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ISPD: 2025 Interim financial report

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Interim financial report ISPD Network, S.A. Consolidated financial statements at 30 June 2025 page 2 Statutory financial statements at 30 June 2025 page 84 ISPD Network, S.A. Interim financial statements consolidated at 30 June 2025 ISPD NETWORK S.A. AND SUBSIDIARIES COMPANIES

Consolidated Interim Financial Statements as of 30 June 2025

ISPD NETWORK, S.A. AND SUBSIDIARIES

Interim Financial Statements Consolidated as of 30 June 2025

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2025:

Consolidated Statement of Financial Position to 30 June 2025 Consolidated Income Statement at 30 June 2025

Consolidated Statement of Comprehensive Income at 30 June 2025 Consolidated Statement of Changes in Equity at 30 June 2025

Consolidated Cash Flow Statement of 30 June 2025 Consolidated Notes at 30 June 2025

ISPD NETWORK S.A. AND SUBSIDIARIES

CONSOLIDATED INTERIM FINANCIAL STATEMENTS TO 30 JUNE 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF 30 JUNE 2025

(Expressed in euros)

ASSETS

Note

30/06/2025

31/12/2024

30/06/2024

Tangible fixed assets

6

1,204,724

1,369,814

1,378,291

Goodwill from full consolidation

5

7,809,514

8,085,976

10,754,813

Goodwill

7

1,572,417

1,776,566

245,998

Intangible assets

7

2,734,639

3,058,550

1,901,593

Assets in progress

7

797,378

563,508

1,320,552

Non-current financial assets

9

166,971

135,474

156,589

Non-current financial assets of group companies

9 and 23

2,037,600

1,451,600

-

Deferred tax assets

15

4,638,588

4,958,084

5,653,345

Non-current assets

20,961,831

21,399,572

21,411,181

Trade and other accounts receivable

9

26,475,203

41,397,190

33,139,180

Customers group companies

9 and 23

414,286

251,733

251,513

Other current assets

9

1,920,615

494,621

327,934

Other current assets of group companies

9 and 23

3,304

6,000

583,786

Public adminitration to be charged

15

7,777,116

7,938,041

8,202,991

Current tax assets

15

223,348

234,444

384

Prepaid expenses

441,829

369,352

548,075

Cash and liquid equivalents

9

5,196,141

6,531,325

6,354,932

Current assets

42,451,843

57,222,706

49,408,796

Total assets

63,413,674

78,622,279

70,819,977

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2025

(Expressed in euros)

NET ASSETS AND LIABILITIES

30/06/2025

31/12/2024

30/06/2024

Share capital

12

819,019

819,019

819,099

Own shares

(665,000)

(665,000)

(665,000)

Legal reserve

46,282

46,282

46,282

Reserves in companies under full consolidation

6,226,506

5,482,002

7,613,434

Negative results from previous years

(2,152,655)

-

-

Profit for the year attributable to the parent company

(2,134,466)

(472,798)

(3,888,252)

External partners

(79,418)

6,985

(186,086)

Conversion differences

13

(756,687)

(409,523)

(371,920)

Equity attributable to the parent company

12

1,382,999

4,799,982

3,553,643

Equity attributable to minority interest

(79,418)

6,985

(186,086)

Equity

12

1,303,581

4,806,967

3,367,557

Long-term debts with credit institutions

10

2,243,439

2,704,954

3,413,825

Long-term debts with group companies

10 and 23

7,388,480

7,726,852

7,726,852

Other long-term debts

10

1,995,192

2,582,099

1,885,798

Non-current fixed asset suppliers

-

1,797

4,657

Provisions

10 and 17

337,513

364,428

283,841

Deferred tax liabilities

15

30,502

31,949

78,563

Non-current liabilities

11,995,125

13,412,078

13,393,536

Short-term debts with credit institutions

10

10,957,483

9,847,791

9,760,429

Other short-term debts

10

1,693,494

860,270

2,518,502

Short-term debts with group companies

10 and 23

2,089,194

1,446,798

1,106,273

Trade and other accounts payable

10

26,527,325

36,791,309

32,058,208

Group company suppliers

10 and 23

1,859,514

1,869,123

1,846,758

Fixed asset suppliers

35,492

39,372

40,149

Personnel payables

10

2,173,649

2,057,607

1,796,925

Public administrations to be paid

15

3,932,129

5,421,308

3,884,814

Current tax liabilities

15

137,229

145,176

(77,091)

Anticipated income

622,249

1,696,482

911,715

Other current liabilities

10

87,210

227,997

212,202

Current liabilities

50,114,968

60,403,233

54,058,883

Total net assets and liabilities

63,413,674

78,622,279

70,819,977

ISPD NETWORK S.A. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

(Expressed in euros)

PROFIT AND LOSS

Note

30/06/2025

31/12/2024

30/06/2024

Revenue

16.a

60,817,398

156,089,185

68,508,876

Other income

79,396

452,620

297,399

Work carried out by the company on its assets

316,250

158,654

301,706

Allocation of subsidies

256,090

112,583

81,585

TOTAL OPERATING INCOME

61,469,135

156,813,043

69,189,566

Supplies

16.b

(39,520,043)

(107,023,902)

(47,411,527)

Personnel expenses

16.c

(18,400,911)

(38,906,988)

(19,827,735)

Wages, salaries and similar

(15,052,820)

(32,171,220)

(16,261,126)

Social security contributions

(3,348,091)

(6,735,768)

(3,566,609)

Provisions for depreciation of fixed assets

(983,120)

(1,691,780)

(807,988)

Provision for tangible fixed assets

6

(311,095)

(620,165)

(319,686)

Allocation to intangible fixed assets

7

(672,025)

(1,071,616)

(488,302)

Other operating expenses

(5,229,511)

(8,773,519)

(4,679,208)

External services

16.d

(4,942,871)

(8,183,651)

(4,279,971)

Impairment of current assets

16.g

(286,640)

(590,236)

(399,237)

Impairment and results from disposal of fixed assets

368

Other results

53,981

290,145

241,041

Result from loss of control of consolidated shareholdings

2

1,074,904

1,403,759

12,892

TOTAL OPERATING EXPENSES

(63,004,700)

