Pullup EntertainmentEURONEXT: ALPUL

Annual Financial Report and CSR report 2024-2025

· Issued by Pullup Entertainment
ANNUAL FINANCIAL REPORT NON-FINANCIAL PERFORMANCE STATEMENT 2024-2025




CONTENTS ANNUAL FINANCIAL REPORT AS OF 31 MARCH 2025
  1. INTRODUCTION pages 3 to 6

  2. STATEMENT OF THE RESPONSIBLE PERSON page 7

  3. MANAGEMENT REPORT pages 8 to 25

  4. REPORT ON CORPORATE GOVERNANCE pages 26 to 37

  5. STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

    AS OF 31 MARCH 2025 pages 38 to 39

  6. CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 MARCH 2025 pages 40 to 62

  7. STATUTORY AUDITORS' REPORT ON THE ANNUAL FINANCIAL STATEMENTS

    FOR THE YEAR ENDED 31 MARCH 2025 pages 63 to 64

  8. ANNUAL FINANCIAL STATEMENTS AS OF 31 MARCH 2025 pages 65 to 79

  9. STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS

    AS OF 31 MARCH 2025 pages 80 to 82

  10. NON-FINANCIAL PERFORMANCE STATEMENT

    OF THE PULLUP ENTERTAINMENT GROUP pages 83 to 97

  11. REPORT FROM ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD-PARTY BODY, ON THE VERIFICATION OF THE CONSOLIDATED NON-FINANCIAL

    PERFORMANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025 pages 98 to 100



    MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

    For several years now, the video game industry has undergone major transformation. The strategic positioning of PULLUP Entertainment is currently underpinned by two major market trends.

    Firstly, the AA and independent games segment is experiencing sustained growth, driven by increasing demand from gamers. AA and indie productions stand out for their creative freedom, targeting niches of passionate and highly committed gamers, with a high potential for success. The prime example is Warhammer 40,000: Space Marine 2, published by Focus Entertainment Publishing, which has attracted over 7 million unique players since its release in September 2024.

    Secondly, gameplay is once again emerging as a major differentiating criterion. In the absence of any significant technological breakthrough on the new consoles, gamers' expectations are being refocused on

    the diversity and quality of the gaming experience. It is precisely this requirement that underpins PULLUP Entertainment's editorial line, as attested by critical and commercial hits such as Space Marine 2, Train Sim World, SnowRunner and Teenage Mutant Ninja Turtles: Shredder's Revenge.

    In this regard, PULLUP Entertainment is fully aligned with the new market dynamics. The Group is becoming a leading player, capable of delivering ambitious games centred on committed communities, with a constant focus on quality and authenticity. This is the basis of our growth strategy, which is structured around three pillars:

    1. Strengthen our publishing business: through Focus Entertainment Publishing - ranked in the top five publishers worldwide by Metacritic in 2024 - thanks in particular to the success of Space Marine 2 and the announced development of Space Marine 3. But also via Dotemu, which predicts strong acceleration in 2025/26 with some eagerly expected titles, starting with Marvel Cosmic Invasion.

    2. Internalise high value-added assets: our investment strategy is based on refocusing on the most promising IPs, supported by two levers: rigorous management of production within our studios and integration of decision-making indicators centred on gamers' expectations and market trends at each stage of development.

    3. Improve the recurrence of our revenue sources: we are deploying a strategy of live games and additional content to encourage long-term commitment. The Train Sim World ecosystem, developed by our Dovetail Games studio, is a perfect illustration of this, with more than 100 DLCs accounting for 50% of the franchise's revenue. More generally, the Group can rely on a robust and resilient catalogue, guaranteeing long-term revenue, enhanced each year by new live titles.

Thanks to this strategy, the 2024/25 financial year has been exceptional for PULLUP Entertainment: our sales more than doubled compared with our previous record year (2022/23), with growth of +101%, while our net debt was sharply reduced from €132.6m to €70.1m.

We are approaching 2025/26 with confidence, supported by an ambitious line-up, particularly at Dotemu, and by the positive momentum of our back catalogue.

Lastly, I would like to pay tribute to the remarkable commitment of our teams. Their passion, rigour and talent mean that we can provide players with increasingly rich, original and memorable experiences.

Fabrice Larue, Chairman and Chief Executive Officer of PULLUP Entertainment

PULLUP ENTERTAINMENT IS A COLLECTIVE OF WORLD-RENOWNED TALENTS UNITED UNDER A POWERFUL AND INSPIRING BRAND

We are a collective of over 600 gamers and developers who love unique experiences and quality games. Our aim is to enrich our players' imaginations by creating unique and memorable experiences.

We support innovation without compromising on quality. Our investments include participation, financing titles, and partial or total integration of a studio. Our developer partners join a solid, experienced Group capable of giving their titles worldwide exposure. They receive support throughout the entire lifecycle of their games, from the creative process and release to post-launch support. Successful franchises have resulted from this process, including Space Marine 2, A Plague Tale, SnowRunner and The Surge.

To match the distribution of our creations and diverse content, our teams and player communities represent a rich palette of geographical origins, cultures and lifestyles.

PULLUP Entertainment is committed to creating an inclusive and diverse environment, open to different cultures, where we encourage every team member to express themselves freely and actively contribute to the development of our business strategy. The aim is to build an effective, engaging and exemplary model.

OUR AMBITION: TO BECOME A LEADING DEVELOPER AND PUBLISHER ON THE INDEPENDENT AND AA GAMES MARKET

Our ambition is based on four pillars:

  • Develop franchises for which we own all or part of the intellectual property to preserve creative freedom and a higher contribution to the Group's results.

  • Identify and recruit the best talents and support all our employees who are the lifeblood of our Group, ensuring performance perform every day.

  • Prioritise revenue generation via additional content to maximise the game lifespan and ensure predictive revenue.

  • Encourage innovation and create synergies within the Group to ensure we continue to provide innovative products with efficient processes.

Basing our overall strategy on these four pillars ensures we will create innovative and engaging video games with sustainable and profitable growth. Our holistic approach gives us the competitive edge in an ever-changing market, retaining players and attracting the industry's best talent.

AN OUTSTANDING EDITORIAL LINE

PULLUP Entertainment's editorial line is characterised by a strong commitment to innovation and audacity. We develop high-quality AA and independent games, driven by uncompromising gameplay. Each of our projects is designed for a specific audience looking for memorable, targeted and distinctive experiences. We offer games with a clear creative vision, capable of sparking new trends and transforming niche ideas into global successes. This commitment fuels the diversity of our catalogue and enables us to offer gamers around the world unique projects that haven't existed before.

ASSOCIATED STUDIOS AND PARTNER DEVELOPERS

From the thousands of projects we receive from external developers every year, we seek creative and innovative partners driven by their passion to build long-term relationships based on transparency, trust, agility and the pursuit of quality.

Partnerships between PULLUP Entertainment and a development studio, for publishing, financing, distribution, synergy in our integrated studios, or porting, are based on shared values and a common vision. The best titles are the result of genuine collaboration.

A TALENT COLLECTIVE

PULLUP Entertainment unites talent across the entire creative chain, from design and development to worldwide marketing.

We support our developer partners in their vision, participate in the financing of a project, or entering studio capital through investment. We welcome talent and studios to our strong, ambitious Group, to optimise value creation and secure and leverage our brands across the entire value chain. With a shared vision, we unite and nurture our talents to creating a virtuous circle where passionate individuals create synergies to ensure PULLUP Entertainment innovates, adapts and anticipates in the ever-changing video game market.

The Group's development focuses on three main categories: A/AA games publishing, indie/retro games publishing, and developing with associated studios. We welcomed two new associate studios in 2024: Rundisc and Uppercut.

Our activities are supported on a daily basis by a number of cross-functional teams: HR, legal, finance, data and Scripteam, our audiovisual platform.



EXPERTISE IN VIDEO GAME PUBLISHING AND DEVELOPMENT

FOCUS ENTERTAINMENT PUBLISHING

Focus Entertainment Publishing has over 20 years of expertise in video game publishing: production follow-up, communication, marketing and sales on a global scale across all distribution channels.

Focus Entertainment Publishing offers its premium publishing expertise to support unique creative visions, with a view to giving mass-market appeal to unique and innovative franchises such as Space Marine, Atlas Fallen, A Plague Tale, Evil West, The Surge, SnowRunner, etc.

DECK13 INTERACTIVE

With one studio in Germany and another in Canada, over the past 20 years Deck13 Interactive has developed more then 20 games, including the hit title Lords of the Fallen. The studio was recognised as the Germany's "best video game studio" in 2023.

Deck13 Interactive has already produced major titles with Focus Entertainment Publishing, including The Surge franchise and Atlas Fallen for consoles and PC. Deck13 Interactive also owns the Spotlight publishing company, which has spotted and published several indie gems such as Chained Echoes and Drova.

DOTEMU

Dotemu is a world leader in retrogaming, and has demonstrated expertise in tracking down and updating old cult licences, turning them into global critical and commercial successes, such as Street of Rage and Teenage Mutant Ninja Turtles.

DOUZE DIXIÈMES

The Douze Dixièmes studio boasts a team of passionate creators from the animated film sector and video game talents. The result of these two worlds is Shady Part of Me, a unique project published by Focus Entertainment Publishing that has received rave reviews from the press and gamers around the world. The studio is currently working on a new and equally unique project: Memories In Orbit.

LEIKIR STUDIO

Several PC and console titles in stylised 3D, pixel art or 2D, produced and developed by Leikir Studio, have received acclaim from both the press and gamers.

As well as their ability to produce high-quality titles with unique gameplay, Leikir Studio has abundant technical and production expertise.

BLACKMILL GAMES

BlackMill Games plunges players into an intense war inspired by the iconic battles of the First World War. Following on from Verdun in 2015 and Tannenberg in 2017, the franchise is now joined by a new opus, Isonzo, released on PC and consoles in September 2022.

DOVETAIL GAMES

Dovetail Games is a British video game developer and publisher founded in 2009. The multi-award-winning studio specialises in creating extremely realistic and immersive simulation games for PC and consoles.

Dovetail Games' most notable achievements include the award-winning Train Sim World series, launched in 2017, with regular new content delivered to their community of passionate gamers.

CARPOOL

Created by industry veterans, Carpool is dedicated to the development of an ambitious multi-player game based on new intellectual property.

RUNDISC

PULLUP Entertainment is a minority shareholder in the Toulouse-based Rundisc studio, which recently developed Chants of Sennaar, launched in 2023 and winner of many prizes including best video game at the Pégases 2024 awards.

UPPERCUT

PULLUP Entertainment is a minority shareholder in Uppercut, an Australian-based studio founded in 2011 by industry veterans with teams specialising in creating successful franchises such as: BioShock, XCOM.

PULLUP Entertainment

Société anonyme (public limited company under French law) with a capital of €10,261,432.80 Parc de Flandre « Le Beauvaisis » - Bâtiment 28

11, rue de Cambrai, 75019 Paris, France 399 856 277 RCS Paris

STATEMENT OF THE RESPONSIBLE PERSON

I certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and results of the company and all the companies included in the consolidation, and that the management report (on pages 8 to 25) presents a true and fair view of the development of the business, results and financial position of the company and all the companies included in the consolidation, and describes the main risks and uncertainties they face.

25 July 2025,

Mr Fabrice Larue

Chairman and Chief Executive Officer of PULLUP Entertainment

MANAGEMENT REPORT AS OF 31 MARCH 2025

15 July 2025,

Dear Shareholders,

We are convening this Shareholders' General Meeting in accordance with the Company's Articles of Association and the law on commercial companies, to report on the activities, results and forecasts for PULLUP Entertainment (hereinafter referred to as the "Company", and jointly as the "Group" which includes its French subsidiary Focus Entertainment Publishing, US subsidiary Focus Entertainment USA, German subsidiaries Deck13 Interactive and Black Soup, Dutch subsidiary Blackmill Games, UK subsidiary Dovetail Games, and French subsidiaries Scripteam, Dotemu, Leikir Studio and Douze Dixièmes), for the financial year ended 31 March 2025, and to submit the annual and consolidated financial statements for your approval. We also report on our non-financial performance in the statement to that effect.

The notices required by law will be sent to you in due course and all the regulatory documents and papers will be made available to you within the required time.

