign entity, accumulated exchange differences relating to it and previously recognized in equity as translation reserve are recognized in profit or loss as component of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operation and translated at the closing rate.
BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued)
BASIS OF PREPARATION (continued)
The following rates were applicable at various time periods according to the National Bank of Romania:
2026 2025
Currency
1 Jan
Average for the 3
31 March 1 Jan
Average for the 3
31 March
months
months
RON per 1EUR
5.0985
5.0943
5.0988
4.9741
4.9763
4.9771
USD per 1EUR
1.1750
1.1707
1.1498
1.0389
1.0525
1.0815
2.2. GOING CONCERN
Management believes that the Group will continue as a going concern for the foreseeable future. In the current year and recent years, the Group has managed to achieve consistently strong local currency revenue streams and cash flows from operating activities and has continued to grow the business. These results have been achieved during a period of significant investments in technological upgrades, new services and footprint expansion. The ability to offer multiple services is a central element of DIGI Group strategy and helps the Group to attract new customers, to expand the uptake of service offerings within the existing customer base and to increase customer loyalty by offering high value-for-money package offerings of services and attractive content.
For further information refer to Note 14 b) Liquidity risk.
2.3 MATERIAL ACCOUNTING POLICIES
The material accounting policies applied in these unaudited interim condensed consolidated financial statements are consistent with those applied in the Group's annual consolidated financial statements for the year ended 31 December 2025, except for the adoption of new standards and amendments effective as of 1 January 2026.The adoption of these new standards and amendments did not have a material impact on the Group's interim condensed consolidated financial statements.
The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.
SEGMENT REPORTING
Three months ended 31 March 2026 | Romania | Spain | Portugal | Other | Eliminations | Reconciling item | Group |
Segment revenue | 303,821 | 251,594 | 18,339 | 8,879 | 582,633 | ||
Other income | - | - | - | - | - | ||
Inter-segment revenues | 544 | 590 | - | 14 | (1,148) | - | |
Segment operating expenses | (159,504) | (193,882) | (26,893) | (9,049) | 1,148 | (388,180) | |
Adjusted EBITDA | 144,861 | 58,302 | (8,554) | (156) | 194,453 | ||
Depreciation, amortisation and impairment of non-current assets | (167,083) | (167,083) | |||||
Other income (Note 19) - | 10,294 | - | - | 10,294 | |||
Other expenses (Note 19) (569) | - | - | - | (569) | |||
Operating profit | 37,095 | ||||||
Additions to non-current assets 63,928 | 132,361 | 38,081 | 35,938 | 270,308 | |||
Carrying amount of: | |||||||
Non-current assets 1,879,602 | 1,100,568 | 809,383 | 81,811 | 3,871,364 | |||
Investments in associates and financial 97,400 | - | - | 157,072 | 254,472 | |||
assets at fair value through OCI
The types of products and services from which each segment derives its revenues are disclosed in Note 11.
Three months ended 31 March 2025 | Romania | Spain | Portugal | Other | Eliminations | Reconciling item | Group |
Segment revenue | 287,237 | 216,434 | 17,683 | 8,112 | - | - | 529,466 |
Other income | 2,560 | - | - | - | - | - | 2,560 |
Inter-segment revenues | 704 | 143 | - | 21 | (868) | - | - |
Segment operating expenses | (151,464) | (175,983) | (26,384) | (8,430) | 868 | - | (361,393) |
Adjusted EBITDA | 139,037 | 40,594 | (8,701) | (297) | - | - | 170,633 |
Depreciation, amortisation and impairment of non- - | - | - | - | - | (144,934) | (144,934) | |
Other income (Note 19) - | 20,933 | - | - | - | - | 20,933 | |
Other expenses (Note 19) (210) | - | - | - | - | - | (210) | |
Operating profit | 46,422 | ||||||
Additions to non-current assets 73,297 | 88,426 | 50,355 | 6,187 | - | - | 218,265 | |
Carrying amount of: | |||||||
Non-current assets 1,876,378 | 837,309 | 753,579 | 33,799 | - | - | 3,501,065 | |
Investments in associates and financial assets at fair 582 | - | - | 80,719 | - | - | 81,301 | |
SEGMENT REPORTING (continued)
current assets
value through OCI
The types of products and services from which each segment derives its revenues are disclosed in Note 11.
PROPERTY, PLANT AND EQUIPMENT
Acquisitions and disposals
During the three-month period ended 31 March 2026, the Group added property, plant and equipment with a cost of EUR 122,470 (three-month period ended 31 March 2025: EUR 132,097).