(154,702,285)

(72,472,525)

OPERATING INCOME

(1,535,565)

2,110,758

(3,282,959)

Third-party financial income

16.e

119,246

78,623

36,684

Group financial income

118,524

39,795

11,213

Positive exchange differences

193,423

460,738

193,287

TOTAL FINANCIAL INCOME

431,193

579,156

241,184

Third-party financial expenses

16.f

(630,662)

(693,459)

(337,256)

Group financial expenses

(99,417)

(439,903)

(230,455)

Negative exchange differences

(213,549)

(679,315)

(199,161)

TOTAL FINANCIAL EXPENSES

(943,628)

(1,812,677)

(766,872)

FINANCIAL RESULT

(512,436)

(1,233,521)

(525,688)

OUTCOME OF CONTINUING OPERATIONS

(2,048,001)

877,237

(3,808,647)

CONSOLIDATED PROFIT BEFORE TAXES

(2,048,001)

877,237

(3,808,647)

Corporate income Tax

15

(49,392)

(1,134,470)

(153,067)

Taxes and other

(15,139)

(128,698)

(32,743)

CONSOLIDATED RESULT FOR THE YEAR

(2,112,531)

(385,932)

(3,994,457)

Profit attributable to shareholders and minority interests

21,935

86,867

(106,204)

RESULT ATTRIBUTED TO HOLDERS OF EQUITY INSTRUMENTS OF THE PARENT COMPANY

(2,134,466)

(472,798)

(3,888,252)

Earnings per share:

Basic

(0.14)

(0.03)

(0.26)

Diluted

(0.15)

(0.03)

(0.26)

ISPD NETWORK, S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2025

(Expressed in euros)

30/06/2025

31/12/2024

30/06/2024

PROFIT AND LOSS ACCOUNT RESULT

(2,134,466)

(472,798)

(3,994,457)

Income and expenses recognised directly to equity:

Conversion differences Minority interests

Subsidies, donations and legacies Tax effect

-

(347,164)

21,935

-

-

-

(436,079)

86,867

-

-

-

398,476

(106,204)

-

-

TOTAL INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY

(325,229)

(349,212)

292,271

Transfers to the profit and loss account:

Adjustment for changes in value Grants, donations and legacies Tax effect

-

-

-

TOTAL TRANSFERS TO THE PROFIT AND LOSS ACCOUNT

-

-

-

TOTAL RECOGNISED INCOME AND EXPENSES

(2,459,697)

(822,011)

(3,702,186)

Attributable to the parent company Attributable to minority interests

(1,025,126)

21,935

(472,798)

86,867

(3,888,252)

106,204



Interim Consolidated Financial Statements of ISPD Network, S.A. and Subsidiaries as at 30 June 2025

ISPD NETWORK, S.A. AND SUBSIDIARIES STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY AS OF 30 JUNE 2025

(Expressed in euros)

Subscribed capital

Share premium

Reserves and profit for the year

(Shares of the parent company)

Other equity instruments

Translation differences

External partners

Total

Balance at 01/01/2024

819,099

-

7,695,047

(665,000)

-

26,556

(112,314)

7,763,389

Recognised income and expenses

-

-

(472,798)

-

-

(436,078)

86,867

(822,010)

Other operations

(80)

-

(1,245,035)

-

-

-

32,432

(1,212,683)

Exit from consolidation perimeter

-

-

(921,728)

-

-

-

-

(921,728)

Balance at 31/12/2024

819,019

-

5,055,486

(665,000)

-

(409,522)

6,985

4,806,968

Adjustments for error corrections

Balance at 31/12/2024

819,019

-

5,055,486

(665,000)

-

(409,522)

6,985

4,806,968

Recognised income and expenses

-

-

(2,134,466)

-

-

(347,165)

21,935

(2,459,697)

Other transactions

-

-

(935,352)

-

-

(108,338)

(1,043,690)

Capital increases and other distributions

-

-

-

-

-

-

-

Exit from consolidation perimeter

-

-

-

-

-

-

-

-

Transactions involving shares of the Parent Company

-

-

-

-

-

-

-

-

Dividend

-

-

-

-

-

-

-

-

Balances at 30/06/2025

819,019

-

1,985,667

(665,000)

-

(756,687)

(79,418)

1,303,581

ISPD NETWORK, S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

(Expressed in euros)

CASH FLOW STATEMENT

Explanatory note

30/6/2025

31/12/2024

30/6/2024

CASH FLOWS FROM ORDINARY ACTIVITIES (A)

(76,909)

(4,832,658)

(6,868,642)

Profit before tax

Adjustment of items not involving cash movements:

+ Depreciation

+/- Impairment adjustments

+/- Subsidies transferred to profit or loss

  • Financial income

    + Financial expenses

    +/- Exchange rate differences

    +/- Other income and expenses

    +/- Income and expenses recognised due to loss of control

    +/- Other taxes

    Adjustment for changes in working capital:

    Change in accounts receivable Change in accounts payable balance Change in other current assets Change in other non-current liabilities Change in other current liabilities Other non-current assets

  • Payment of income tax Tax refunds

Interest payments (-)

Interest income (+)

(2,048,001)

877,237

(3,808,647)

6 and 7

983,120

1,252,238

582,669

10.2

241,630

517,740

(343,173)

(114,097)

-

23,170

16

(237,769)

(118,418)

(47,897)

16

730,079

1,133,362

567,711

11

20,126

218,577

(5,874)

(370,231)

(449,166)

(555,639)

2

(1,074,904)

(1,403,759)

-

-

(128,698)

-

14,905,416

5,156,656

13,414,886

(10,273,594)

(5,946,679)

(9,494,999)

(1,363,462)

(1,348,759)

(3,542,966)

160,841

412,859

(33,994)

(1,021,855)

(3,706,648)

(2,062,967)

(31,497)

49,462

269,868

(88,950)

(773,619)

(1,578,430)

-

-

37,000

(630,662)

(693,459)

(337,256)

136,902

118,418

47,897

CASH FLOWS FROM INVESTING ACTIVITIES (B)