  1. GROUP BUSINESS
    1. OVERVIEW OF PULLUP ENTERTAINMENT'S BUSINESS

      Founded in 1995, PULLUP Entertainment, formerly FOCUS Entertainment and FOCUS HOME INTERACTIVE, is one of Europe's leading publishers and developers of video games. Its mission is to support leading French and international studios, both in-house and external, in financing, development, production management, marketing, sales and distribution of their projects.

      The PULLUP Entertainment Group has established a lasting ecosystem of partner studios, enabling the successful development of talent that has resulted in increasingly ambitious AA games over the years.

      As of 31 March 2025, the PULLUP Entertainment Group, including the subsidiaries Deck 13, Douze Dixièmes, Dotemu, Leikir Studio, BlackMill Games, Black Soup, Scripteam and Dovetail Games, had 606 employees.

      The Company's shares have been admitted for trading on the Paris Euronext GROWTH® market since February 2015 with the mnemonic code ALPUL.

    2. KEY EVENTS

      1. Financial items

        Revenue

        Revenue for 2024/25 came to €390.0m, up 108% on the previous year and up 101% on our record year of 2022/23, when it totalled €194.1m.

        FY 2024/25

        FY 2023/24

        Change

        Launches

        257.8

        53.6

        x 4.8

        Back-catalogue

        123.6

        123.5

        0.1%

        Other

        8.6

        10.2

        -15.3%

        GROUP REVENUE

        390.0

        187.3

        108.2%

        Revenue from our launches amounted to €257.8m for the 2024/25 financial year, compared with €53.6m last year. This year's launches included Warhammer 40,000: Space Marine 2, Train Sim World 5, Drova and Metal Slug Tactics. Warhammer 40,000: Space Marine 2, delivered record-breaking performance and was supported by an intense Live plan with free content for all gamers as well as paid in-game cosmetics. Train Sim World 5, developed by Dovetail Games, outperformed its predecessors in terms of revenue, acquisition and activity thanks to regular Live content, including DLC dedicated to Mattel's "Thomas & Friends" brand, which achieved very high levels of engagement.

        Back-catalogue revenue came to €123.6m for the year, compared with €123.5m the previous year. This remarkable resilience is driven by the performance and depth of our games portfolio, in particular: SnowRunner, Insurgency: Sandstorm, Atomic Heart, Expeditions: A MudRunner Game, Train Sim World, A Plague Tale and Teenage Mutant Ninja Turtles: Shredder's Revenge.

        Other revenue amounted to €8.6m for the year, comprising the influencer marketing agency's business and income from audiovisual platform Scripteam.

        Over the year, digital partners contributed 91% of the Group's consolidated revenue. International business accounts for 94% of total revenue, around half of which was generated in the USA.

        Main items on the income statement

        The Group's Gross Margin reached €115.3m in the 2024/25 financial year, i.e. 30% of revenue, compared with €44.5m and 24% in the 2023/24 financial year, an increase which reflects the excellent performance of the year's launches and the strength of our back catalogue.

        Under Gross Margin, operating expenses amounted to €61.0m in the 2024/25 financial year, compared with €50.5m in the previous year, as a result of additional expenses relating to the very good performance of our launches (taxes on sales or added value and granting of profit-sharing and incentive schemes) and the regular strengthening of operational and administrative functions as the Group continues to grow.

        Other Operating Income and Expenses and Tax Credits were stable at €6.0m, vs €5.8m the previous year.

        Adjusted EBIT (EBITA) was €60.3m for the 2024/25 financial year, vs -€0.3m for the previous year, which also represents a 112% increase on our previous record Adjusted EBIT (EBITA) of €28.4m for the 2022/23 financial year.

        Amortisation of goodwill on a straight-line basis over 10 years, and of intangible assets identified as part of external growth operations amounted to -€17.2m, compared with -€12.6m for the 2023-24 financial year.

        Financial loss came to -€6.4m, compared with -€6.1m for the same period last year (2023/24), mainly comprising interest on borrowings taken out by the Group.

        Extraordinary items came to -€6.5m (vs -€2.4m in 2023/24), mainly reflecting the disposal of Streum On Studio for €4.4m and the strategic reorganization of one of our studios, which led to the discontinuation of an unannounced game.

        Income Tax had a negative impact of -€5.3m this year, as opposed to a positive impact of €7.0m in the 2023/24 financial year. Net profit (Group share) came to €19.4m, compared with a loss of -€19.9m the previous year.

        Main balance sheet and liquidity items

        The Company's balance sheet total grew from €350.5m as of 31 March 2024 to €403.1m as of 31 March 2025. Shareholder equity (Group share) stood at €159.6m as of 31 March 2025, compared with €121.6m as of 31 March 2024. The Group's gross cash position was €61.7m as of 31 March 2025, compared with €17.9m as of 31 March 2024.

        The Group's net debt was €70.1m as of 31 March 2025, compared with €132.6m as of 31 March 2024. Net debt includes cash and cash equivalents, treasury stocks held as part of the share buyback programme for use as consideration for external growth transactions, as well as borrowings, liabilities relating to earnouts deemed highly likely on the balance sheet date, and deferred payments for the Group's acquisitions of companies. However, it excludes self-liquidating production loans, i.e. short- or medium-term funding backed by production projects, repaid directly from the cash flows generated by these projects (see note 3.12 of the consolidated financial statements).

      2. Main events of the period

        Change of name and purpose decided at the Shareholders' General Meeting of 28 February 2024

        The General Meeting of Shareholders held on 28 February 2024 decided in particular to:

        • change the Company's name from FOCUS Entertainment to PULLUP Entertainment with effect from 1st April 2024, to unite all the divisions of the PULLUP Entertainment Group under a new umbrella brand;

        • amend the Company's corporate purpose to include support services to subsidiaries of the PULLUP Entertainment Group. These changes took effect on 1st April 2024.

          Spin-off of Focus Entertainment Publishing on 1st April 2024

          On 18 January 2024, the Board of Directors of PULLUP Entertainment authorised the transfer of its video game publishing business ("Publishing") to Focus Entertainment Publishing, via a partial contribution of assets. Mr Fabrice Larue, as Chairman and Chief Executive Officer of the Company and having received full powers to this effect from the Board of Directors, signed the draft contribution agreement on 27 February 2024.

          The contribution took effect on 1st April 2024. By making this contribution, the Board of Directors launched a new organisation for the Group based around three complementary core businesses:

        • Focus Entertainment Publishing, one of the world's leading publishers of AA video games, is renowned for its premium production monitoring services with marketing and communications support tailored to each project and audience. The company publishes international hits such as the A Plague Tale franchise, SnowRunner and the eagerly awaited Warhammer 40,000: Space Marine 2. The entity is headed by Mr John Bert;

        • Dotemu, a leading publisher and developer on the thriving independent games scene, specialises in particular in the production of licensed games, such as the M-selling Teenage Mutant Ninja Turtles: Shredder's Revenge and Streets of Rage 4. In the Group's new organisation, Dotemu is responsible for publishing all PULLUP Entertainment's independent games. Cyrille Imbert, Dotemu's Chairman and Chief Executive Officer, who continues in his role as Deputy Chief Executive Officer in charge of Publishing independent games, will also manage these new activities;

        • The "development studios", which include the six creative studios:

          - Dovetail Games, the world leader in rail simulation games, based in England;

          - Deck13 Interactive, voted best video game development studio in Germany in 2023 and creator of the successful The Surge franchise;

          - Blackmill Games, the Netherlands-based studio behind the WW1 Game Series multi-player shooter franchise, including Verdun, Tannenberg and Isonzo, that immerses players in an intense war inspired by the iconic battles of the First World War;

          - Leikir Studio, based in France, developed the iconic Metal Slug licence, published by Dotemu;

          - Douze Dixièmes, a French studio with talent from the video game and animation industries. The combination of these two worlds led to the creation of Shady Part of Me, a game acclaimed by critics and gamers alike;

          - Carpool Studio, a French studio set up by recognised industry veterans, is developing a highly ambitious project based on new intellectual property.

          In December 2023, the Group also created an audiovisual production platform (Scripteam). Its ambition is to produce or co-produce films and series, in particular based on video game licences.

          The Human Resources, Legal and Finance support functions, as well as the Technical Department, which comprises the IT, Data and Customer Relations divisions, are part of PULLUP Entertainment and serve all the Group's entities.

          PULLUP Entertainment capital increase completed on 23 May 2024

          On 14 May 2024, the Board of Directors decided, pursuant to the 9th resolution of the Shareholders' General Meeting of 12 September 2023, to increase the Company's share capital by an initial nominal amount of €1,853,217.60, by creating and issuing 1,544,348 new shares in the Company by a public offering and with a priority subscription period, on an irreducible basis only, to the benefit of shareholders, which may be increased (i) to a maximum of 1,776,000 new shares in the Company if the extension clause is exercised in full and (ii) to a maximum of 2,042,400 new shares in the Company if the extension clause and the overallotment option (as authorised by the 12th resolution of the Shareholders' General Meeting of 12 September 2023) are exercised in full, at an issue price per new share equal to €11.30 (i.e. €1.20 nominal value and €10.10 issue premium), representing a discount of 3.0% on the volume-weighted average of the PULLUP Entertainment share price over the three trading days preceding 14 May 2024, and a discount of 3.4% on the closing price of the PULLUP Entertainment share on 14 May 2024.

          By decision of the Board of Directors of the Company dated 23 May 2024, the Board of Directors:

        • noted the completion of the increase in the Company's share capital by a nominal amount of €2,131,200, raising it from €7,795,831.20 to

          €9,927,031.20, by issuing 1,776,000 new shares, without pre-emptive subscription rights, by way of a public offer with a priority subscription period for existing shareholders of the Company, at a price of €11.30 per new share, i.e. a nominal value of €1.20 and an issue premium of €10.10;

        • decided, in view of the scale of demand for new shares and the number of new shares not subscribed to by shareholders under the priority subscription period, to reduce subscription orders under the public offer and the global placement in proportion to the number of new shares that could be allocated under the public offer and the global placement, and consequently decided to satisfy the subscription requests expressed in the offer, for the amount of (i) 1,072,886 new shares by irrevocable entitlement under the priority subscription period; and

          (ii) 703,114 new shares in connection with the public offering and the global placement;

        • noted that the final gross proceeds of the offer amounted to €20,068,800 including issue premium, corresponding with the issuance of 1,776,000 new shares at a price of €11.30 each, i.e. a nominal value of €1.20 and an issue premium of €10.10, representing a total capital increase of €2,131,200;

        • decided, on exercise of the overallotment option (pursuant to the 12th resolution of the Shareholders' General Meeting of 12 September 2023), to increase the Company's share capital by a nominal amount of €319,680, raising it from €9,927,031.20 to €10,246,711.20, by issuing shares without pre-emptive subscription rights, by way of a public offering with a priority subscription period for existing Company shareholders, of 266,400 additional new shares, at a price of €11.30 per new share, i.e. a nominal value of €1.20 and an issue premium of €10.10;

        • has decided to allocate the additional 266,400 new shares to satisfy the balance of subscription requests expressed in the offer, up to a limit of 266,400 new shares, all for the public offer and overall placement;

        • noted that the final gross proceeds from the exercise of the overallotment option amounted to €3,010,320, including issue premium, corresponding with the issuance of 266,400 additional new shares at a price of €11.30 each, i.e. a nominal value of €1.20 and an issue premium of €10.10, representing a total nominal capital increase of €319,680.

          Sale of PULLUP Entertainment's entire stake in Stream On Studio to the studio's founding partners

          On 10 December 2024, the founding partners of Streum On Studio purchased all the shares held by PULLUP Entertainment in the studio. The purpose of this decision, made by mutual agreement, is to allow each entity to pursue its strategic objectives independently. Space Hulk games: Deathwing and Necromunda: Hired Gun, developed by Streum On Studio, will continue to be published by Focus Entertainment Publishing, a subsidiary of PULLUP Entertainment.

          The disposal of the studio generated a capital loss of €4.4m, which was booked under extraordinary items. It was mainly due to the removal from the scope of consolidation of an unannounced game under development by the studio. In addition, the proportion of goodwill relating to the synergy initially anticipated was written down by €1.8m.

