Independent Auditors’ Review report – Consolidated financial statements as of June 30, 2026

Digital Bros S.p.A.

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010, and article 10 of EU Regulation n. 537/2014

EY S.p.A.

Via Meravigli, 12

20123 Milano

Tel: +39 02 722121

Fax: +39 02 722122037

ey.com

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation

n. 537/2014

(Translation from the original Italian text)

To the Shareholders of Digital Bros S.p.A.

Report on the Audit of the Consolidated Financial Statements

We have audited the consolidated financial statements of Digital Bros Group (the Group), which comprise the consolidated statement of financial position as at 30th June 2026, and the consolidated statement of income, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at 30th June 2026, and of its financial performance and its cash flows for the year then ended in accordance with IFRS accounting standards issued by International Accounting Standards Board as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005.

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Digital Bros S.p.A. in accordance with the regulations and standards on ethics and independence applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

EY S.p.A.

Sede Legale: Via Meravigli, 12 - 20123 Milano Sede Secondaria: Via Lombardia, 31 - 00187 Roma Capitale Sociale Euro 3.000.000 i.v.

Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi

Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998

A member firm of Ernst & Young Global Limited

We identified the following key audit matters:

Intangible assets include costs incurred for the acquisition and development of intellectual property, user licences and multi-year video game licences, recognised as of 30 June 2026 within concessions and licences for Euro 29,630 thousand and within intangible assets under development for Euro 42,975 thousand. Such intangible assets are amortised on a systematic basis from the date on which the video games become available for commercialisation.

The processes and methodologies applied in assessing and determining the recoverable amount of intangible assets are based on assumptions, at times complex, which by their nature require the exercise of Management's judgment, in particular with reference to the estimate of the related future cash flows and to the determination of the discount rates.

In view of the judgment involved and the complexity of the assumptions applied in estimating the recoverable amount of the aforementioned intangible assets, we considered this matter to be a key audit matter.

The disclosures on the recoverability of concessions, licences and assets under development are set out in note 3 "Discretionary items and significant estimates" and in paragraph 3 "Intangible assets" of note 8 "Consolidated balance sheet as of June 30th 2026" to the consolidated financial statements.

Our audit procedures in response to the key audit matter included, among others:

• obtaining an understanding of the process implemented by the Group for the assessment of the recoverability of concessions, licences and assets under development;

• assessing the reasonableness of the future cash flow projections and the consistency of the cash flow projections used in the impairment tests of the principal concessions, licences and assets under development with the Group's strategic plan for the period 2027-2031;

• performing analytical and substantive procedures in order to test the accuracy and completeness of the data used by the Group;

• testing, on a sample basis, the additions recognised in the period;

• assessing the determination of the discount rates applied.

  In carrying out our procedures we were also supported by our valuation specialists, who performed an independent recalculation and carried out sensitivity analyses on the key assumptions, in order to determine the changes in such assumptions that could materially impact the measurement of the recoverable amount.

  Finally, we assessed the adequacy of the disclosures provided in the notes to the consolidated financial statements in relation to the recoverability of concessions, licences and assets under development

  Recognition of digital distribution revenues

  As of 30th June 2026, revenues recognised in the consolidated financial statements amount to Euro 108,455 thousand, of which Euro 92,386 thousand arising from the sale of video games in the digital distribution market.

  Sales arrangements for video games in the

  Our audit procedures in response to the key audit matter included, among others:

• obtaining an understanding of the process adopted by the Group for revenue recognition;

• analysing the contractual terms of sale agreed with the principal customers and verifying the satisfaction of the related performance obligations;

  digital distribution market are entered into under contractual terms that, in certain cases, entail elements of complexity with reference to the determination of the existence of revenues and of the period in which they are recognised.

  Revenue recognition requires an assessment of the contractual terms of sale and of the satisfaction of the performance obligations relevant to the timing and amount of revenue recognised.

  The verification of the terms and conditions of the sales arrangements and of their application in the recognition of revenues was considered a key audit matter, in view of the specific features of certain contractual terms applied in sales transactions.

  The Group disclosed the criteria adopted for the recognition of digital distribution revenues in note 2 "Accounting policies" to the consolidated financial statements.