(864,000)

(1,917,534)

(907,015)

Acquisition of intangible assets

7

(829,000)

(1,347,425)

(527,156)

Acquisition of tangible fixed assets

6

(35,000)

(193,109)

(6,299)

Own shares

-

-

-

Business combination

-

(377,000)

(377,000)

Disposals of fixed assets

-

-

3,440

CASH FLOWS FROM FINANCING ACTIVITIES (C)

(47,635)

1,996,691

2,808,161

Change in group debt

(586,000)

(1,048,723)

(200,000)

Change in debts with other entities

648,176

3,045,415

3,008,161

Subsidies received

Distribution of dividends

-

-

-

Remuneration of other equity instruments (-)

-

-

-

Change in other debts

(109,812)

-

EFFECT OF EXCHANGE RATE VARIATIONS (D)

(347,164)

(436,079)

(398,476)

Net change in cash and other liquid assets (E=A+B+C+D)

(1,335,709)

(5,189,579)

(5,365,972)

Cash and other liquid assets at the beginning of the period (F)

6,531,325

11,720,904

11,720,904

Additions from business combinations at transaction date

-

-

-

Cash and other liquid assets at the end of the period (G=E+F)

5,195,616

6,531,325

6,354,932

Index

NOTE 1.

GROUP COMPANIES, MULTIGROUP AND ASSOCIATES

11

NOTE 2.

BASIS OF PRESENTATION OF THE CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

16

NOTE 3.

EARNINGS PER SHARE

20

NOTE 4.

SIGNIFICANT ACCOUNTING POLICIES

21

NOTE 5.

GOODWILL FROM CONSOLIDATION

39

NOTE 6.

TANGIBLE FIXED ASSETS

42

NOTE 7.

INTANGIBLE FIXED ASSETS

44

NOTE 8.

LEASES

45

NOTE 9.

LONG-TERM AND SHORT-TERM FINANCIAL ASSETS

47

NOTE 10.

NON-CURRENT AND CURRENT FINANCIAL LIABILITIES

49

NOTE 11.

INFORMATION ON THE NATURE AND LEVEL OF RISK ARISING FROM

FINANCIAL

52

NOTE 12.

CAPITAL AND RESERVES

56

NOTE 13.

TRANSLATION DIFFERENCES

57

NOTE 14.

R&D&I PROJECTS

58

NOTE 15.

TAX POSITION

60

NOTE 16.

INCOME AND EXPENSES

65

NOTE 17.

PROVISIONS AND CONTINGENCIES

67

NOTE 18.

ENVIRONMENTAL INFORMATION

67

NOTE 19.

POST-CLOSING EVENTS

67

NOTE 20.

REMUNERATION, SHAREHOLDINGS AND BALANCES WITH THE BOARD

OF DIRECTORS OF THE PARENT COMPANY

68

NOTE 21.

OTHER INFORMATION

69

NOTE 22.

SEGMENT INFORMATION

71

NOTE 23.

RELATED PARTY TRANSACTIONS

75

NOTE 24.

BUSINESS COMBINATIONS

77

NOTE 25.

FAIR VALUE MEASUREMENT

80

ISPD NETWORK, S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025

NOTE 1. GROUP COMPANIES, MULTIGROUP AND ASSOCIATED COMPANIES

  1. Parent company; general information and activity.

    1. Incorporation and registered office

      ISPD Network, S.A. (hereinafter the Parent Company), previously known as Antevenio, S.A., was incorporated on 20 November 1997 under the name "Interactive Network, S.L." in Spain, becoming a public limited company and changing its name to I-Network Publicidad, S.A. on 22 January 2001. Previously, on 7 April 2005, the General Shareholders' Meeting agreed to change the name of the Parent Company to Antevenio

      S.A. On 25 November 2021, the General Shareholders' Meeting agreed to change the name to ISPD Network S.A.

      Its registered office is located at C/Apolonio Morales 13C, Madrid.

      The Company, whose main shareholders are detailed in note 12, is controlled by ISP Digital, S.L.U., which is the ultimate parent company of the Group.

    2. General information

      The Interim Consolidated Financial Statements of the ISPD Network Group have been prepared and formulated by the Board of Directors of the parent company.

      The interim consolidated financial statements are presented in euros without decimals. The figures are presented in euros unless otherwise indicated.

    3. Activity

      Its activity consists of carrying out those activities which, according to current advertising regulations, are typical of general advertising agencies, and it may perform all kinds of acts, contracts and operations and, in general, take all measures that directly or indirectly lead to or are deemed necessary or convenient for the fulfilment of the aforementioned corporate purpose. The activities of its corporate purpose may be carried out in whole or in part by the parent company, either directly or indirectly through its participation in other companies with an identical or similar purpose.

      The shares of ISPD Network, S.A. are listed on the French alternative stock market Euronext Growth. The year in which trading began on this market was 2007.

    4. Financial Year

      The parent company's financial year covers the period from 1 January to 31 December of each year.

  2. Subsidiaries companies

The details of the subsidiaries included in the scope of consolidation is as follows:

Percentage Percentage

Company shareholding shareholding 30/06/2025 31/12/2024

Mamvo Performance, S.L.U.

100%

100%

Marketing Manager Servicios de Marketing S.L.U. (j)

-

100%

ISPD Italia S.R.L

100%

100%

Rebold Marketing S.L

100%

100%

Antevenio France S.R.L. (e)

-

-

Antevenio Argentina S.R.L. (a)

100%

100%

Antevenio México S.A de C.V

100%

100%

Antevenio Publicité, S.A.S.U. (h)

-

-

Antevenio Media S.L.U.

100%

100%

B2Marketplace Ecommerce Consulting Group, S.L. (f)

100%

100%

Rebold Communication S.L.U.

100%

100%

Happyfication, Inc.

100%

100%

Acceso Content in Context, S.A. de C.V.

100%

100%

Access Colombia, S.A.S

100%

100%

Digilant Colombia, S.A.S.

100%

100%

Digilant INC

100%

100%

Digilant Peru S.A.C.

100%

100%

Dglnt S.A. de C.V.