          Changes in governance - Board of Directors

          On 6 March 2025, the Company's Board of Directors announced the appointment of Geoffroy Sardin as Deputy Chief Executive Officer in charge of the Company's operational management, with effect from 1st April 2025. Geoffroy Sardin was given the operational prerogatives devolved to Fabrice Larue since May 2023, in his capacity as Deputy Chief Executive Officer. As Chairman and Chief Executive Officer, he contributes his expertise to defining the Company's strategy and helps monitor and implement it.

          Acquisition of minority interests

          With the new publishing contracts signed with Focus Entertainment Publishing, the PULLUP Entertainment Group also announced new minority stakes in two studios on 20 June 2024:

        • First, in French studio RUNDISC, which developed Chants of Sennaar, published by Focus Entertainment Publishing, released in 2023 and rewarded several times by the press and gamers: 98% positive reviews on Steam, nominated at the 2023 Game Awards, two nominations at the 2024 BAFTAs, and three awards at the 2024 Pégases Awards, including best video game of the year. The partnership between RUNDISC and Focus Entertainment Publishing has been continued for a new project to build on the success of Chants of Sennaar.

        • Second, in the Australian studio UPPERCUT GAMES, founded in 2011 by industry veterans whose teams are specialised in creating hit franchises such as: BioShock, XCOM, Borderlands. The partnership signed with Focus Entertainment Publishing involves the creation of new co-ownership of intellectual property.

          Liquidation of Make It Happen Studio

          Make it Happen studio, a 65%-owned subsidiary of the Group, went into receivership on 13 December 2024. This judgement led to the appointment of a liquidator with full management and decision-making powers. The loss of control resulted in the company being removed from the scope of consolidation, with a negative impact of €0.7m, which was recorded under extraordinary items. An impairment loss of €2.7m was recognised in the financial statements as of 31 March 2025, corresponding with the proportion of goodwill relating to the expected synergy.

          PULLUP ENTERTAINMENT

          Share capital increase reserved for Group employees

          The Board of Directors of the Company, through delegation of authority granted by the Ordinary and Extraordinary General Meeting of 12 September 2023 in its 13th resolution, has approved a capital increase reserved for employees who are members of a company savings scheme, in accordance with the provisions of Articles L. 225-129-2, L. 225-129-6, L. 225-132, L. 225-138-1 and L. 225-180 of the French Commercial Code, and Articles L. 3332-1 et seq., L. 3332-18 et seq., L. 3332-19 and L. 3332-20 of the French Labour Code, of new shares to be issued up to 1 % of the Company's share capital.

          On 20 June 2024, the Board of Directors decided to increase capital by up to 85,389 shares and to apply a 30% discount to the average opening price of PULLUP Entertainment shares between 23 May 2024 and 19 June 2024, bringing the subscription price to €9.53 per share. The subscription period was open from 21 June 2024 to 9 July 2024 inclusive, with subscriptions to be paid up by 2 August 2024 at the latest, and settlement and delivery of the securities on 12 August 2024.

          This resulted in a total gross increase in capital of €117,000, corresponding with the issuance of 12,268 new shares at a unit price of €9.53. The shares subscribed for will be unavailable for 5 years, until 9 July 2029, except in authorised cases of early release.

          Development of Warhammer 40,000: Space Marine 3

          On 13 March 2025, Focus Entertainment Publishing, Games Workshop and Saber Interactive announced the development of Warhammer 40,000: Space Marine 3, the sequel to the legendary franchise based on the Warhammer 40,000 universe.

          In addition, Warhammer 40,000: Space Marine 2, which has been continuously enhanced with additional content since its launch, will continue to have a very ambitious content plan over the coming years.

          New partnerships

          In October, PULLUP Entertainment announced a multi-year partnership between Dovetail Games and Mattel, Inc, the owner of one of the world's most iconic brand portfolios, with a view to bringing Mattel licenses to the Dovetail Games portfolio, including "Thomas & Friends" in the Train Sim World universe.

          5th place in Metacritic's 2024 world ranking of video game publishers

          In recognition of the relevance of its editorial strategy, Focus Entertainment Publishing was awarded fifth place in the Metacritic world ranking of video game publishers for 2024.

          Credit agreement

          The Group received commitments from banks and financial partners on confirmed but undrawn credit lines amounting to €15m as of 31 March 2025, corresponding with the revolving credit facility.

          For the benefit of the creditors of the loan agreement, PULLUP Entertainment pledged:

        • 77.5% first- and second-rank holdings in Dotemu's financial securities,

        • 98% first-rank holdings in Dovetail Games Holding's financial securities,

        • 100% first-rank holdings in Focus Entertainment Publishing's financial securities

          Share buyback programme

          On 26 September 2024, in its seventh resolution, the Company's General Meeting of Shareholders authorised the Company's Board of Directors to trade in the Company's shares, in accordance with Article L.22-10-62 of the French Commercial Code, under a share buyback programme, the main features of which are set out below:

        • the Company is authorised to acquire its own shares up to a maximum of 10% of the shares making up the share capital on the date in question,

          i.e. a maximum of 855,119 shares based on the share capital existing as of 11 December 2024,

        • the maximum purchase price for each share is set at €50 (excluding acquisition costs).

        • the Ordinary and Extraordinary General Meeting of 26 September 2024 limited the amount of funds that the Company may use to buy back its own shares to €42,757,525.

        • Shares may be bought back up to and including 26 March 2026. The objectives of the share buyback programme are as follows:

        • the attribution or allocation of shares to employees and officers of the Company and of companies that are or may be affiliated to it under the conditions defined by the applicable legal provisions, notably for the exercise of stock options, the allocation of free shares and employee shareholding operations reserved for members of a company savings plan;

        • the delivery or exchange of shares for the exercise of rights attached to transferable securities giving access to equity in the Company;

        • their use for any hedging operation of the Company's obligations under financial instruments related to Company share price changes;

        • holding shares and subsequently using them for payment or exchange for acquisitions, mergers, spin-offs or contributions;

        • full or partial cancellation of shares through a reduction of the share capital particularly to optimise cash management, equity return or earnings per share;

        • driving the Stock market with a liquidity contract in accordance with practices accepted by the French Financial Markets Authority (AMF);

        • the implementation of any market practices authorised by the AMF and, more broadly, the performance of all operations in accordance with legal and regulatory provisions in force.

        At its meeting on 12 December 2024, the Board of Directors decided to implement a share buyback programme, in accordance with the authorisation granted by the General Meeting of 26 September 2024, and in accordance with the conditions set out in European Regulation no. 596/2014 and Article L.22-10-62 of the French Commercial Code.

        As of 31 March 2025, 533,136 of the Company's shares were held under the various buyback programmes.

      3. Other important events since the end of the previous period

        Continuation of the share buyback programme

        The Company continued its share buyback programme with the acquisition of 112,311 shares, bringing its total treasury stock to 7.6%.

      4. Foreseeable development of PULLUP Entertainment

        PULLUP Entertainment (the Company) will continue to provide Group companies with administrative, accounting, strategic, legal, IT, human resources and communication assistance. The Company will manage its financial holdings while centralising cash management for the Group's main companies.

        On the balance sheet date, the Company was not aware of any uncertainties that might affect its ability to continue as a going concern.

      5. Research and development

        We invest in research into technological solutions to increase performance, improve gameplay and optimise gaming experience. The Group's R&D activities generated a tax credit of €115,000 in the 2024/25 financial year.

  2. PRINCIPAL RISKS AND UNCERTAINTIES FOR THE COMPANY AND FINANCIAL RISK MANAGEMENT

    Risks associated with the competitive environment

    As part of the video games industry, the Group operates in an increasingly competitive environment, with many different sized competitors. Despite activities in the AA and independent PC and console segment, due to the consumption habits of PC and console gamers, the Group still faces competition from the entire PC and console games segment, including the AAA segment. As a result, any inability by the Group to adapt and respond to current and future competitive pressure in the video game industry could adversely affect its business, financial situation, results and/ or development prospects. Titles developed by competitors may appeal to gamers, distracting them from the Group's releases. Games published by the Group could therefore perform below expectations and/or require additional investment in development and/or marketing to effectively defend the Group's market share.

    For many years, the Group's editorial line has led the market thanks to innovative concepts, alternative gameplays and original universes that been acclaimed by both critics and gamers. With 20 years of experience, the Group's employees boast expertise to drive creativity with quality as a priority. As a result of capital-intensive partnerships forged with studios over the last few years, but not published by the Group's publishing arm, the Group has expanded its portfolio of games and target audience, particularly with new communities of loyal and committed gamers. The Group believes it can defend its current market share and win new markets by paying particular attention to quality and to release dates to avoid FOCUS ENTERTAINMENT games competing directly with other game releases.

    Risks associated with delays in the development of a video game and/or the insufficient sales of a flagship game

    Both the Group's studios and external studios may encounter difficulties in developing video games, particularly as a result of:

    • difficulty of accurately estimating the time needed for development

    • rigorous creative processes and the desire to continuously improve the quality of the game right up to its release

    • increasing technological complexity of video game products and platforms.

      The Group may also decide to delay the launch of a game for a number of reasons:

    • additional developments may be required to guarantee the quality expected by the Group's standards to secure revenue objectives; and

    • the need to align the marketing schedule with a favourable period for the release of the game, such as external events that provide visibility, or periods when competitors' games are being released.

      A delay in the development and marketing of a flagship game could therefore have an adverse impact on the Group's business, financial position, results and/or growth prospects. Also, given the highly competitive nature of the video game market, a game may not meet the Group's sales expectations. A game's success is partly dependent on external factors over which the Group has no control, such as trends and social or political events. Sales falling short of objectives could have an impact on the achievement of the budget and sales targets.

      The Group's dual objective is to develop high-quality, innovative games while meeting cost and deadline targets, which is the core of the Group's traditional business as a publisher. A diversified catalogue including strong titles means the Group's success is less dependent on one flagship game every financial year. The Group's dedicated production monitoring teams have sophisticated project management tools at their disposal, enabling them to accurately monitor the development of games to identify risk of delays as early as possible and implement appropriate action plans.

      Lastly, unlike its biggest competitors who release their blockbuster games in the final quarter of the calendar year to take advantage of Christmas sales, due to its independent and AA games, the Group is less dependent on that period, avoiding too many releases over that period which optimises individual game visibility. As a result, despite relatively pronounced sale peaks of best-selling games, the Group's sales are not skewed by seasonality.

      Looking ahead to the coming months, the Group has announced a number of releases, including Memories in Orbit and John Carpenter's Toxic Commando, both published by Focus Entertainment Publishing, and Absolum, Abyssus, Marvel Cosmic Invasion and Ninja Gaiden: Ragebound, published by Dotemu. Roadcraft and Drop Duchy were released in May 2025.

      Risks associated with toxicity in the gaming community

      Toxicity amongst gamers, particularly shooting games, can take various forms such as aggressive behaviour including insults, virtual harassment, account hacking, and repeated threats of physical or racial violence via various communication channels, or psychological manipulation aiming to abuse minors. Toxic behaviour can have a significant negative impact on the life of a game, altering player confidence and damaging the Group's inclusive values and reputation. Similarly, player dissatisfaction linked to toxicity in the gaming experience may lead to a loss of players, adversely affecting the Group's business, financial situation, results and/or development prospects.

      Player protection and moderation are essential in the games marketed by the Group to guarantee player safety, the priority of the Group's CSR strategy. To combat toxic, harassing or discriminatory behaviour, the Group has set up a behaviour protection system based on a number of principles:

    • protection of young people: minors are prohibited from accessing online content if their account is subject to parental control;

    • ensuring healthy behaviour between players: the Group is creating tools to prevent toxic behaviour, such as the anti-insult filter on text chat. User Generated Content is also moderated to prevent offensive writing and content. Players can also block a player from being heard in voice chat. In some online games such as Insurgency Sandstorm, servers can be blocked if an offensive description is visible in the server name;

    • moderation of in-game activities: a reporting system, put in place by the manufacturers, allows players to report toxic behaviour according to certain criteria. Community managers also work with developers to take appropriate measures, ranging from a warning to temporary or permanent banning of the account.

