tonies SE Société Européenne
FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2025
AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Registered office: 9, Rue de Bitbourg L-1273 Luxembourg
R.C.S. Luxembourg: B252939
Table of Contents
Management Report 2
Corporate governance statement. 6
Report of the Réviseur d'Entreprises agréé 7
Balance sheet 12
Profit and loss account. 18
Notes to the financial statements for the year ended 31 December 2025 20
tonies SE
Luxembourg Management Report for the year ended 31 December 2025Basic information on the Company
tonies SE (the "Company" or "tonies") was a special purpose vehicle that was incorporated on 18 March 2021 and registered with the Luxembourg Trade and Companies Register under the number B252939 on 29 March 2021. Since 30 April 2021 it has been listed on Frankfurt Stock Exchange under the symbol "TNIE" and ISIN LU2333563281.
Review and development of the Company's business, finance performance and financial position
The Company heads the tonies group (the "Group"). It is a holding entity and does not have active operational activities for the year ended 31 December 2025. During the year, the Group raised additional financing for the tonies group to support its growth and expansion phase.
Financial performance highlights:
The Company incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance) and capital raising activities.
The loss of the Company for the year ended 31 December 2025 is EUR 3.052.645,38 mainly due to the normal course of the operating activity.
Financial position highlights:
As at 31 December 2025, the Company has EUR 110.462,19 cash at bank. The main assets of the Company are the investments in affiliated undertakings amounting to EUR 963.205.398,77. The Company also has convertible notes with a principal amount of EUR 10.000.000,00 and provisions for certain employee benefits.
Financial statements of the Company
The financial statements of the Company are shown on page 12 to page 38. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting.
The financial statements have been approved by the management board on 30 March 2026.
It is proposed that the loss for the year ended 31 December 2025 to be allocated to profit and loss brought forward at 1 January 2026.
Financial and non-financial risk, risk management, internal control and corporate governance
The Company's approach to risk management, internal control and corporate governance is consistent with that applied to affiliates in the Group and are detailed in the Group Management Report section 1.2 Capital markets, governance and takeover law and section 6 Risk and opportunities report. Non-financial information required by regulation is provided below.
No risks were identified that could jeopardize the Company as a going concern in the 12 months period after issuing this report. The below summarizes and sets out the most important risks.
Macroeconomic and geopolitical risks:
The current macroeconomic situation remains challenging particularly due to ongoing effects from the war in Ukraine and the aggravated situation in the Middle East conflict. The consequences include the limited availability of raw materials, the delay of goods and increased freight costs. The geopolitical, and domestic political uncertainties for companies and consumers remain high and are likely to dampen the propensity to invest and consume.
Management implemented constant monitoring and prudent corporate management as fundamental measures. Ongoing cost and efficiency management is important part of corporate management, which will be pursued even more intensively in view of these framework conditions. Management is monitoring the situation closely and prepared to respond flexibly depending on what the situation requires.
Compliance:
Designated compliance areas have been identified as part of an initial compliance risk analysis. These areas are associated with significant compliance risks. This means that a breach of the legal requirements within this area can lead to significant financial, reputational and/or other damages for the Company.
Designated compliance areas are anti-corruption, anti-money laundering/combating the financing of terrorism, antitrust law, economics sanctions, data protection, human rights and capital markets compliance. As is often the case with compliance risks, management assessed the probability of occurrence as comparatively low. However, in the event of occurrence, the negative effect for the Company is likely to be high.
In the case of an event, immediate measures are taken. In addition, various measures have been established to reduce the overall risk. In order to identify whether the mitigating measures that have been already implemented are appropriate and effective, a compliance risk analysis is planned for 2026.
Solvency risks
There is a risk that additional financial resources in the form of equity or debt will be needed in the future. While there is no guarantee that such potentially needed funding activities are successful, the Company has a track record of securing additional funds if needed and is proactively addressing its liquidity planning well ahead of time.
Risks in relation to business, operations and the financial position.