100%

100%

Filipides S.A. de C.V.(b)

100%

100%

B2Marketplace México, S.A. de C.V. (f)

100%

100%

Blue Digital Marketing Services S.A.

65%

65%

Digilant Chile, S.p.a.(c)

100%

100%

Blue Media, S.p.A. (c)

100%

100%

Rebold Panama, S.A.

100%

100%

Rocket PPC SRL (d)

-

-

ISPD Iberia SL(g)

100%

100%

B2Marketplace Holding SL(g)

100%

100%

B2Marketplace USA, Inc. (f) (g)

100%

100%

UTE senasa (i)

100%

-

UTE Drassanes (i)

100%

-

B2Marketplace Italy Limited Liability Company (i)

100%

-

The percentage of shareholding corresponds to the percentage of voting rights.

The shareholding in these subsidiaries is held by the parent company, except in the case of:

  1. Shareholding held by Mamvo Performance, S.L.U. and Rebold Marketing, S.L.U. (formerly Antevenio España, S.L.U.) (75% and 25% respectively).

  2. Shareholding held by Digilant SA de CV

  3. Shareholdings held by Blue Digital

  4. On 10 October 2023, ISPD Italia (formerly Rebold Italia) acquired the company Rocket PPC. This company was fully integrated into the scope of consolidation as of 1 September 2023, the date on which it assumed control of the company. During the 2024 financial year, ISPD Italia absorbed Rocket PPC (see note 24).

  5. On 30 April 2024, Antevenio France, S.R.L. was dissolved in its entirety. This transaction generated a consolidated profit of €38,753, recorded in the income statement under the heading "Result from loss of control of consolidated holdings".

  6. Subsidiaries of B2Marketplace Holding SL.

  7. In 2024, three new companies were incorporated: ISPD Iberia, creation and implementation of advertising campaigns in various media, as well as marketing strategy management; B2Marketplace Holding, technical consulting, innovation consulting and other professional services; and finally, B2Marketplace USA, Inc, technical consulting, innovation consulting and other professional services.

  8. On 15 December 2024, ISPD Network SA, in its capacity as sole shareholder, approved the early dissolution of Antevenio Publicité, with effect from 15 December 2024. On that same date, Antevenio Publicité formalised its dissolution, which meant the cessation of its activity. This dissolution resulted in income for the group, recorded in the profit and loss account under the heading "Result from the loss of control of consolidated holdings" in the amount of €1,365,006.

  9. In 2025, a new company was formed, B2Marketplace Italy SRL, providing technical consulting, innovation advice and other professional services. Two joint ventures were also formed, UTE Senasa and UTE Drassanes, providing technical consulting and communication activities.

  10. On 30 June 2025, ISPD Network SA, in its capacity as sole shareholder, approved the sale of Marketing Manager Servicios de Marketing S.L. (see note 24).

Subsidiaries have been included in the consolidation using the full consolidation method, which has been determined by the assumption of owning the majority of voting rights. They also close their annual accounts on 31 December of each financial year.

No subsidiaries are excluded from the consolidation process.

The main characteristics of the subsidiaries are as follows:

Company

Year of incorporation/takeover

Registered office

Corporate purpose

Mamvo Performance, S.L.U.

1996

C/ Apolonio Morales 13C 28036 Madrid

Online advertising and direct marketing for generating useful contacts.

ISPD Italia S.R.L.

2004

Via Dei Piatti 11 CP 20123 Milan

Internet advertising and marketing

Rebold Marketing S.L.U.

2009

C/ Apolonio Morales 13C 28036 Madrid

Provision of advertising services and online advertising and e-commerce through telematic media

Antevenio Argentina S.R.L.

2010

Esmeralda 1376, 2nd floor Buenos Aires, Argentina

Provision of commercial intermediation, marketing and advertising services.

Antevenio México, S.A. de CV

2007

Goldsmith 352, Miguel Hidalgo Polanco III Section CP 11540 Mexico City

Other advertising services

B2Marketplace Ecommerce Consulting Group, S.L

2017

C/ Apolonio Morales 13C 28036 Madrid

Company specialising in optimising and improving the presence of brands, manufacturers and distributors on digital

platforms

Rebold Communication, S.L.U.

1986

Rambla Catalunya, 123, Entlo. 08008 Barcelona

Provision of Internet access services. Creation, management and development of

Internet portals

Happyfication Inc

2011

68 Harrison Avenue #605 PMB

14953 Boston, MA 02111 (USA)

Independent advertising technology company that provides its partners and clients with tools and services to plan, measure and distribute digital media more effectively.

Acceso Content in Context S.A. de C.V.

2014

Goldsmith 352, Miguel Hidalgo Polanco III Sección CP 11540 Mexico City

Provision of Internet access services. Creation, management and development of Internet portals.

Acceso Colombia, S.A.S

2013

Carrera 10 #97A-13, Office 408, Tower A Bogotá DC

Provision of monitoring and analysis services for news content in the media

Digilant Colombia, S.A.S.

2013

Carrera 10 #97A-13, Office 408, Tower A Bogotá DC

Evaluation and negotiation of advertising space and sales, provision of consulting, marketing, communication and general advisory services

Digilant Inc

2009

68 Harrison Avenue #605 PMB

14953 Boston, MA 02111 (USA)

Independent advertising technology company that provides its partners and clients with tools and services to plan, purchase, measure and distribute digital media more effectively.

Dglnt, SA de CV

2010

Goldsmith 352, Miguel Hidalgo Polanco III Sección CP 11540 Mexico City

Purchase, sale, exchange, marketing and other commercial transactions relating to all types of advertising space.

Filipides, S.A. de C.V.

2008

Goldsmith 352, Miguel Hidalgo Polanco III Section CP 11540 Mexico City

Selecting and recruiting personnel for any position and providing personal items to any third party

B2Marketplace México, S.A. de C.V.

2018

Goldsmith 352, Miguel Hidalgo Polanco III Section CP 11540 Mexico City

Provision of administrative services, personnel management, consulting, marketing, communication and general advisory services.

Company

Year of incorporation/takeover

Registered office

Corporate purpose

Digilant Perú, S.A.C.