      Risks associated with dependency on a partner studio

      The Group publishes games developed by in-house and external studios. The Group has a number of titles in development with SABER Interactive which represent a significant proportion of the Group's games releases over the coming years. Around 30% of the Group's forecast investment over the next three years will be in games developed with SABER Interactive. The partnership consists of several publishing contracts, each for one or more games. The parties therefore can choose to cease development of one or more games without terminating the entire partnership. These contracts, which are not framework agreements, define the obligations of each of the parties with regard to the development and marketing of titles in the SABER Interactive portfolio. They cover the description of each title under development (specifications), the production stages and the resources that each party contributes to the development of the contractual games catalogue, including capital invested, organisation and processes, tools, and marketing plans. SABER Interactive's inability to produce these games in accordance with the specifications and/or within the expected timeframe could have an unfavourable impact on the Group's business, financial situation, results and/or development prospects. As a result, it is essential that the Group fosters a strong relationship with SABER Interactive, while diversifying partnerships and investing in in-house development capabilities to reduce dependency on one external company.

      The Group has been working with SABER Interactive for almost 10 years, and SABER Interactive remains one of PULLUP Entertainment's longest-standing partners. This partnership has enabled the development of critical and commercial successes on new intellectual properties transformed into franchises (MudRunner in 2017, SnowRunner in 2020, Expeditions: A MudRunner Game in 2024 and Roadcraft in 2025), as well as adaptations of existing licences (World War Z in 2018, Warhammer 40,000: Space Marine 2 in 2024). The relationship between SABER Interactive and the Group is win-win given the many successes resulting from their long-lasting collaboration. SABER Interactive and the Group can therefore capitalise on a long-standing and fruitful working relationship to continue offering quality games to gamer communities. PULLUP Entertainment also benefits from a recognised track-record for securing quality intellectual property and entrusting it to studios other than SABER Interactive, particularly thanks to world-renowned expertise as a video games publisher and a very extensive industry network. For example, PULLUP Entertainment has a long-standing relationship with Games Workshop, owner of the Warhammer brand, from which the Group has published 5 games since 2020 with several studios (Necromunda: Underhive Wars in 2020, Warhammer Age of Sigmar: Storm Ground and Necromunda Hired Gun in 2021, Warhammer 40,000: Boltgun in 2023 and Warhammer 40,000: Space Marine 2 in 2024). This partnership was illustrated more recently with the announced development of Warhammer 40,000: Space Marine 3 in March 2025.

      Furthermore, since June 2020, following an active and targeted external growth policy with ten acquisitions for the period, the Group has diversified its activities and sources of revenue, moving from a distributor/publisher model to a publisher/developer model with in-house studios in several European countries.

      Risks associated with dependency on distributors - console manufacturers and platforms

      To market video games on the various consoles, the Group has to submit each game to various stages of validation by the console manufacturers who produce the physical media (discs and cartridges). Sony, Nintendo and Microsoft Xbox are the three main console manufacturers, controlling almost the entire market. They market the games on their own proprietary operating platforms. Like all players in this market segment, the Group's dependency on console manufacturers is exacerbated by their very limited number. For digital distribution of PC versions of games, the Group depends on the main player who controls a significant share of the market, namely Steam (Valve Corporation). One of the Group's major challenges is to stay in step with manufacturers' requirements and the constant changes in the specifications for each console, particularly as technology advances. Such changes or additions could delay the development of a game or even postpone release, with possible negative impact on the Group's business, financial situation, results and/or development prospects. In addition, like all console game publishers, the Group is obliged to produce games for hard-copy distribution in factories belonging to the main console manufacturers or at their external certified service providers. Supply is subject to prior approval by manufacturers, to the production of sufficient quantities, and the setting of royalty rates. Any change in manufacturers' terms and conditions could have a more or less significant negative impact on the Group's results and financial position.

      As a leading publisher, the Group has approval for the operating period of all the key consoles. As a result, obtaining such approvals is not a significant risk for the Group, and dedicated teams monitor approval processes on an ongoing basis. Furthermore, the share of hard-copy activity in the Group's business tends to fall, while digital content distribution increases. For the 2024-2025 financial year, the share generated by hard-copy distribution is less than 10% of total net sales (unaudited figure). Dependence on physical distribution is therefore relatively low. As a pioneering model in the publishing of digital versions of independent and AA video games, the Group operates on the main video game download platforms and benefits from long-standing commercial relationships with digital distributors. The size of the Group's games catalogue also attracts digital distributors. For hard-copy physical distribution, the Group has a network of almost 50 international distributors covering over 80 regions. Distribution contracts are generally concluded for specific titles and for a period of up to two years, giving the Group the possibility of changing distributors relatively easily in the event of the failure of one of them or of performance falling short of objectives.

      Risks associated with reductions in subsidies, grants and tax credits

      The Group benefits from public support policies applicable to the sector, particularly in France, Germany and the UK. As a result, the Group may receive subsidies, grants and tax credits for research, development and innovation activities. More specifically, some of the Group's video game development studios benefit from the French video game tax credit (CIJV) and comparable schemes in other countries, while some audiovisual production studios benefit from the audiovisual tax credit and comparable schemes. Tax credits are incentive mechanisms that allow creative companies to deduct a proportion of the production costs of a game or audiovisual programme from payable taxes. Any change in such government policies may result in a reduction of this aid. Tax credits amounted to €5.3m for the financial year ended 31 March 2025. Any reduction in the subsidies, grants and tax credits from which the Group benefits could have a negative impact on the Group's profitability.

      To limit risks due to changes in public policy, the Group is pursuing a strategy of geographical and business diversification. For example, the Group produces games through its integrated development studios or external studios, or publishes games produced by other studios. The studios are not only located in France, with other studios in Germany, the Netherlands and the UK. Dependence on public funding from the countries in which the Group has studios is limited, given the diversity of development sources. Approximately 5% of overall investment in production comes from French public aid and support mechanisms in the home countries of studios located outside France.

      Risks associated with regulations specific to video games

      Like all video game publishers and developers, the Group must comply with national and international laws and regulations that apply to video game content and consumer protection. Non-compliance with current or future legal and regulatory provisions specific to the video games industry and possible consequences (i.e. the possible withdrawal of a video game from the market or the Group held liable) could have a negative impact on the Group's business, financial situation, results, reputation and/or development prospects

      The Group ensures compliances with the regulations applicable to its business as a publisher and developer of video games and anticipates potential risks by:

    • monitoring regulatory developments, through membership of the SELL professional association (French entertainment software publishers' union), which is active in the European Commission, the United Kingdom and the United States, and the Entertainment Software Association (ESA);

    • deploying mechanisms to protect underage players, including but not limited to a minimum age indicator, parental control measures and default settings for certain game options.

      Risks associated with finding and retaining talent

      The success of the Group largely depends on its talent, the skills and commitment of its managers, and its key employees. Developing the business means the Group needs to retain the best talent and recruit high-calibre personnel. In a highly competitive sector, both in France and abroad, inability to attract or retain key people could prevent the Group from achieving its objectives, and therefore have a negative impact on its business, financial situation, results and development prospects.

      As stated in the Corporate Social Responsibility Report, one of the Group's priorities is to be an attractive and responsible employer. Aware of the rapid development and attractiveness of its sector, the Group aims to attract and retain its employees while guaranteeing a flexible, balanced and secure working environment. This also means taking action against discrimination and guaranteeing diversity and inclusion internally. Working conditions and well-being in the workplace, the attractiveness, retention and development of employees, as well as diversity and the fight against discrimination, are priority issues. As a result, the Group's CSR strategy includes:

    • regular training and skill development for employees;

    • working conditions that respect the work-life balance; and

    • promoting diversity of profiles, inclusiveness and equal opportunity.

      Note that, in light of the overall market situation, the retention rate among Group employees has been improving for several months. Recent recruitment of new talents to head certain Group entities also demonstrates its attractiveness.

      Risks associated with managing the integration of acquisitions and Group transformation

      As part of the Company's strategy to improve its business model by (i) increasing the proportion of games in its portfolio of which it owns or co-owns the intellectual property and (ii) diversifying into more recurring activities, several acquisitions of third-party companies made in recent years could expose the Group to the following financial risks:

    • impairment of goodwill;

    • targets failing to achieve their acquisition business plan; and

    • disclosure of unfavourable facts or events affecting targets despite the due diligence work carried prior to acquisition.

      For example, some of the games of certain targets acquired by the Group did not perform as forecast in the business plan, given difficulty in accurately predicting sales performance at the time of acquisition. Any difficulties in implementing the Group's transformation strategy could have a negative impact on its business, results, financial position and/or development prospects. Lastly, employee integration is a risk for any acquisition. Disgruntled employees could leave the company and bring their expertise and experience to a competitor which would have a negative impact on the Group's development prospects.

      The Group signed an agreement on 10 December 2020 with FLCP & Associés to develop the external growth strategy and support the acquisition process to reduce the impact and probability of such risks. The Group also relies on the expertise of a number of leading consultancy firms (audit, legal, etc.) which, as part of their due-diligence work, and in collaboration with FLCP & Associés, carry out a detailed and in-depth analysis of each potential acquisition. The Group also has an integration policy that avoids any upheaval likely to destabilise new employees as much as possible. When organising acquisitions, the Group aims to maintain key managers' shareholdings of their entities to ensure interests are aligned. The Group has also introduced incentive policies through free share plans for key managers of acquired companies.

      Risks associated with challenges to exploitation rights in a given region

      The Group establishes a protection policy when it holds full ownership or co-ownership rights to a video game. The aim of this policy is to protect the game's brand based on the risks identified in distribution regions, the games' nature, and future sales. In addition to protection under trademark law, many of the countries in which the Group operates have legal provisions governing copyright and unfair competition to protect video games. Claims on a video game marketed by the Group could have a negative impact on the Group's business, financial situation, results and/or development prospects.

      To date, none of the rights to video games operated by the Group have been claimed by a third party in any region. The Group has an in-house legal department which ensures that its intellectual property rights are protected and that its licence agreements are secure in all regions where the Group's products are marketed.

      Risks associated with rights renewals

      Given the nature of its business, the Group is directly concerned by the management of a portfolio of rights granted by development studios or other holders of intellectual property. Publishing and reproduction rights to use games obtained by the Group from the studios are granted for a specific region and period, which may vary depending on the contract. The Group therefore has a time-limited right to the video games developed by the studios. If the Group were unable to renew their rights, the operating catalogue would be reduced, which would have a negative impact on its business, financial position, results and/or development prospects.

      The Group's strategy of increasing the proportion of games with full or joint intellectual property rights aims to reduce the Group's exposure to these risks.

      Risks associated with liquidity

      This is the risk that the Group will not be able to meet cash requirements with available short-term resources. To manage this risk, the Company aims to have sufficient cashflow to meet payables as they are due under normal conditions. To this end, the Group obtained financing for the amount of €140m in the 2021-2022 financial year, including €130m under a syndicated loan, and secured additional credit lines of €40m in November 2023 and July 2024.

      As of 31 March 2025, the Group still had €15m in undrawn confirmed credit lines, corresponding with the revolving credit facility, and expects to comply with the financial covenant.

      Debt maturity as of 31 March 2025:

      Consolidated (in thousands of euros)

      TOTAL

      <1 year

      From 1 to 5 years

      > five years

      Bank loans and accrued interest

      142,466

      24,041

      118,049

      375

      Earnouts/Deferred payments related to acquisitions

      2,111

      2,111

      -

      Total loans and financial debt

      144,577

      26,152

      118,049

      375

      Available cash (*)

      61,682

      61,682

      Treasury stocks (**)

      7,802

      7,802

      Self-liquidating production loans (***)

      5,031

      5,031

      Net debt

      (70,063)

      48,362

      (118,049)

      (375)

      (*) Cash corresponds with cash net of overdrafts excluding the impact of the treatment of currency hedges as isolated open positions (**) Treasury stocks up to 5% of the total number of Company shares intended exclusively for external growth transactions

      (***) Self-liquidating production loans are not included in the net debt calculation under the loan agreement

      The Group regularly reviews its sources of financing to ensure constantly sufficient liquidity taking into account available gross cash of €61,7m as of 31 March 2025 and:

    • any sums invested;

    • the repayment schedule for the financial debt existing at that date;

    • the current level of activity; and

    • off-balance sheet commitments.

    After a special review of the liquidity risk, the Group believes to be able to meet obligations for the next twelve months.