The additions related mainly to networks EUR 52,774 (three-month period ended 31 March 2025: EUR 53,468), construction in progress of EUR 57,282 (three-month period ended 31 March 2025: EUR 55,803) and equipment and devices of EUR 3,468 (three-month period ended 31 March 2025: EUR 17,636).
RIGHT OF USE ASSETS
The Group has lease contracts for various items of land, commercial spaces, network, vehicles, equipment, etc. used in its operations. Right of use assets are accounted for at cost and depreciated over the contract period.
During the three-month period ended 31 March 2026, right of use assets additions are in amount of EUR 58,680 (three-month period ended 31 March 2025: EUR 54,153).
NON-CURRENT INTANGIBLE ASSETS, CURRENT PROGRAMME ASSETS
Intangible assets Acquisitions
Non-current intangible assets
During the three-month period ended 31 March 2026, the Group acquired non-current intangible assets with a cost of EUR 73,602 (three-month period ended 31 March 2025: EUR 31,741).
The additions were as follows:
Software and licences in amount of EUR 61,626 (three-month period ended 31 March 2025: EUR 14,600);
Goodwill and customer relationships in amount of EUR 11,976 (three-month period ended 31 March 2025: EUR 95);
Costs to obtain contracts with customers (Subscriber Acquisition Costs "SAC") in amount of EUR 17,558 (three-month period ended 31 March 2025: EUR 17,047); SAC represents third party costs for acquiring and connecting customers of the Group;
Goodwill
(i) Reconciliation of carrying amount
Balance at 1 January 2026
80,885
Additions
11,976
Disposals
Effect of movement in exchange rates
(2)
Balance at 31 March 2026
92,859
(i) Reconciliation of carrying amount
Balance at 1 January 2025
80,727
Additions
273
Disposals
Effect of movement in exchange rates
(115)
Balance at 31 March 2025
80,885
NON-CURRENT INTANGIBLE ASSETS, CURRENT PROGRAMME ASSETS (CONTINUED)
Impairment testing of goodwill
Goodwill is not amortized but is tested for impairment annually (as at 31 December) and when circumstances indicate the carrying values may be impaired. There were no impairment indicators for the cash generating units to which goodwill was allocated as of 31 March 2026.
Programme assets
During the three-month period ended 31 March 2026, additions of programme assets in the amount of EUR 283 (three-month period ended 31 March 2025: EUR 2,994) represent broadcasting rights for sports competitions for 2026/2027 season and related advance payments for future seasons and also rights for movies and documentaries.
EQUITY
There were no changes in the share capital structure during the period ended 31 March 2026. For stock option plan exercised during the period, please see Note 15.
As at 31 March 2026, the Company had 4.39 million treasury shares (31 March 2025: 4.60 million).
LOANS AND BORROWINGS
Included in long term loans and borrowings are bonds of EUR 594,898 (December 2025: EUR 594,646) and bank loans EUR 981,464 (December 2025: EUR 943,919).
Included in short term loans and borrowing are bank loans of EUR 111,821 (December 2025: EUR 120,640), short portion of long-term loans of EUR 112,551 (December 2025: EUR 91,432) and interest payable amounting to EUR 12,941 (December 2025: EUR 5,766).
The movement in total loans and borrowings is presented in the table below:
Carrying amount
Balance as of 1 January 2026
1,756,404
Proceeds from borrowings
124,827
Repayment of borrowings
(76,177)
Interest expense
19,787
Interest paid
(12,612)
Finance cost
(852)
Amortization of deferred finance costs
2,255
Effect of movements in exchange rates
44
Balance as of 31 March 2026
1,813,676
LEASE LIABILITY
The Group leases mainly network pillars, land, commercial spaces, cars and equipment. As at 31 March 2026, the financial leasing liability of EUR 536,665 (31 December 2025: EUR 515,428) was impacted by the variation of the foreign exchange rate for the Group's main functional currencies, by additions, as well as by modifications for certain leasing contracts related to rent amount and contract period.