2017

Calle los Forestales 573 -Residencial Los Ingenieros -District of La Molina -Province and Department of

Lima

Evaluation and negotiation of advertising space and sales, provision of consulting services, marketing communication and general advice

Blue Digital Marketing Services, S.A.

2011

Av Apoquindo 5950 - 20th floor - Las

Condes - Santiago Metropolitan Region, Chile

Advertising, publicity, marketing

Digilant Chile, S.p.a.

2017

General del Canto 50 -

Office 301 PROVIDENCIA

/ SANTIAGO

Evaluation and negotiation of advertising space, provision of consulting services,

marketing communication and general advice

Rebold Panama, S.A.

2020

OBARRIO, AVENIDA SAMUEL LEWIS Y CALLE 53, EDIFICIO OMEGA, 6O PISO, OFICINA NO. 6B-861

PANAMA,

Conducting business of any nature, within or outside the Republic of Panama

Blue Media S.P.A

2015

Av Apoquindo 5950 - 20th floor - Las Condes -metropolitan region

Santiago

Advertising, publicity, marketing

Antevenio Media SLU

2023

C/ Apolonio Morales 13C 28036 Madrid

Provision of advertising services and online advertising and e-commerce through telematic media

ISPD Iberia SL

2024

C/ Apolonio Morales 13C 28036 Madrid

Creation and implementation of advertising campaigns in various media, as well as marketing strategy management

B2Marketplace Holding SL

2024

C/ Apolonio Morales 13C 28036 Madrid

Company specialising in optimising and improving the presence of brands,

manufacturers and distributors on digital platforms

B2Marketplace USA, Inc.

2024

68 Harrison Avenue #605 PMB

14953 Boston, MA 02111 (USA) USA

Company specialising in optimising and improving the presence of brands,

manufacturers and distributors on digital platforms

UTE Senasa

2025

C/ Apolonio Morales 13C 28036 Madrid

Consultancy and communication activities for the "Digital training voucher in transport" programme for the Board of Directors of Services and Studies for Air Navigation and Aviation Safety S.M.E.

UTE Drassanes

2025

Rambla Catalunya, 123,

Entlo. 08008 Barcelona

Consultancy and communication activities for the programme "Translation and correction service for various documents belonging to the

Drassanes Reials i Museus Marítim de Barcelona consortium"

B2Marketplace Italy SRL (i)

2025

Via dei Piatti 11 CP 20123 Milan

Company specialising in optimising and improving the presence of brands,

manufacturers and distributors on digital platforms

NOTE 2. BASIS OF PRESENTATION OF THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

  1. Application of International Financial Reporting Standards (IFRS)

    The Consolidated Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council, taking into account all accounting principles and standards and mandatory valuation criteria that have a significant effect. The Consolidated Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS-EU) since 2006, the date on which the Group was listed on the French Euronext Growth alternative stock market (see note 1) in 2007.

    Note 4 summarises the most significant accounting principles and valuation criteria applied in the preparation of these Interim Consolidated Financial Statements prepared by the Directors. The information contained in these Interim Consolidated Financial Statements is the responsibility of the Directors of the Parent Company.

    In accordance with IFRS, the Interim Consolidated Financial Statements include the following Consolidated Statements for the year ended 30 June 2025:

    • Consolidated Statement of Financial Position.

    • Consolidated Income Statement.

    • Consolidated Statement of Comprehensive Income.

    • Consolidated Statement of Changes in Equity.

    • Consolidated Cash Flow Statement.

    • Consolidated Notes.

      During the 2025 financial year, new accounting standards and/or amendments came into force, which have therefore been taken into account in the preparation of these Consolidated Interim Financial Statements and are as follows:

      1. Standards and interpretations approved by the European Union, applicable for the first time in the Consolidated Annual Accounts for the 2025 financial year.

        Standards and amendments to standards

        EU effective

        date

        IAS 21

        Effects of Changes in Foreign Exchange Rates: Lack of Interchangeability

        (issued on 15 August 2023)

        1 January

        2025

      2. Other standards, amendments and interpretations issued by the IASB pending approval by the European Union:

      Standards and amendments to standards

      IASB effective date

      EU

      effective date

      IFRS 19

      Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024)

      Contracts Referencing Nature-Dependent Electricity Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024)

      1 January

      2026

      1 January

      2026

      IFRS 10, IFRS 9,

      IFRS 1, IAS 7,

      IFRS 7

      Annual Improvements to IFRS Accounting Standards-Volume 11 (issued on 18 July 2024)

      1 January

      2026

      1 January

      2026

      IFRS 9 and IFRS 7

      Amendments to IFRS 9 and IFRS 7: 'Changes in the Classification and Measurement of Financial Instruments'

      1 January

      2026

      1 January

      2026

      IFRS 18

      Presentation and Disclosure in Financial Statements (issued 9 April 2024)

      1 January

      2027

      1 January

      2027

      None of these standards have been adopted early by the Group. The Directors have assessed the potential impacts of the future application of these standards and consider that their entry into force will not have a significant effect on the Consolidated Interim Financial Statements.

  2. Faithfil image

    The accompanying Consolidated Interim Financial Statements for the year ended 30 June 2025 have been prepared from the accounting records of the various companies comprising the Group and are presented in accordance with IFRS-EU and applicable Spanish accounting legislation, so as to give a true and fair view of the Group's equity, financial position, results, changes in equity and cash flows for the year ended 30 June 2025.

    The Interim Consolidated Financial Statements prepared by the Directors of the Parent Company will be submitted for approval by the Parent Company's General Shareholders' Meeting, and it is expected that they will be approved without any modifications.

  3. Critical aspects of valuation and estimation of uncertainty

    In preparing the accompanying Interim Consolidated Financial Statements in accordance with IFRS-EU, estimates and assumptions made by the Directors of the Parent Company have been used to measure some of the assets, liabilities, income, expenses and commitments recorded therein. Those with the most significant impact on the Interim Consolidated Financial Statements are discussed in the various sections of this document:

    -The useful life of tangible and intangible assets (notes 4f and 4g). Determining useful lives requires estimates regarding expected technological developments and alternative uses of the assets. Assumptions regarding the technological framework and its future development involve a significant degree of judgement, as the timing and nature of future technological changes are difficult to predict.