    Foreign exchange

    As a result of its international activities, the Group is exposed to foreign exchange risk due to exposures to currencies other than the euro, particularly the US dollars. The Group generates 94% of its sales outside France. For the financial year ended 31 March 2025, the proportion of invoices denominated in US dollars was approximately 65% of consolidated sales. The Group's operating profit and cash flow are therefore subject to exchange rate fluctuations.

    The Group benefits from a mechanical matching mechanism between costs incurred in US dollars (mainly certain development milestones and some studio royalties) and revenues denominated in US dollars. The Group has also maintained a balance between cash receipts and disbursements in US dollars for several years. Lastly, the Group has taken steps to limit the impact of exchange rate fluctuations on its accounts by ensuring prompt payment of invoices denominated in foreign currencies and maintaining reasonable levels of cash in foreign currencies.

    Financial covenants

    On 20 July 2021, the Group entered into a financing agreement for an amount of €130m, which provides for monitoring a financial ratio determined and calculated every year on 31 March, used to set the following year's interest rate. The finance contract provides for a series of remedial measures in the event of non-compliance with this ratio. If these remedial measures fail, all or part of the sums advanced to the Group with accrued interest will be payable immediately. The Company has always respected this financial covenant and the Group's operational and financial management takes this financial covenant into account in all decision-making.

  3. CAPITAL AND SHAREHOLDERS AS OF 31 MARCH 2025
    1. SHAREHOLDING STRUCTURE AS OF 31 MARCH 2025

      The Company's Articles of Association grant double voting rights to registered shares held for over two years. The table below shows the breakdown of shares and voting rights as of 31 March 2025:

      Shareholders

      Number of Shares (%)

      Gross voting rights (1)

      (%)

      Net voting rights (2)

      (%)

      Neology Holding

      4,222,240

      4,517,946

      4,517,946

      49.38%

      49.80%

      53.04%

      PuP Group ExCom and Employees

      193,055

      310,867

      310,867

      2.26%

      3.43%

      3.65%

      PULLUP Entertainment

      553,136

      553,136

      -

      6.47%

      6.10%

      0.00%

      Floating

      3,582,763

      41.90%

      3,689,949

      40.67%

      3,689,949

      43.32%

      TOTAL

      8,551,194

      100%

      9,071,898

      100%

      8,518,762

      100%

      1. Number of gross (or "theoretical") voting rights used as a basis for calculating thresholds crossings

      2. Number of net (or "exercisable") voting rights at shareholders' general meetings

      Breakdown of shares and transferable securities held by members of the Board of Directors as of 31 March 2025:

      Number of shares held

      Transferable securities giving future equity

      Total

      % of share capital

      Number and type allocated transferable securities

      Number of shares likely to be issued if all exercised

      Total holding

      Total Diluted

      Virginie Calmels 969 - - 969 0.01% 0.01%

      Romain Heller (indirectly via FLCP & Associés Invest)

      -

      -

      -

      -

      Irit Hillel 3,950 - - 3,950 0.05% 0.05%

      Tiphanie Lamy (indirectly via FLCP & Associés)

      -

      -

      -

      -

      Fabrice Larue (indirectly via Neology Holding) 4,222,240 - - 4,222,240 49.38% 49.38%

      Tanguy de Franclieu

      (indirectly via Neology Holding)

      -

      -

      -

      -

      Didier Crespel -

    2. TREASURY STOCK & TRANSACTIONS ON COMPANY SECURITIES AS PART OF A SHARE BUYBACK PROGRAMME

      Under the liquidity contract, as of 31 March 2025, the Company held 15,229 of its own shares with a value of €285,000.

      Liquidity contract as of 31 March 2025

      Quantity

      Price

      Shares held as of 31 March 2024

      12,493

      9.12

      Shares bought (average price)

      335,869

      17.30

      Shares sold (average price)

      333,133

      17.46

      Shares held as of 31 March 2025

      15,229

      18.74

      Apart from the liquidity contract, the Group held 537,907 shares under its share buyback programme as of 31 March 2025. Breakdown by objective of the shares held under the share buyback programme as of 31 March 2025:

      Purpose of buyback

      Number of shares

      Implementation of stock option plans, free share allotment plans, employee shareholding transactions reserved

      for members of company savings plans, in accordance with current laws, or allotment of shares to employees

      110,367

      and/or corporate officers of the Company and affiliated companies

      Delivery of shares for the exercise of rights attached to transferable securities giving future equity in the Company

      0

      Their use for any hedging operation of the Company's obligations under financial instruments related to Company share price changes

      0

      Held for subsequent delivery as payment or exchange for any acquisitions, mergers, spin-offs or contributions

      427,540

      Full or partial cancellation of shares through a reduction of the share capital particularly to optimise cash management, equity return or earnings per share

      Stimulate the stock market under a liquidity contract entered into with an investment services provider, in accordance with the ethics charter recognised by the AMF

      15,229

      The implementation of any market practices authorised by the AMF and, more broadly, the performance of all transactions in accordance with legal and regulatory provisions in force

      TOTAL

      553,136

    3. EMPLOYEE SHAREHOLDING

      As of 31 March 2025, 193,055 shares, representing 2.26% of the shares and 3.43% of the voting rights, were held by employees or members of the Executive Committee who have an employment contract with the Company, or by employees of Group subsidiaries.

    4. SUMMARY TABLE OF TRANSACTIONS ON COMPANY SECURITIES BY THE COMPANY'S DIRECTORS AND THEIR RELATIVES

      In accordance with the provisions of Articles 223-22 A and 223-26 of AMF general regulations, and L. 621-18-2 and R. 621-43-1 of the French monetary and financial Code, we hereby inform you of transactions on Group securities carried out by company directors and their relatives during the financial year:

      1. SALE AND PURCHASE OF SECURITIES BY MEMBERS OF THE BOARD OF DIRECTORS

        Shares sold

        Vested Shares

        Virginie Calmels

        -

        969

        Romain Heller (indirectly via FLCP & Associés Invest) Irit Hillel

        Tiphanie Lamy (indirectly via FLCP & Associés)

        -

        -

        -

        -2,212

        -

        Fabrice Larue (indirectly via Neology Holding)

        13,275 (1)

        1,452,712

        Tanguy de Franclieu (indirectly via Neology Holding)

        -

        -

        Didier Crespel

        (1) Shares sold to Mr Geoffroy Sardin, transaction described in the prospectus approved by the AMF on 15 May 2024 under number 24-156

      2. EXERCISE OF OPTIONS BY COMPANY DIRECTORS DURING THE YEAR

        None

    5. SPECIAL REPORT ON SHARE SUBSCRIPTION OR PURCHASE OPTIONS AND FREE SHARES

      1. SHARE SUBSCRIPTION OR PURCHASE OPTIONS

        Stock options

        Date authorised

        26 June 2019

        14 December 2023

        06 March 2025

        Share price on date of authorisation

        19.76

        18.00

        Exercise deadline

        26 June 2024

        14 December 2033

        02 January 2031

        Exercise price

        18.53

        30.80

        26.16

        Authorised quantities

        25,000

        70,000

        70,000

        Quantities assigned

        15,750

        70,000

        70,000

        Quantities cancelled

        10,750

        -

        -

        Quantities exercised

        5,000

        -

        -

        Residual quantities as of 31 March 2025

        0

        70,000

        70,000

        1. Allotment of share subscription or purchase options during the year ended 31 March 2025

          At its meeting on 6 March 2025, the Board of Directors decided using the authorisation granted by the seventeenth resolution of the Ordinary and Extraordinary General Meeting of 26 September 2024 to allocate 70,000 options to Mr Geoffroy Sardin at an exercise price of €26.16.

          These options are divided into 5 tranches of 14,000 shares, each tranche being exercisable on each anniversary date of his appointment, i.e. 2 January 2024, for a period of three years from the third anniversary date for the first tranche (2 January 2027) until the seventh anniversary date for the fifth tranche (2 January 2031).

          A length of service condition is associated with each tranche and is set on each anniversary date of his appointment, from the second anniversary date for the first tranche (2 January 2026) until the sixth anniversary date for the fifth tranche (2 January 2030).

          Any shares resulting from the exercise of options will be transferred, where applicable, by the issuance of new shares, in accordance with the terms of plan 03-2025.

        2. Exercise of share subscription options during the year ended 31 March 2025

        Void.

      2. FREE SHARES (FSA)

        Allotment of free shares

        17 December

        26 January

        17 January

        15 November

        14 March

        18 April

        18 April

        19 September

        19 September

        Grant date

        2020

        2021

        2023

        2023

        2024

        2024

        2024

        2024

        2024

        Vesting Date

        15 December

        15 December

        15 December

        50% on 01 50% on 01 22.24% on 30

        Q1 on 30 April

        Q1 on 30

        Q1 on 30

        2024

        2024

        2024

        January 2026 April 2026 and April 2025

        2026

        September

        September

        and 50% on 50% on 01 77.76% on 30

        Q2 on 01

        2026

        2026

        01 January January 2027 April 2026

        January 2027

        Q2 on 01

        Q2 on 01

        2027

        January 2027

        January 2027

        End of

        15 December

        15 December

        15 December

        50% on 01 50% on 01

        22.24% on 30

        Q1 on 30 April

        Q1 on 30

        Q1 on 30

        retention period

        2024, 15

        2024, 15

        2025 or 15

        January 2026 April 2026 and

        April 2026

        2026

        September

        September

        December 2025 or 15

        December 2026

        depending on the tranche in question

        December 2025 or 15

        December 2026

        depending on the tranche in question

        December 2026

        depending on the tranche in question

        and 50% on 01

        January 2027

        50% on 01

        January 2027

        77.76% on 30

        April 2026"

        Q2 on 01

        January 2027

        2026

        Q2 on 01

        January 2027

        2026

        Q2 on 01

        January 2027

        Quantities assigned 70,000

        75,375

        53,460

        56,700

        1,000

        10,565

        5,000

        5,000

        2,000

        Quantities cancelled 64,433

        69,721

        53,460

        9,400

        0

        0

        0

        0

        0

        Quantities still in the vesting 0

        0

        0

        47,300

        1,000

        10,565

        5,000

        5,000

        2,000

        Quantities still in the retention 0

        0

        0

        0

        0

        0

        0

        0

        0

        period as of 31 March 2025

        period as of 31 March 2025

        1. Allotment of free shares during the year ended 31 March 2025

          At its meeting on 18 April 2024, the Board of Directors adopted two free share allotment plans: a first plan providing for a maximum allotment of 10,565 FSAs to key Group employees who are not corporate officers (FSA Plan - 18 April 2024 - 1), and a second plan providing for a maximum allotment of 5,000 FSAs also to key employees who are not corporate officers, subject to a personal investment of €20,000 in Company shares (FSA Plan - 18 April 2024 - 2), availing itself of the delegation granted by the Ordinary and Extraordinary General Meeting of 12 September 2023 under its sixteenth resolution.

          At its meeting on 19 September 2024, the Board of Directors adopted a free share allotment plan (maximum allotment of 2,000 FSAs) subject to a personal investment of €10,000 in Company shares (FSA Plan - 19 September 2024 - 2), and a second plan (maximum allotment of 5,000 FSAs) subject to a personal investment of €20,000 in Company shares (FSA Plan - 19 September 2024 - 1), also by virtue of the aforementioned delegation for key employees who are not corporate officers.

        2. Vesting of free shares during the financial year ended 31 March 2025

          At its meeting on 16 January 2025, the Board of Directors noted that the length of service condition as of 15 December 2024 had been met by all relevant beneficiaries. As a result, the following definitive allotments were decided:

          • Under free share allotment plan 12-2020 approved by the Supervisory Board on 17 December 2020, 5,567 shares were definitively allocated;

          • Under plan 01-2021 approved by the Supervisory Board on 26 January 2021, 5,654 shares were definitively allocated;

          • Under plan 01-2023, approved by the Board of Directors on 17 January 2023, no shares were definitively allocated.

            A total of 11,221 shares were definitively allocated at the Board meeting on 16 January 2025 and are not subject to any retention conditions.

      3. TRANSFERABLE SECURITIES AND INSTRUMENTS GIVING FUTURE EQUITY OUTSTANDING ON THE DATE OF THIS REPORT

        On the date of this report:

        • 70,865 free shares have been allocated but are not yet definitively vested;

        • 140,000 stock options have not yet been exercised.