10. RELATED PARTY DISCLOSURES | |||
Loans to related Parties | |||
31 December 2025 | 31 December 2025 | ||
Party | |||
Joint Venture in Belgium | (iii) | 69,770 | 40,932 |
Total | 69,770 | 40,932 | |
31 March 2026 | 31 December 2025 | ||
Receivables from related Parties | |||
Ager Imobiliare SRL | (ii) | 177 | 177 |
Joint Ventures in Belgium | (iii) | 5,864 | 8,300 |
Other | 8 | - | |
Total | 6,049 | 8,477 | |
Payables to | related Parties | 31 March 2026 | 31 December 2025 |
RCSM | (i) | 17,058 | 19,234 |
Other | 1,211 | 976 | |
Total | 18,269 | 20,210 | |
(i) (ii) (iii) | Shareholder of DIGI Entities affiliated to shareholder of the parent Joint Venture |
Compensation of key management personnel of the Group
Three months ended 31 March 2026
Three months ended 31 March 2025
Short term employee benefits -salaries 1,648 1,306
REVENUES
The Group generates revenues mainly from revenue from fixed and mobile services invoices mainly as, subscription, traffic and interconnection.
Other sources of revenue include mainly revenues from sale of energy, handsets and other CPE, as well as advertising revenues.
Allocation of revenues from services through business lines and geographical areas is as follows:
Three months ended
Three months ended
31 March 2026
31 March 2025
Country
Romania
303,821
287,235
Spain
251,594
216,435
Portugal
18,339
17,684
Other (1)
8,879
8,112
Total revenues
582,633
529,466
Category
Fixed services (2)
296,390
267,954
Mobile services
238,648
216,750
Other (3)
47,595
44,762
Total revenues
582,633
529,466
Includes mainly revenue from operations in Italy.
Includes mainly revenues from subscription for CATV, fixed internet, fixed telephony and DTH services.
Includes mainly revenues from sale of handsets and other CPE, energy, as well as advertising revenues.
The split of revenues based on timing of revenue recognition is presented below:
Timing of revenue recognition | Three months ended | Three months ended |
31 March 2026 | 31 March 2025 | |
Goods transferred at a point in time | 13,998 | 14,333 |
Services transferred over time | 568,635 | 515,133 |
Total revenues | 582,633 | 529,466 |
The transfer of goods to the customer at a point in time are presented in the first table above as Other revenues. The rest of the services provided to customers are presented as revenues for each category line and country.
12. OPERATING EXPENSES | ||
Three months ended 31 March 2026 | Three months ended 31 March 2025 | |
Depreciation of property, plant and equipment | 70,846 | 62,201 |
Depreciation of right of use assets | 31,594 | 28,839 |
Amortization of non-current intangible assets and programme assets | 42,017 | 42,939 |
Amortization of subscriber acquisition costs | 16,153 | 9,870 |
Impairment of property, plant and equipment | 4,478 | 657 |
Impairment of subscriber acquisition costs | 1,995 | 428 |
Employee benefits | 108,842 | 96,992 |
Costs related to fixed services | 69,564 | 62,924 |
Telephony expenses | 105,213 | 113,384 |
Cost of materials sold | 14,540 | 13,400 |
Invoicing and collection expenses | 4,333 | 4,563 |
Taxes and penalties | 5,264 | 5,079 |
Electricity cost and other utilities | 27,666 | 26,012 |
Impairment of receivables and other assets, net of reversals | 3,145 | 2,056 |
Regulatory fees | 15,816 | 5,745 |
Other materials and subcontractors | 1,724 | 2,208 |
Other services | 12,767 | 10,355 |
Other operating expenses | 19,306 | 18,675 |
Total operating expenses | 555,263 | 506,327 |
Share option plans' expenses accrued in the period are included in the caption Salaries and related taxes. For details, please see Note 15.
13. NET FINANCE COSTS | ||
Three months ended 31 March 2026 | Three months ended 31 March 2025 | |
Finance income | ||
Interest income | 648 | 1,457* |
Other financial income | 2,212 | 2,031* |
Foreign exchange differences (net) | - | 1,612 |
2,860 | 5,100 | |
Finance costs | ||
Interest expense | (22,527) | (21,669) |
Interest expense for lease liability | (6,793) | (6,515) |
Other financial expenses | (6,699) | (3,009) |
Foreign exchange differences (net) | (713) | - |
(36,732) | (31,193) | |
Net Financial Cost | (33,872) | (26,093) |
*Adjusted for comparative purposes. | ||
14. FINANCIAL RISK MANAGEMENT | ||
The Group has exposure to the following risks from the use of financial instruments:
credit risk
liquidity risk
market risk (including currency risk and interest rate risk).
This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's trade receivables from customers.
Management mitigates customer credit risk mainly by monitoring the subscribers to continuous services (telecommunications and energy) and identifying potential bad debt cases, which are suspended, in general between 10 and 30 days after the invoice due.
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