    • The assessment of possible impairment losses on goodwill (notes 4h and 4i). Determining the need to record an impairment loss involves making estimates that include, among other things, analysing the causes of possible impairment, as well as the timing and expected amount of the impairment. Annual impairment tests are performed on the relevant cash-generating units, based on risk-adjusted future cash flows discounted at appropriate interest rates. The key assumptions used are specified in note 5. Assumptions regarding risk-adjusted future cash flows and discount rates are based on business forecasts and are therefore inherently subjective. Future events could cause a change in the estimates made by management, with a consequent adverse effect on the Group's future results. To the extent deemed significant, a sensitivity analysis has been disclosed for the effect of changes in these assumptions and the effect on the recoverable amount of the cash-generating unit (CGU).

    • The fair value of certain financial instruments and their possible impairment (notes 4k and 4w).

    • The calculation of provisions, as well as the probability of occurrence and the amount of undetermined or contingent liabilities (note 4o).

    • The forecasts of future tax profits that make the recovery of deferred tax assets probable (note 4m). The Group assesses the recoverability of deferred tax assets based on estimates of the tax group's future results. Such recoverability ultimately depends on the tax group's ability to generate taxable profits over the period in which the deferred tax assets are deductible. Future events could cause a change in the estimates made by management, with a consequent adverse effect on the Group's future taxable profits. The analysis takes into account the expected timing of the reversal of deferred tax liabilities.

    • The determination of the fair value at the acquisition date of assets, liabilities and contingent liabilities acquired in business combinations (note 4u).

    • The measurement of the estimate for expected credit losses on trade receivables and contract assets: key assumptions for determining the weighted average loss rate.

    • The determination of the incremental interest rate to apply the lease calculation model.

    These estimates have been made on the basis of the best information available at the date of preparation of these Consolidated Interim Financial Statements, historical experience and other various factors considered relevant at that time. However, the final results may differ from these estimates. Any future events unknown at the date of preparation of these estimates could give rise to changes (upwards or downwards), which would be made prospectively, where appropriate.

    The Group has concluded that there are no significant uncertainties that could cast doubt on its ability to continue as a going concern.

  4. Classification of current and non-current items

    For the classification of current items, a maximum period of one year from the date of these Consolidated Interim Financial Statements has been considered.

  5. Correction of errors

    No corrections of errors were made in the 2025 financial year.

  6. Comparative information

    These Interim Consolidated Financial Statements for the six-month period ended 30 June show a comparison of the figures for the six-month period ended 30 June 2025 and the figures for the 2024 financial year, which formed part of the Consolidated Annual Accounts for the 2024 financial year approved by the General Shareholders' Meeting of the Parent Company on 26 June 2025, which were also prepared in accordance with the provisions of the International Financial Reporting Standards adopted by the European Union.

  7. Mention on the Statement of Non-Financial Information (EINF)

    The ISPD Network Group, S.A. and its subsidiaries, in accordance with the provisions of Articles 262.5 of the LSC and 49.6 of the Commercial Code, are exempt from presenting the Non-Financial Information Statement, as the information relating to said Group is included in the Non-Financial Information Statement of Inversiones y Servicios Publicitarios, S.L. and subsidiaries, which forms part of its management report.

  8. Operating company

As can be seen from the attached consolidated balance sheet as at 30 June 2025, the Group has negative working capital of €7.6 million, compared to negative working capital of €3.1 million in the 2024 financial year.

Although working capital is negative, the Group has sufficient financial mechanisms in place to meet its obligations on time and cover any liquidity needs that may arise. The availability of financing sources and the soundness of the financial structure ensure the normal continuity of operations without affecting the Group's stability.

Consequently, the directors of the parent company have prepared these interim consolidated financial statements under the going concern principle.

NOTE 3. EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share are determined by dividing the consolidated profit for the year attributable to the Parent Company by the weighted average number of shares outstanding during the year, excluding the average number of treasury shares held during the year.

The calculation of earnings/loss per share is shown below:

30/6/2025

31/12/2024

30/6/2024

Net profit for the year

(2,134,466)

(472,798)

(3,888,252)

Weighted average number of shares outstanding

14,716,262

14,716,262

14,716,262

Basic earnings/loss per weighted average number of

shares

(0.15)

(0.03)

(0.26)

There are no differences between basic and diluted shares.

Diluted earnings per share

Diluted earnings per share are determined in a similar way to basic earnings/loss per share, but the weighted average number of shares outstanding is increased by share options, warrants and convertible debt.

During the periods presented, the Group has not carried out any transactions that cause dilution, so basic earnings/loss per share coincide with diluted earnings/loss per share.

Dividend distribution:

During the 2025 and 2024 financial years, no dividends were distributed to companies outside the scope of consolidation.

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

The main valuation standards used by the Group in preparing the Consolidated Interim Financial Statements for the year ended 30 June 2025 were as follows:

  1. Consolidation procedures

    The Consolidated Interim Financial Statements include the Parent Company and all subsidiaries. Subsidiaries are those entities over which the Parent Company or one of its subsidiaries has control. Control is determined through:

    • Power over the investee,

    • Exposure to, or rights to, variable returns that are expected to be received from the investee, and

    • The possibility of using its power over the investee to modify the amount of such returns.

      Subsidiaries are consolidated even when they have been acquired for the purpose of disposal.

      Balances, transactions and realised gains and losses between group companies that are part of continuing operations are eliminated during the consolidation process. Transactions between continuing and discontinued operations that are expected to continue after the sale are not eliminated from continuing operations in order to present continuing operations in a manner consistent with the commercial operations they carry out.