    6. SHARE CAPITAL TRANSACTIONS

      1. DURING THE FINANCIAL YEAR ENDED 31 MARCH 2025

        As of 31 March 2025, the share capital was divided into 8,551,194 shares with a nominal value of €1.20. As of 31 March 2024, it was divided into 6,496,526 shares with a nominal value of €1.20.

        The following share capital increases occurred between 1st April 2024 and 31 March 2025:

        Date

        Transaction type

        Number of shares issued/cancelled

        Share capital

        Share issue or contribution premium

        Cumulative nominal amount of share capital

        Cumulative number of shares

        Nominal value

        23 May 2024

        Share capital increase

        2,042,400

        2,450,880.00

        20,628,240.00

        10,246,711.20

        8,538,926

        1.20

        18 July 2024

        Capital increase for Employees

        12,268

        14,722.00

        102,192.00

        10,261,433.00

        8,551,194

        1.20

        1. Capital increase completed in May 2024

          On 14 May 2024 the Company's Board of Directors decided, pursuant to the 9th resolution of the Shareholders' General Meeting of 12 September 2023, to increase the share capital by an initial nominal amount of €1,853,217.60, by creating and issuing by way of a public offer and with a priority subscription period, on an irreducible basis only, in favour of shareholders, 1,544,348 new shares in the Company, which may be increased (i) to a maximum of 1,776,000 new shares in the Company if the extension clause is exercised in full and (ii) to a maximum of 2,042,400 new shares in the Company if the extension clause and the overallotment option (as authorised by the 12th resolution of the Shareholders' General Meeting of 12 September 2023) are exercised in full, at an issue price per new share equal to €11.30 (i.e. €1.20 nominal value and €10.10 issue premium), representing a 3.0% discount on the volume-weighted average of the PULLUP Entertainment share price over the three trading days preceding 14 May 2024, and a 3.4% discount on the closing price of the PULLUP Entertainment share on 14 May 2024.

          By decision of the Board of Directors of the Company dated 23 May 2024, the Board of Directors:

          • noted the completion of the increase in the Company's share capital by a nominal amount of €2,131,200, raising it from €7,795,831.20 to

            €9,927,031.20, by issuing 1,776,000 new shares, without pre-emptive subscription rights, by way of a public offer with a priority subscription period for existing shareholders of the Company, at a price of €11.30 per new share, i.e. a nominal value of €1.20 and an issue premium of

            €10.10;

          • decided, in view of the scale of demand for new shares and the number of new shares not subscribed to by shareholders under the priority subscription period, to reduce subscription orders under the public offer and the global placement in proportion to the number of new shares that could be allocated under the public offer and the global placement, and consequently decided to satisfy the subscription requests expressed in the offer, for the amount of (i) 1,072,886 new shares by irrevocable entitlement under the priority subscription period; and (ii) 703,114 new shares in connection with the public offering and the global placement;

          • noted that the final gross proceeds of the offer amounted to €20,068,800 including issue premium, corresponding with the issuance of 1,776,000 new shares at a price of €11.30 each, i.e. a nominal value of €1.20 and an issue premium of €10.10, representing a total capital increase of €2,131,200;

          • decided, on exercise of the overallotment option (pursuant to the 12th resolution of the Shareholders' General Meeting of 12 September 2023), to increase the Company's share capital by a nominal amount of €319,680, raising it from €9,927,031.20 to €10,246,711.20, by issuing shares without pre-emptive subscription rights, by way of a public offering with a priority subscription period for existing Company shareholders, of 266,400 additional new shares, at a price of €11.30 per new share, i.e. a nominal value of €1.20 and an issue premium of €10.10;

          • decided to allocate the additional 266,400 new shares to satisfy the balance of subscription requests expressed in the offer, up to a limit of 266,400 new shares, all for the public offer and global placement;

          • noted that the final gross proceeds from the exercise of the overallotment option amounted to €3,010,320, including issue premium, corresponding to the issue of 266,400 additional new shares at a price of €11.30 each, i.e. a nominal value of €1.20 and an issue premium of

            €10.10, representing a total nominal capital increase of €319,680.

        2. Capital increase reserved for employees completed in August 2024

        The Board of Directors of the Company, through delegation of authority granted by the Ordinary and Extraordinary General Meeting of 12 September 2023 in its 13th resolution, has approved a capital increase reserved for employees who are members of a company savings scheme, in accordance with the provisions of Articles L. 225-129-2, L. 225-129-6, L. 225-132, L. 225-138-1 and L. 225-180 of the French Commercial Code, and Articles

        L. 3332-1 et seq., L. 3332-18 et seq., L. 3332-19 and L. 3332-20 of the French Labour Code, of new shares to be issued up to 1% of the Company's share capital.

        On 20 June 2024, the Board of Directors decided to increase capital by up to 85,389 shares and to apply a 30% discount to the average opening price of PULLUP Entertainment shares between 23 May 2024 and 19 June 2024, bringing the subscription price to €9.53 per share. The subscription period was open from 21 June 2024 to 9 July 2024 inclusive, with subscriptions to be paid up by 2 August 2024 at the latest, and settlement and delivery of the securities on 12 August 2024.

        This resulted in a total gross increase in capital of €117m, corresponding with the issuance of 12,268 new shares at a unit price of €9.53.

      2. POST-CLOSING

        None

  4. SUBSIDIARIES AND EQUITY STAKES
    1. LEGAL ORGANISATIONAL CHART AS OF 31 MARCH 2025

      Deck 13 Canada

Pullup Entertainment Développement

Marvelous

12/10ième

Carpool

Dovetail Games (Scotland) Ltd

Marvelous Belgique

Deck 13 Spotlight

Focus Entertainment USA

Make It Happen Studio*

Black Mill

Dotemu

Uppercut Games Pty Ltd

Dovetail Games Holding

Leikir Studio

Focus Entertainment Publishing

Neology Holding

49.38%

2.26%

PULLUP ENTERTAINMENT

6.47%

Free float

Treasury stocks

EXCOM and other employees PULLUP Entertainment

100%

77.5%

100%

66.67%

60.0%

88.77%

100%

Deck 13 Interactive GmbH

70%

Black Soup

Scripteam

98.26%

10.6%

50.01%

100%

Just 2D Interactive

50.01%

65%

Peanut Butter & Jelly

100%

Railsimulator. com Ltd

5%

Rundisc

100%

100%

35%

66.67%

100%

100%

30%

41.90%

* companies over which we have lost control

Building on the foundations and DNA of its historic entity, FOCUS Entertainment, the PULLUP Entertainment group aims to federate the expertise of a group of creative talents with a worldwide reputation in publishing and the creation of original video game content, under a powerful and inspiring brand. The PULLUP Entertainment group has a growing catalogue of franchises owned or controlled via:

  • Focus Entertainment Publishing, to which the parent company's video game publishing activities were transferred via a partial contribution of assets. This transaction took effect on 1st April 2024. Focus Entertainment Publishing, one of the world's leading publishers of video games, is renowned for its premium production monitoring services with marketing and communications support tailored to each project and audience.

  • Focus Entertainment USA, LLC engages in commercial activities in North and Central America.

  • The core business of the German subsidiary Deck13 Interactive, acquired on 25 June 2020, is video game development. It also publishes video games through its wholly-owned subsidiary Deck13 Spotlight, based in Frankfurt. Deck13 Interactive also has a Canadian subsidiary based in Montreal, which was set up on 1st April 2021. Just 2D Interactive GmbH is a development studio consolidated in PULLUP entertainment with the equity method. The Group holds 30% and exercises significant control over the studio.

  • Dotemu, a world leader in retrogaming based in Paris, joined the Group on 30 September 2021. The company has been fully consolidated in the Group accounts since 30 September 2021.

  • The core activity of the French subsidiary Douze Dixièmes, acquired on 12 October 2021, is the development of video games. The company has been fully consolidated in the Group's accounts since 1st October 2021.

  • The core business of the French subsidiary Leikir Studio, acquired on 4 February 2022, is the development of video games. The company has been fully consolidated in the Group accounts since 1st February 2022.

  • The core activity of the Dutch subsidiary BlackMill Games, acquired on 5 September 2022, is the development and distribution of their video games. The company has been fully consolidated in the Group accounts since 08 September 2022.

  • The core business of German subsidiary Black Soup Gmbh, acquired on 16 November 2022, is influencer marketing. The company has been fully consolidated in the Group accounts since 17 November 2022.

  • The core business of UK subsidiary Dovetail Games, acquired on 20 April 2023, is the development of video games. The company has been fully consolidated in the Group accounts since 20 April 2023.

  • The core activity of Carpool (in which a holding was acquired on 26 May 2023) is the development of video games. The company has been accounted for by the equity method in the Group's financial statements since 26 May 2023.

  • The PULLUP Entertainment Développement subsidiary created on 4 November 2024 is an empty shell.

  • The French subsidiary Scripteam, created on 16 October 2023, is an audiovisual platform for the production of films and series. The company and its subsidiary Marvelous Production, acquired on 14 December 2023, are fully consolidated in the Group's financial statements.

    1. ACQUISITION OF SIGNIFICANT SHAREHOLDINGS IN OR CONTROL OF COMPANIES WITH A FRENCH REGISTERED OFFICE

      On 20 June 2024, PULLUP Entertainment acquired a minority stake in French studio Rundisc.

    2. EXISTING BRANCHES

      None

    3. DISPOSAL OF SHARES TO REGULARISE CROSS SHAREHOLDING

      None

  1. PRESENTATION OF THE FINANCIAL STATEMENTS FOR THE YEAR AND ALLOCATION OF PROFIT OR LOSS
    1. REVIEW OF FINANCIAL STATEMENTS PROFIT OR LOSS

      Financial statements as of 31 March 2025

      During the financial year ended 31 March 2025, the Company underwent a major change in the scope of its business, linked to the spin-off transaction of 1st April 2024. This change resulted in the transfer of operational activities (publishing, production and sale of video games) to Group subsidiaries, refocusing the Company on support functions (administrative, accounting, legal, etc.). Consequently, the financial data for the 2025 financial year is not directly comparable with that of the previous year.

      Revenue: Corporate sales amounted to €21.7m as of 31 March 2025, compared with €134.4m one year earlier. Since 1st April 2024, these sales have consisted exclusively of services re-invoiced to Group subsidiaries (in particular strategic, administrative, accounting and legal services). In the previous financial year, sales of video games by FOCUS Entertainment's publishing business were the main driver.

      Operating expenses: Operating expenses amounted to €17.0m, compared with €148.6m as of 31 March 2024. They now comprise the operating costs of the central teams, primarily including personnel expenses, rents, IT costs and fees. The sharp decrease was due to the elimination of operating expenses relating to the production, marketing and sale of games.

      Operating profit (loss): Operating profit was therefore +€6.0m, compared with a loss of -€9.0m the previous year.

      Financial profit (loss): Net financial income was +€18.7m for the year. It mainly comprises interest paid on the senior loan taken out by the Company and interim dividends received from Focus Entertainment Publishing.

      Extraordinary profit (loss): Exceptional loss amounted to -€7.7m, mainly comprising the loss on the disposal of securities in Streum On Studio, and other non-recurring items relating to internal reorganisation.

      Corporate tax: Tax income amounted to €6.1m. It results from the application of the tax consolidation regime, under which the Company benefits from a favourable share of consolidated taxable income.

      Net profit (loss): Net profit for the year was €23.1m, reflecting the combined effect of the transformation of the business model, tight control over structural costs and the payment of interim dividends.

      The balance sheet total rose from €331.7m as of 31 March 2024 to €337.7m as of 31 March 2025. Shareholder equity amounted to €177.6m, compared with €131.0m as of 31 March 2024.

      Gross cash as of 31 March 2025 was €19.01m

      Consolidated financial statements as of 31 March 2025

      The Group recorded revenue of €390.0m for the twelve months ended 31 March 2025, vs €187.3m for the previous twelve-month period. Net profit (Group share) rose sharply to €19.4m, compared with a loss of -€19.9m the previous year.

      The Company's balance sheet total grew from €350.5m as of 31 March 2024 to €403.1m as of 31 March 2025. Shareholder equity (Group share) stood at €159.6m as of 31 March 2025, compared with €121.6m as of 31 March 2024. The Group's gross cash position was €61.7m as of 31 March 2025, compared with €17.9m as of 31 March 2024.