As at the end of 31 December 2025, the Company has EUR 110.462,19 cash at bank. The Company has a net equity position of EUR 946.961.596,68 as of 31 December 2025. Current assets amount to EUR 712.141,37 and current liabilities amount to EUR 3.289.601,46. While current liabilities exceed current assets at year-end, the Company's liquidity position is supported by an existing loan agreement with tonies GmbH. Subsequent to year-end this loan facility has been extended until 2028 and increased to EUR 10 million, providing sufficient liquidity to meet the Company's obligations as they fall due.
The Management Board believes that the funds available to the Company are sufficient to pay costs and expenses incurred by the Company.
Research and development
The Company did not have any activities in the field of research and development during the financial year ended 31 December 2025.
Branches
The Company does not have any branches as at 31 December 2025.
Transaction in own shares
On February 2025, the Company disposed through private placements 161.860 class A shares held in treasury at a price of EUR 6,10 per share.
On 4 September 2025, the Company disposed of 75.000 Class A treasury shares at a price of EUR 7,28 per share. On 5 September 2025, the Company disposed of an additional 54.160 Class A treasury shares at EUR 7,25 per share.
These transactions resulted in a total gain of EUR 2.125.015,78 and bank commissions including bank charges of EUR 51.084,91.
During the year ended 31 December 2025, 28.273 Class A treasury shares have been transferred to an employee benefit plan participant instead of a cash payment.
The Company holds 12.446.839 class A shares of the Company in treasury as at 31 December 2025 (2024: 12.766.132).
Outlook
The Company, through its subsidiaries, anticipates a very positive business performance in 2026 that is shaped by ongoing significant growth, assuming that there will be no further material deterioration of consumer sentiment in 2026.
tonies expects Group revenue growth in 2026 of more than 20% in constant currency compared to last year's figure of EUR 630 million to more than EUR 760 million and revenue growth in North America of more than 30% in constant currency.
The revenue guidance is based on an assumed EUR/USD exchange rate of USD 1.20. This significant further increase in revenue is expected to be primarily attributable to premium IP launches coupled with continued growth across all markets.
tonies also anticipates a further step-up in profitability in 2026 and expects the adjusted EBITDA margin in the 9 to 11 percent range, compared to + 8.6% in 2025. The increase will be achieved through a continuous improvement in contribution margin from a range of factors, including faster revenue growth of higher margin products.
Events after the end of the reporting period
Please see Note 19 in the notes to the financial statements for information on events after the end of the 2025 financial year that have a material impact on the future financial position and performance of the Company.
Luxembourg, 30 March 2026 tonies SE
Tobias Wann Managing Director
Hansjorg Muller Managing Director
Virginia McCormick Managing Director
Christoph Frehsee Managing Director
Corporate Governance Statement by the Management Board for the year ended 31 December 2025
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any lime and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited financial statements for the year ended 31 December 2025, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the year then ended.
In addition, Management's report includes a fair review of the development and performance of the Company's operations during the year and of business risks, where appropriate, faced by the Company, as well as other information required by the Article 68ter of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.
Luxembourg, 30 March 2026 tonies SE
Tobias Wann Managing Director
Hansjorg Muller Managing Director
Virginia McCormick Managing Director
Christoph Frehsee Managing Director
m'atOzTaVv/sS
5, rue Guillaume J. Kroll L-1882 Luxembourg
Luxembourg Tel +352 27 114 1
forvismazars.com/Iu
To the Shareholders of tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
R.C.S. Luxembourg B 252.939
REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of tonies SE (the "Company"), which comprise the balance sheet as of 31 December 2025, and the profit and loss account for the year then, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of 31 December 2025, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "réviseur d'entreprises agréé" for the Audit of the Financial Statements » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Société Anonyme - ROS Luxembourg B159962 - TVA irrbacommuneutaire : LU2466M34 7
Autorisation Miristérielte R'i 00624 99
fo/'v/s
mazavs
Key audit matter: | Impairment of Investments in Affiliated Undertakings |
Description of key audit matter: | tonies SE, as ultimate parent of the tonies group, holds shares in affiliated undertaking tonies Holding GmbH amounting to an aggregate amount of EUR 963 million as of 31 December 2025 as disclosed in Note 3 of the financial statements. As stated in Note 2.2.2 to the financial statements, value adjustments are made in respect of financial assets so that these are valued at the lower amount to be attributed at the balance sheet date with any resulting impairments reflected in the profit and loss account in the relevant period. If an impairment indicator is identified, the estimated recoverable amount of the shares is determined. The estimated recoverable amount is calculated as the higher of the value-in-use or fair value less costs to sell. The key factors used by management in determining the estimated recoverable amount are:
The outcome of the impairment review could vary significantly if different assumptions were applied in the valuation model. The impairment of shares in affiliated undertakings is considered a key audit matter due to the significant judgment involved in assessing their recoverable amounts. |
Our response: | Our audit procedures in relation to the valuation of the shares in affiliated undertakings included the following, among others: We assessed management's impairment testing by obtaining the supporting model and assessing the methodology and key assumptions used:
We compared the carrying amount of the shares to their recoverable amount in order to assess whether an impairment exists. We assessed the completeness and appropriateness of the disclosures in Note 2.2.2 and Note 3 of the financial statements. |
1oz'v/s
mazavs
Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the management report from page 2 to 5 and the Corporate Governance Statement on page 6 but does not include the financial statements and our report of the "réviseur d'entreprises agréé" thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.