      Associates, which are companies over which the Group exercises significant influence but not control, and jointly controlled entities

      (joint ventures), whereby the companies are entitled to the net assets of the contractual agreement, have been consolidated using the equity method, except when such investments meet the requirements to be classified as held for sale. Profits or losses arising from transactions between Group companies and associates or jointly controlled entities have been eliminated in accordance with the Group's percentage ownership of those companies. If the Group's share of the losses of an entity accounted for using the equity method exceeds its investment in the entity, the Group recognises a provision for its share of the losses in excess of that investment. The investment in a company accounted for using the equity method is the carrying amount of the investment in equity, together with other non-current interests that, in substance, form part of the net investment in that company.

      The financial statements of subsidiaries, associates and jointly controlled entities refer to the financial year ending on the same date as the parent company's individual financial statements and have been prepared using consistent accounting policies (IFRS-EU).

      Loss of control (IFRS 10)

      A parent company may lose control of a subsidiary in two or more agreements (transactions). However, sometimes circumstances indicate that multiple agreements should be accounted for as a single transaction. To determine whether the agreements should be accounted for as a single transaction, a parent company will consider all the terms and conditions of the agreements and their economic effects. The presence of one or more of the following factors indicates that a parent should account for multiple agreements as a single transaction:

      1. They are reached at the same time or one is contingent on the other.

      2. They form part of a single transaction intended to achieve an overall commercial effect.

      3. The realisation of one agreement depends on at least one of the other agreements occurring.

      4. An agreement considered independently is not economically justified, but it is when considered together with others.

      If a parent company loses control of a subsidiary:

      1. You Will need to derecognise he accounts:

    • The assets (including goodwill) and liabilities of the subsidiary at their carrying amount on the date control is lost.

    • The carrying amount of all non-controlling interests in the former subsidiary on the date control is lost (including all components of other comprehensive income attributable to them).

      1. Recognise:

    • The fair value of any consideration received for the transaction, event or circumstances giving rise to the loss of control.

    • If the transaction, event or circumstances giving rise to the loss of control involve a distribution of shares of the subsidiary to the owners in their capacity as owners, such distribution; and

    • It shall recognise the investment retained in the entity that was previously a subsidiary at its fair value on the date control is lost.

      1. reclassify to profit or loss, or transfer directly to retained earnings if required by other IFRSs, the amounts recognised in other comprehensive income in relation to the subsidiary.

      If a parent loses control of a subsidiary, the parent shall account for all amounts recognised in other comprehensive income in relation to that subsidiary on the same basis as would have been required if the parent had disposed of or otherwise realised the related assets or liabilities. Therefore, when control of a subsidiary is lost, if a gain or loss previously recognised in other comprehensive income had been reclassified to profit or loss at the time of the disposal or other transfer of the related assets or liabilities, the parent shall reclassify the gain or loss from equity to profit or loss (as a reclassification adjustment). If a revaluation reserve previously recognised in other comprehensive income had been transferred directly to retained earnings on disposal or other disposition of the asset, the parent shall transfer the revaluation reserve directly to retained earnings when control of the subsidiary is lost.

  2. Harmonisation of items

    The different items in the individual annual accounts of each of the group companies have been subject to the corresponding valuation standardisation, adapting the criteria applied to those used by the Parent Company for its own Annual Accounts or Financial Statements, provided that they have a significant effect.

    For the subsidiaries included in the annual accounts or financial statements of the ISPD Network Group, no temporary standardisation has been required, as all companies have 31 December of each financial year as their closing date for the preparation of their annual accounts or financial statements.

  3. First consolidation difference

    The first-time consolidation difference has been calculated as the difference between the carrying amount of the investment in the capital of the subsidiaries and the value of the proportional share of their consolidated equity on the date of first consolidation.

    In the case of a positive consolidation difference, corresponding to the excess of the cost of the investment over the attributable theoretical book value of the investee company on the date of its incorporation into the Group, it is allocated directly and as far as possible to the assets of the subsidiary, without exceeding their fair value. If it cannot be allocated to assets, it is considered consolidation goodwill, and the corresponding impairment test is performed annually (see note 4i).

    The negative consolidation difference is recorded in the Consolidated Income Statement and corresponds to the negative difference between the carrying amount of the parent company's direct shareholding in the subsidiary's capital and the value of the proportional share of the subsidiary's equity attributable to that shareholding on the date of first consolidation.

  4. Conversion differences

    The items in the Consolidated Statement of Financial Position and Consolidated Income Statement of the companies included in the consolidation whose functional currency is other than the euro have been converted to euros using the following criteria:

    • Assets, liabilities, income and expenses (except equity) at the closing exchange rate for each financial year.

    • Items in the Consolidated Income Statement at the average exchange rate for the year.

    • Equity at the historical exchange rate.

    The differences resulting from the application of different exchange rates, in accordance with the above criteria, are shown under "Translation differences" in the Consolidated Statement of Financial Position.

    Hyperinflationary economies:

    Based on the provisions of International Accounting Standard (IAS) No. 21, the results and financial position of an entity whose functional currency is that of a hyperinflationary economy shall be translated into a different presentation currency using the following procedures:

    (a) all amounts (i.e. assets, liabilities, equity items, expenses and income, including also the corresponding comparative figures) shall be translated at the closing exchange rate at the date of the most recent Consolidated Statement of Financial Position, except when the amounts are translated into the currency of a non-hyperinflationary economy, in which case the comparative figures shall be those presented as current amounts for the year in question in the financial statements for the previous year (i.e. these amounts shall not be adjusted for subsequent changes in price levels or exchange rates).

    When the entity's functional currency is that of a hyperinflationary economy, it shall restate its financial statements before applying the conversion method set out in the

    paragraphs above, except for comparative figures, in the case of conversion to the currency of a non-hyperinflationary economy. When the economy in question ceases to be hyperinflationary and the entity ceases to restate its financial statements, it shall use as historical costs, for conversion to the presentation currency, the amounts restated according to the price level on the date on which the entity ceased to make the aforementioned restatement.

  5. Transactions between companies included in the scope of consolidation

    Prior to preparing the Interim Consolidated Financial Statements, all balances and transactions between Group companies have been eliminated, as have the results produced between those companies as a result of the aforementioned transactions.