      PULLUP ENTERTAINMENT

    2. DEBT SITUATION OF THE COMPANY AND GROUP AS OF 31 MARCH 2025

      31 March

      2024

      New loans

      Repayments

      Foreign exchange unrealised gains and losses

      Change in consolidation scope

      31 March

      2025

      Bank loans (excluding overdraft)

      148,153

      (0)

      (11,586)

      -

      (64)

      136,503

      - of which due within one year

      17,084

      18,078

      - of which due between one and five years

      130,194

      118,049

      - of which due after five years

      875

      375

      Other loans and debt

      6,394

      320

      (1,681)

      -

      64

      5,097

      Revolving

      -

      10,000

      (10,000)

      -

      Accrued interest (on other loans and debt)

      1,316

      9

      (434)

      -

      (17)

      874

      Bank overdraft and other short-term debt

      108

      (114)

      -

      (0)

      (2)

      (8)

      Financial debt

      155,972

      10,215

      (23,701)

      (0)

      (19)

      142,466

      Cash and cash equivalents(*)

      (17,871)

      (61,682)

      Treasury stocks

      (3,183)

      (7,802)

      Cash and cash equivalents (**)

      (21,053)

      (69,484)

      Earnouts

      4,110

      -

      (1,999)

      2,111

      Self-liquidating production loans (***)

      (6,382)

      (320)

      1,671

      (5,031)

      NET DEBT

      132,646

      9,895

      (24,029)

      (0)

      (19)

      70,063

      (*) Cash corresponds with cash net of overdrafts excluding the impact of the treatment of currency hedges as isolated open positions.

      (**) Cash and cash equivalents represent cash and treasury stocks up to 5% of the total number of Company intended exclusively for external growth transactions. (***) Self-liquidating production loans are not included in the net debt calculation under the loan agreement.

    3. PROPOSED ALLOCATION OF PROFIT (LOSS)

      After allocating funds to the statutory reserve, the Board of Directors proposed to the Annual General Meeting that a dividend of €1 per share be paid, and that the annual profit of €23.05m be appropriated as follows:

      Financial year net profit (loss)

      23,051,932.98

      Transfer to statutory reserve

      (246,560.16)

      Previous retained earnings

      30,276,876.53

      Distributable profit

      53,082,249.35

      Dividend distribution

      (8,551,194.00)

      Allocation of profit (loss) for the year to retained earnings

      14,254,178.82

      As a result, the Company's shareholder equity stood as follows as of 31 March 2025:

      Subscribed share capital

      10,261,432.80

      Share premium

      110,432,396.76

      Statutory reserves

      779,583.12

      Retained earnings

      30,276,876.53

      Share capital before appropriation

      151,750,289.21

      Retained earnings

      14,254,178.82

      Statutory reserve

      246,560.16

      Share capital after profit appropriation

      166,251,028.19

    4. RECAP OF DIVIDENDS DISTRIBUTED OVER THE LAST THREE FINANCIAL YEARS

      No dividend has been paid in the last three financial years.

    5. NON-TAX-DEDUCTIBLE EXPENSES

      In accordance with the provisions of Article 223 quater of the French general tax code, we hereby inform you of all expenses and charges referred to in Article 39-4 of said Code recorded by the Company: the financial year ended 31 March 2025 recorded no non-tax-deductible expenses.

    6. FINANCIAL INSTRUMENTS

      As part of the credit agreement put in place in July 2021, and to comply with its obligations, the PULLUP Entertainment sub-group has entered into a number of interest rate hedging transactions, the payments for which are recognised in the financial statements as of 31 March 2025. The cumulative fair value was €994,000 as of 31 March 2025.

  2. FIVE-YEAR FINANCIAL SUMMARY

    SUMMARY TABLE OF PROFIT/LOSS FOR THE LAST FINANCIAL YEARS

    2020/21

    2021/22

    2022/23

    2023/24

    2024/25

    Financial position at year-end (in euros)

    Share capital

    6,395,930

    7,778,731

    7,793,911

    7,795,831

    10,261,433

    Number of issued shares

    5,329,942

    6,482,276

    6,494,926

    6,496,526

    8,551,194

    No. of convertible bonds

    Total profit (loss) from operations (in thousands of Euro)

    Revenue excl. tax

    166,506

    132,660

    144,481

    134,413

    21,667

    Profit before tax, depreciation, amortisation and provisions

    48,449

    38,787

    37,135

    36,284

    16,983

    Income tax

    7,253

    2,380

    1,734

    (71)

    -6,069

    Profit after tax, depreciation, amortisation and provisions

    14,717

    6,018

    6,545

    (24,199)

    23,052

    Distributed profits

    -

    -

    -

    -

    -

    Operational earnings per share* (in Euro)

    Profit before tax, amortisation and provisions

    9.09

    5.98

    5.72

    5.59

    1.99

    Profit after tax, amortisation and provisions

    2.76

    0.93

    1.01

    (3.72)

    2.70

    Dividend paid

    -

    -

    -

    -

    -

    Personnel

    Number of employees

    146

    182

    208

    227

    61

    Total payroll (in thousands of Euro)

    7,633

    8,174

    10,840

    11,524

    4,947

    Wage costs (in thousands of Euro)

    3,341

    3,368

    4,923

    4,543

    1,950

    * The number of shares at the end of the financial year is used to calculate earnings and the dividend per share.

  3. MISCELLANEOUS INFORMATION
    1. INFORMATION ON PAYMENT LEAD TIMES FOR PAYABLES AND RECEIVABLES (EXCLUDING ACCRUED EXPENSES)

      In thousands of euros

      Due

      Not due

      1 to 30 days

      31 to 60 days

      61 to 90 days

      > 91 days

      Total amount due

      A. Invoices in arrears

      PAYABLES payment terms

      Number of invoices

      24

      6

      4

      0

      28

      38

      Total amount incl. taxes

      78

      511

      1

      0

      217

      728

      Percentage of year's purchases

      6%

      42%

      0%

      0%

      18%

      60%

      RECEIVABLES payment terms

      Number of invoices

      0

      0

      0

      0

      206

      206

      Total amount incl. taxes

      0

      0

      0

      0

      819

      819

      Percentage of year's sales

      0%

      0%

      0%

      0%

      4%

      4%

      B. Invoices excluded from A. relating to disputed or unrecorded payables and receivables

      Number of invoices excluded

      0

      0

      0

      0

      0

      0

      Total amount

      0

      0

      0

      0

      0

      0

      C. Reference payment terms used (contractual or statutory - Article 441-6 or Article L 443-1 of the French commercial code)

      PAYABLES

      Contractual term

      Legal term

      between 15 and 60 days net

      France: 60 days net / International: variable

      RECEIVABLES Contractual term

      Legal term

      between immediate and 90 days net

      France: 60 days net / International: variable

    2. COMBATING MONEY LAUNDERING AND FINANCING TERRORISM

      Under the current Euronext Growth® Rules, it is specified that the Group, its directors and corporate officers comply with Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering and financing terrorism. Furthermore, the Group, its directors and officers are not on the list of persons sanctioned by the European Union or on the lists drawn up by the US FOCA.

    3. INTER-COMPANY LOANS

      In accordance with Article L.511-6 3 bis of the French Monetary and Financial Code, we hereby declare that no inter-company loans were entered into during the financial year ended 31 March 2025.

    4. STATUTORY AUDITORS' TERMS OF OFFICE

Statutory auditors:

  • Deloitte & Associés represented by Messrs Jean Charles DUSSART and Ariane BUCAILLE, 6 Place de la Pyramide, 92908 Paris - La Défense Deloitte & Associés was appointed statutory auditor at the General Meeting held on 22 June 2006 for a term of six financial years, and reappointed at the General Meetings of 20 June 2012, 27 September 2018 and 26 September 2024. Their terms will expire at the close of the Shareholders' General Meeting called to approve the financial statements for the year ended 31 March 2030.

  • FINEXSI French member of Grant Thornton International represented by Mr Antoine ZANI, 29 rue du Pont, Neuilly-sur-Seine, 92200 FINEXSI AUDIT was appointed joint statutory auditor by the General Meeting of Shareholders held on 23 September 2021 for a term of six financial years. The current term will expire at the close of the Shareholders' General Meeting called to approve the financial statements for the year ended 31 March 2027.

    We hope you will approve these proposals and adopt the corresponding resolutions. Paris, 15 July 2025

    The Board of Directors

    PULLUP Entertainment (formerly FOCUS Entertainment)

    Société anonyme (public limited company under French law) with a capital of €10,261,432.80 Parc de Flandre « Le Beauvaisis » - Bâtiment 28

    11, rue de Cambrai, 75019 Paris, France 399 856 277 RCS Paris (the "Company")

    BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE

    Dear Shareholders,

    In accordance with Articles L. 225-37 et seq. of the French Commercial Code, the Board of Directors prepared a report on the Company's governance, which specifically provides:

  • a list of all mandates and functions performed in any company by each corporate officer during the financial year;

  • agreements entered into, directly or through an intermediary, between, either a corporate officer or a shareholder holding more than 10% of the voting rights or another company in which the Company directly or indirectly holds more than half of the share capital, except for agreements relating to current transactions and entered into under normal conditions; and

  • a table summarising current delegated powers granted by the Shareholders General Meeting regrading share capital increases, pursuant to Articles L.225-129-1 and L.225-129-2, and when the delegated powers were exercised during the year.

  1. LIST OF OFFICES AND POSITIONS HELD IN ANY COMPANY BY EACH COMPANY OFFICER DURING THE FINANCIAL YEAR

    During the financial year ended 31 March 2025, the Company was a French public limited company governed by a Board of Directors. The table below lists the corporate officers.

    Board of Directors

    The Company's Articles of Association stipulate that the Board of Directors must comprise at least three and no more than 18 members. During the financial year ended 31 March 2025, the Board of Directors was composed as follows:

    Members from 1stApril 2024 to 31 March 2025:

    • Mr Fabrice Larue,

    • Neology Holding, represented by Mr Tanguy de Franclieu,

    • FLCP & Associés, represented by Mrs Tiphanie Lamy,

    • FLCP & Associés Invest, represented by Mr Romain Heller,

    • Mrs Virginie Calmels,

    • Mrs Irit Hillel,

    • Mr Didier Crespel.

      The composition of the Board of Directors described above remains unchanged on the date of this report.

      The Board of Directors comprises three independent members and three women out of a total of seven members.

      Members of the Board of Directors

      First and last name

      Positions held in the Company

      Term of office in the Company

      Other offices currently held in other companies

      Nature

      Company

      Mr Fabrice Larue

      Chairman and Chief

      Executive Officer

      Date of co-option as Director and appointment as Chairman: 05 January 2023

      End of term: Shareholders' General Meeting called to approve the accounts for the financial year ended 31 March 2026 (the term of office of the Chief Executive Officer may not exceed, where applicable, the term of his directorship), it is noted that Mr Fabrice Larue has held the position of Chief Executive Officer since 16 May 2023 following the meeting of the Board of Directors at which it was decided to combine the positions of Chairman of the Board of Directors and Chief Executive Officer.