• performing analytical procedures over the accounting for revenues, also taking into account the seasonality of the video game market;

• critically assessing the assumptions applied by Management;

• performing substantive procedures with reference to revenues recognised close to the reporting date.

Finally, we assessed the adequacy of the disclosures provided in the notes to the consolidated financial statements in relation to the recognition of the revenues in question.

The Directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS accounting standards issued by International Accounting Standards Board as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005 and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Directors are responsible for assessing the Group's ability to continue as a going concern and, when preparing the consolidated financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the consolidated financial statements on a going concern basis unless they either intend to liquidate the Parent Company Digital Bros S.p.A. or to cease operations, or have no realistic alternative but to do so.

The statutory audit committee ("Collegio Sindacale") is responsible, within the terms provided by the law, for overseeing the Group's financial reporting process.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition:

• we have identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• we have obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;

• we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;

• we have concluded on the appropriateness of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;

• we have evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• we have obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

  We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

  We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated them all matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken to eliminate relevant risks or the safeguard measures applied.

  From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor's report.

  Additional information pursuant to article 10 of EU Regulation n. 537/14

  The shareholders of Digital Bros S.p.A., in the general meeting held on 27th October 2021, engaged us to perform the audits of the consolidated financial statements for each of the years ending 30th June 2022 to 30th June 2030.

  We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU Regulation n. 537/2014, and that we have remained independent of the Group in conducting the audit.

  We confirm that the opinion on the consolidated financial statements included in this report is consistent with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014.

  Report on compliance with other legal and regulatory requirements

  Opinion on the compliance with Delegated Regulation (EU) 2019/815

  The Directors of Digital Bros S.p.A. are responsible for applying the provisions of the European Commission Delegated Regulations (EU) 2019/815 for the regulatory technical standards on the specification of a single electronic reporting format (ESEF - European Single Electronic Format) (the "Delegated Regulation") to the consolidated financial statements as of 30th June 2026, to be included in the annual financial report.

  We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express an opinion on the compliance of the consolidated financial statements as at 30th June 2026 with the provisions of the Delegated Regulation.

  In our opinion, the consolidated financial statements as at 30th June 2026 have been prepared in the XHTML format and have been marked-up, in all material aspects, in compliance with the provisions of the Delegated Regulation.

  Due to certain technical limitations, some information included in the notes to the consolidated financial statements when extracted from the XHTML format to an XBRL instance may not be reproduced in an identical manner with respect to the corresponding information presented in the consolidated financial statements in XHTML.

  Opinion and statement pursuant to article 14, paragraph 2, subparagraph e), e-bis) and e-ter) of Legislative Decree n. 39 dated 27 January 2010 and pursuant to article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998

  The Directors of Digital Bros S.p.A. are responsible for the preparation of the Report on Operations and of the Report on Corporate Governance and Ownership Structure of Group Digital Bros as at 30th June 2026, including their consistency with the related consolidated financial statements and their compliance with the applicable laws and regulations.

  We have performed the procedures required under audit standard SA Italia n. 720B, in order to:

• express an opinion on the consistency of the Report on Operations and of specific information included in the Report on Corporate Governance and Ownership Structure as provided for by article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the consolidated financial statements;

• express an opinion of the compliance with the laws and regulations of the Report on Operations and the above mentioned specific information included in the Report on Corporate Governance and Ownership Structure pursuant article n. 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998;

• issue a statement on any material misstatement in the Report on Operations and in certain specific information contained in the Report on Corporate Governance and Ownership Structure pursuant article n. 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998.

In our opinion, the Report on Operations and the specific information contained in the Report on Corporate Governance and Ownership Structure pursuant article n. 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, are consistent with the consolidated financial statements of Digital Bros Group as at 30th June 2026.

Furthermore, in our opinion, the Report on Operations and the specific information contained in the Report on Corporate Governance and Ownership Structure pursuant article n. 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, comply with the applicable laws and regulations.

With reference to the statement required by art. 14, paragraph 2, subparagraph e-ter), of Legislative Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have no matters to report.

Milano, 28th September 2026 EY S.p.A.

Signed by: Cristina Pigni, Auditor

This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.