  6. Intangible assets

    As a general rule, intangible assets are recognised provided they meet the identifiability criterion and are initially measured at their acquisition price or production cost, subsequently reduced by the corresponding accumulated amortisation and, where applicable, by any impairment losses incurred. In particular, the following criteria are applied:

    Industrial property

    This corresponds to capitalised development costs for which the corresponding patent or similar has been obtained, and includes the costs of registering and formalising industrial property, as well as the costs of acquiring the corresponding rights from third parties. It is amortised on a straight-line basis over its useful life at a rate of 20% per annum. This amortisation is recorded under the heading "Provisions for depreciation of fixed assets" in the Consolidated Income Statement.

    Computer applications

    Licences for computer applications acquired from third parties or computer programmes developed internally are recorded as intangible assets on the basis of the costs incurred to acquire or develop them and prepare them for use.

    Computer applications are amortised on a straight-line basis over their useful life at a rate of 25% per annum. This amortisation is recorded under "Provisions for depreciation of fixed assets" in the Consolidated Income Statement.

    Computer application maintenance expenses incurred during the year are recorded under "Provisions for depreciation of fixed assets" in the Consolidated Income Statement.

  7. Tangible fixed assets

    Tangible fixed assets are valued at their acquisition price or production cost, less the corresponding accumulated depreciation and, where applicable, any impairment losses.

    Indirect taxes levied on tangible fixed assets are only included in the acquisition price or production cost when they are not directly recoverable from the tax authorities.

    The costs of expansion, modernisation or improvements that represent an increase in productivity, capacity or efficiency, or an extension of the useful life of the assets, are accounted for as an increase in their cost. Conservation and maintenance expenses are charged to the Consolidated Income Statement for the year in which they are incurred.

    The Group depreciates its property, plant and equipment on a straight-line basis. The useful lives and depreciation rates applied are as follows:

    Annual

    Percentage

    Estimated Useful Life

    Other facilities

    8-30

    12-3

    Technical facilities

    20

    5

    Furniture

    10-17

    10-6

    Information processing equipment

    20-44

    5-2

    Transport elements

    17-20

    6-5

    Machinery

    20-33

    5-3

    Other tangible fixed assets

    10-30

    10-3

  8. Goodwill

    Goodwill is recognised only when its value is evident as a result of a purchase, in the context of a business combination.

    Goodwill is allocated to each of the cash-generating units to which the benefits of the business combination are expected to accrue and, where appropriate, the corresponding valuation adjustment is recorded (see note 4 i).

    If an impairment loss must be recognised for a cash-generating unit to which all or part of the goodwill has been allocated, the carrying amount of the goodwill corresponding to that unit is reduced first. If the impairment exceeds the carrying amount of the goodwill, the carrying amount of the other assets of the cash-generating unit is reduced in proportion to their carrying amounts, up to the higher of their fair value less costs to sell, their value in use and zero. The impairment loss is recognised in profit or loss for the period.

  9. Impairment of intangible and tangible fixed assets and consolidation goodwill.

    An impairment loss on an item of property, plant and equipment or intangible assets occurs when its carrying amount exceeds its recoverable amount, understood as the higher of its fair value less costs to sell and its value in use. The Group uses value in use as the criterion for calculating the recoverable amount of property, plant and equipment and intangible assets.

    For this purpose, at least at the end of the financial year, the Group assesses, by means of the so-called "impairment test", whether there are any indications that any tangible or intangible fixed assets with an indefinite useful life, or, where applicable, any cash-generating units, may be impaired, in which case their recoverable amount is estimated and the corresponding valuation adjustments are made. A cash-generating unit is defined as the smallest identifiable group of assets that generates cash flows that are largely independent of those derived from other assets or groups of assets.

    Impairment calculations for tangible fixed assets are carried out on an individual basis. However, when it is not possible to determine the recoverable amount of each individual asset, the recoverable amount of the cash-generating unit to which each fixed asset belongs is determined.

    The procedure implemented by the Group's management for determining impairment is as follows:

    To estimate the value in use, Group management prepares an annual business plan for each cash-generating unit by market and activity, generally covering a period of five financial years. The main components of this plan are the projections of results and cash flows.

    Other variables that influence the calculation of recoverable value are:

    • Discount rate to be applied, calculated between 9% and 14% depending on the geographical area, the main variables influencing its calculation being the cost of liabilities and the specific risks of the assets.

    • The cash flow growth rate used has been calculated for each company and each geographical market, standing at around 2.50%.

    The projections are prepared on the basis of past experience and the best available estimates, which are consistent with information from external sources.

    The five-year strategic plan for the Group companies is approved by the Finance Department and will be submitted to the Board of Directors of the Parent Company for approval.

    If an impairment loss must be recognised for a cash-generating unit to which all or part of goodwill has been allocated, the carrying amount of the goodwill corresponding to that unit is reduced first. If the impairment exceeds the amount of the goodwill, the carrying amount of the other assets of the cash-generating unit is reduced in proportion to their carrying amounts, up to the higher of the following: their fair value less costs to sell, their value in use and zero. The impairment loss is recognised in profit or loss for the period.

    When an impairment loss is subsequently reversed (which is not permitted in the specific case of goodwill), the carrying amount of the asset or cash-generating unit is increased by the revised estimate of its recoverable amount, but in such a way that the increased carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised in previous years. Such a reversal of an impairment loss is recognised as income in the Consolidated Income Statement.

  10. Leases and other similar transactions

The Group as lessee

A lease is defined as "a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration". To apply this definition, the Group assesses whether the contract meets three key criteria, namely:

  • the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group.

  • the Group has the right to obtain substantially all of the economic benefits from the use of the identified asset during the period of use, considering its rights within the scope defined in the contract.

  • the Group has the right to direct the use of the identified asset during its useful life. The Group will assess whether it has the right to direct 'how and for what purpose' the asset is used during its useful life.

Measurement and recognition of leases as a lessee

At the commencement date of the lease, the Group recognises a right-of-use asset and a lease liability in the balance sheet. The right-of-use asset is measured at cost, which consists of the initial acquisition value of the lease liability, the initial direct costs incurred by the Group, an estimate of the costs of dismantling and disposing of the asset at the end of the lease, as well as payments made prior to the commencement date of the lease (net of any incentives received).

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