      Chairman, legal representative of FIFL, itself Chairman of

      Deputy Chairman Director

      Director

      Director, permanent representative of FLCP & Associés Invest

      FIFL

      FLCP

      FLCP & Associés MCFL SAM

      Monaco Mediax

      Monte-Carlo Société des Bains de Mer

      Les Amis des Cahiers

      Neology Holding, represented by its permanent representative,

      Mr Tanguy de Franclieu

      Member

      Date of appointment: 1 April 2022

      End of term: 2026 AGM for the 2025/2026 financial statements

      Neology Holding: None

      Mr Tanguy de Franclieu: Manager,

      Legal representative of Financière Beauvau, and Chief Executive Officer of

      None

      Financière Beauvau

      FLCP

      FLCP Associés

      FLCP & Associés Invest

      FLCP & Associés, represented by its permanent representative, Tiphanie Lamy

      Member

      Date of appointment: 1 April 2022

      End of term:

      2026 AGM for the 2025-2026 financial statements

      FLCP & Associés: Chair of

      Tiphanie Lamy:

      FLCP & Associés Invest Neology Invest Neology Holding

      None

      FLCP & Associés Invest, represented by its permanent representative,

      Mr Romain Heller

      Member

      Date of appointment: 1 April 2022

      End of term:

      2026 AGM for the 2025-2026 financial statements

      FLCP & Associés Invest: member of the Supervisory Committee

      Mr Romain Heller:

      Les Amis des Cahiers

      None

      Virginie Calmels

      Independent member

      Date of appointment: 1 April 2022

      End of term:

      2026 AGM for the 2025-2026 financial statements

      Chairman Director

      Independent director Independent director

      SHOWer Company ILIAD

      IPSOS ASSYSTEM

      Mrs Irit Hillel

      Independent member

      Date of appointment: 1 April 2022

      End of term:

      2026 AGM for the 2025-2026 financial statements

      None

      None

      Mr Didier Crespel

      Independent member

      Date of appointment: 28 February 2024

      End of term:

      2028 AGM for the 2027-2028 financial statements

      Chairman and CEO Chairman and CEO Chairman and CEO Chairman and CEO

      Groupe Mecamen AMPM

      AMS

      Mecamen Polska

      General Management

      The Company's Articles of Association stipulate that the general management of the Company is assumed either by the Chairman of the Board of Directors, who then holds the title of Chairman and Chief Executive Officer, or by another individual appointed by the Board of Directors who holds the title of Chief Executive Officer.

      The choice between these two methods of exercising general management is made by the Board of Directors.

      On the recommendation of the Chief Executive Officer, the Board of Directors may appoint a maximum of five (5) Deputy Chief Executive Officers to assist him.

      Financial year ended 31 March 2025

      The Chairman of the Board, Mr Fabrice Larue, has managed the Company since 16 May 2023, in his capacity as Chairman and Chief Executive Officer.

      Mr Geoffroy Sardin, who had been employed in a management position since 2 January 2024, was appointed by the Board of Directors on 6 March 2025 as corporate officer, Deputy Chief Executive Officer in charge of the Company's operational management, with effect from 1st April 2025.

      General Management as of 31 March 2025

      First and last name

      Positions held in the Company

      Term of office in the Company

      Other offices currently held in other companies

      Nature

      Company

      Mr Fabrice Larue

      Chairman and Chief Executive Officer

      Date of appointment: 16 May 2023

      End of term: indefinite

      Chairman, legal representative of FIFL, itself Chairman of

      FIFL

      FLCP

      FLCP & Associés

      Deputy Chairman

      MCFL SAM

      Director

      Monaco Mediax

      Director

      Monte-Carlo Société des Bains de Mer

      Director, permanent representative of FLCP & Associés Invest

      Les Amis des Cahiers

      At the date of this report, the general management comprised:

      General management at the date of this report

      First and last name

      Positions held in the Company

      Term of office in the Company

      Other offices currently held in other companies

      Nature

      Company

      Mr Fabrice Larue

      Chairman and Chief Executive Officer

      Date of appointment: 16 May 2023

      End of term: indefinite

      Chairman, legal representative of FIFL, itself Chairman of

      FIFL

      FLCP

      FLCP & Associés

      Deputy Chairman

      MCFL SAM

      Director

      Monaco Mediax

      Director

      Monte-Carlo Société des Bains de Mer

      Director

      Permanent representative of FLCP & Associés Invest

      Les Amis des Cahiers

      Mr Geoffroy Sardin

      Deputy CEO

      Date of appointment: 06 March 2025 Date of commencement of duties: 1st April 2025

      End of term: indefinite

      None

      None

      No conviction for fraud, association with bankruptcy or official public incrimination and/or sanction.

      To the best of the Company's knowledge, at the date this report was drawn up:

    • no member of the Board of Directors or general management has been convicted of fraud in the last five years;

    • no member of the Board of Directors or general management has been involved in any bankruptcy, receivership or liquidation in the last five years, either as a member of an administrative, management or supervisory body or as Chief Executive Officer/Deputy Chief Executive Officer;

    • no official public incrimination and/or sanction has been pronounced in the last five years against any Member of the Board of Directors or general management by statutory or regulatory authorities (including designated professional bodies);

    • no member of the Board of Directors or general management has been disqualified in the last 5 financial years by a court from acting as a Member of an administrative, management or supervisory body or from acting in the management or conduct of the affairs of an issuer.

      Other offices held outside the Group in the past five years

      Members of the Board of Directors

      Nature

      Company

      Mr Fabrice Larue

      Joint Chairman

      Chief Executive Officer

      SARL FIVL

      Pull Up Digital

      Neology Holding, represented by Mr Tanguy de Franclieu

      Mr Tanguy de FRANCLIEU

      Director

      Pull Up Digital

      FLCP & Associés, represented by Mrs Tiphanie Lamy

      Ms Tiphanie Lamy

      Director

      Pull Up Digital

      FLCP & Associés Invest, represented by Mr Romain Heller

      None

      None

      Virginie Calmels

      Chairman of the Strategic Council

      Chairman Endowment Fund Chairman

      Regional Councillor

      OUI CARE OUI CARE

      Barnes SAS, Paris Résidence & Club and Barnes Support Services

      Région Nouvelle Aquitaine

      Mrs Irit Hillel

      Board Observer Board Observer Board Observer Board Member

      Deep Instinct Twine Solutions Copprint Radcom

      Mr Didier Crespel

      Lead director

      Ubisoft (listed company)

      General Management

      Nature

      Company

      Mr Fabrice Larue

      Joint Chairman

      Chief Executive Officer

      SARL FIVL

      PULLUP Digital

      Mr Geoffroy Sardin (Deputy Chief Executive Officer since 1st April 2025)

      Manager

      Groupement forestier de la Vielle Lande

  2. OPERATION OF THE BOARD OF DIRECTORS DURING THE PAST FINANCIAL YEAR

    During the financial year ended 31 March 2025, the Board of Directors met 15 times, with an average attendance rate of 94.3% (in person or by video or audio conference), on the understanding that represented members are not counted.

    The Board of Directors was able to assess its work since its creation during the meeting on 15 July 2025. The meeting resulted in the following observations and conclusions:

    • The Board recommended planning the annual calendar of Board meetings further in advance and providing members with the supporting documents for Board meetings as early as possible;

    • The Board recommended that continue to monitor the implementation of the management succession plan;

    • The Board recommended they have the benefit of discussions with the managers of the Company's subsidiaries in addition to discussions with the Company's management on certain operational topics.

  3. RELATED-PARTY AGREEMENTS

Related-party agreements approved in prior financial years which continued during the financial year ended 31 March 2025

The following agreements remained in effect during the past financial year:

  1. Agreement with FLCP & Associés, which indirectly holds more than 10% of voting rights in the Company.

    Signature date: 10 December 2020

    Nature: A service agreement was entered into on 10 December 2020 between the Company and FLCP & Associés following authorisation by the Company's Supervisory Board.

    Object: The purpose of the agreement is to provide advice in the matter of external growth and strategy relating to M&A; FLCP & Associés acts as a technical consultant to the Company for M&A matters to assist the company in developing and applying the external growth strategy and financing with support throughout the acquisition process.

    The services are mainly provided by three people, a Managing Director, a Deputy Managing Director in charge of M&A and an Investment Director. All three have between 10 and 27 years' experience in M&A and fundraising in France and internationally.

    Amounts recorded in the financial year ended 31 March 2025: €543,360 excl. VAT, with the following breakdown:

    • €500,000 excl. VAT as fixed remuneration;

    • €33,433 excl. VAT for success fees;

    • €9,927 excl. VAT for re-invoicing of costs.

Under an amendment that came into force on 1st April 2024, the fixed part of the remuneration for the agreement was increased from €250,000 excl. VAT per year to €500,000 excl. VAT per year with effect from 1st April 2024.

Please refer to the section on regulated agreements approved during the year ended 31 March 2025, which covers in particular this amendment.

Related-party agreements approved in prior financial years which continued during the financial year ended 31 March 2025

  1. Amendment to the agreement with FLCP & Associés, an indirect shareholder with over 10% of the voting rights in the Company.

    Following authorisation by the Board of Directors at its meeting on 14 March 2024, an amendment to the service agreement of 10 December 2020 with FLCP & Associés (mentioned and explained above) was entered into on 18 April 2024, in order to increase the fixed annual remuneration from €250,000 excl. VAT to €500,000 excl. VAT, it being specified that this amendment came into force with retroactive effect from 1st April 2024. This amendment only covers the fixed part of the annual remuneration. The expected success fees of 0.3% to 0.5% were not changed. Mr Fabrice Larue, FLCP & Associés, FLCP & Associés Invest and Neology Holding did not take part in the discussion or the vote.

    The fixed part of the annual remuneration, relating to the Company's assistance services (definition of its external growth strategy, analysis and monitoring of this strategy, as well as target screening and analysis of the external growth projects examined) remains payable to FLCP & Associés, even in the absence of an external growth transaction, insofar as FLCP & Associés carries out work on projects, most of which are not completed.

    In view of the actual services provided, the time spent by the FLCP & Associés teams and the seniority of the FLCP & Associés teams made available, the Company's Board of Directors considered that this agreement and its amendment were in the Company's best interests and entered into under normal conditions. Since the agreement was set up, the Company has made 9 acquisitions, including 3 abroad, with the assistance of FLCP & Associés.

    The increase in fixed annual remuneration is justified by the strengthening of the human resources made available by FLCP & Associés under this agreement (recruitment and secondment of an experienced Investment Director from May 2022) and, all other things being equal, by the increase in the time allocated by the teams in place at FLCP & Associés to the performance of this agreement, taking into account the Company's requests and needs.

  2. Non-compete agreement between the Company and Mr Geoffroy Sardin, corporate officer of the Company.

    Date of authorisation by the Board and conclusion: 6 March 2025 (with an effective date of 1st April 2025, when Mr Geoffroy Sardin effectively takes up his duties as Deputy Chief Executive Officer).

    Nature of the agreement and party to the agreement: Non-compete agreement between the Company and Mr Geoffroy Sardin, corporate officer of the Company.

    Object: In view of the duties performed by Mr Geoffroy Sardin within the Company, in particular relations he maintains with its business partners, his access to confidential and sensitive information and his knowledge of the Group's organisation and the technical and financial resources deployed, and to ensure the legitimate protection of the Company's interests, Mr Geoffroy Sardin has undertaken, for as long as he performs operational duties within the Company, and for a period of eighteen (18) months from the date on which he ceases his duties as Chief Executive Officer of the Company, to refrain from, in the regions of one or more of the following countries: France (including overseas territories), UK and USA:

    • taking an interest, in any capacity whatsoever, directly or indirectly, particularly as an employee, corporate officer, adviser, consultant or other, remunerated or not, in any company, undertaking or grouping that is involved in activities or markets products or services that compete with the Company's business;

    • contacting or having any professional relations in the context of Competitive Activity with customers or suppliers of the Company and/or any of the companies in the Group or its subsidiaries;

    • communicating with third parties or using any information or knowledge whatsoever, including that of a technical, commercial, financial or other nature, of which he may have become aware during the period in which he was performing his duties or was a shareholder, with the exception of information or knowledge that would be in the public domain at the end of the contract;

    • holding (directly or indirectly, except through a private equity fund in which the Corporate Officer does not exercise any function whatsoever) an interest in a company carrying on a business in competition with the Company or its subsidiaries in one of the three regions referred to above. Exception: the Corporate Officer shall be authorised to hold shares in a listed company engaged in a competing activity if this holding is the result of a management mandate entirely delegated to a third party (banker, asset manager, etc.) and provided that the share held (directly or indirectly) by the Corporate Officer does not exceed 3% of the capital of said listed company.

As financial compensation for this non-compete clause, the Corporate Officer will receive each month, for the period during which the clause effectively applies, a gross monthly sum equal to 70% of the average total gross monthly remuneration (excluding benefits in kind and reimbursement of expenses) paid to him by the Company during the last twelve (12) months prior to the termination of his duties as Corporate Officer. The total gross remuneration taken into account for calculating this average is that received during the last 12 sliding months prior to the end of his term of office, as an employee of the Company (until 31 March 2025) or as a corporate officer (from 1st April 2025).

This commitment, where applicable, would take effect in the Company's financial statements in the event of the termination of Mr Geoffroy Sardin's duties as Deputy Chief Executive Officer of the Company.

Amount recorded in the financial year ended 31 March 2025: €0.

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