Responsibilities of the Management Board and Those Charged with Governance for the Financial Statements
The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Management Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The Management Board is also responsible for presenting and marking up the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").
In preparing the financial statements, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the "réviseur d'entreprises agréé" for the Audit of the Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
1oz'v/s
mazavs
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board.
Conclude on the appropriateness of Management Board use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as "Réviseur d'Entreprises Agréé" by the Annual General Meeting of the Shareholders on 28 May 2025 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 5 years.
The management report on pages 2 to 5 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
The accompanying Corporate Governance Statement is presented on page 6. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the financial statements of the Company as of 31 December 2025 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements.
For the Company, it relates to financial statements prepared in valid xHTML format.
In our opinion, the financial statements of the Company as of 31 December 2025, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
1oz'v/smazavs
We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 9 April 2026
For Forvis Mazars, Cabinet de révision agréé 5, rue Guillaume J. Kroll
L-1882 Luxembourg
S igned by:
Houssem DOM Réviseur d'entreprises agréé
RCSL Nr. : B252939 IMatricule: 20218400052
Annual Accounts Helpdesk Tel. :(+352)247 88 494
Email : centralebilans@statec.etat.Iu
BALANCE SHEET
Financial year from 01/01/2025 to 31/12/2025 (in EUR )
tonies SE
9, Rue de Bitbourg L-1273 Luxembourg Luxembourg
ASSETS | |||||
A. Subscribed capital unpaid 1101 | Reference(s) | 101 | Current year | 102 | Previous year |
I. Subscribed capital not called 1103 | 103 | 104 | |||
II. Subscribed capital called but unpaid | 105 | 1£B | |||
B, Formation expenses 1107 | 107 | 108 | |||
C. Fixed assets 1109 | 109 | 963.205.398,77 | 110 | 963.205.398,77 | |
I. Intangible assets 1111 | 111 | 112 | |||
1. Costs of development | 113 | 114 | |||
2. Concessions, patents, licences, trade marks and similar rights and assets, if , | 115 | 116 | |||
they were a) acquired for valuable consideration and need not be shown under C.1.3 1117 | 117 | 118 | |||
b) created by the undertaking itself 1119 | 119 | 120 | |||
3. Goodwill, to the extent that it was acquired for valuable consideration 1121 | 121 | 122 | |||
4. Payments on account and intangible assets under development 1123 | 123 | 124 | |||
II. Tangible assets 1125 | 125 | 126 | |||
1. Land and buildings | 127 | 128 | |||
2. Plant and machinery | 129 | 130 | |||
1105
1113
1127
Other fixtures and fittings, tools and equipment
1129
1131
131
132
1133
133
134
1135
135
963.205.398,77 136
963 205.398,77
1137
137
963.205.398,77 138
963.205.398,77
Payments on account and tangible assets in the course of construction
Financial assets
Shares in affiliated undertakings 3
2. Loans to affiliated undertakings
1139
139
140
3. Participating interests
1141
141
142
4. Loans to undertakings with which the undertaking is linked by virtue of
1143
143
144
participating interests
5. Investments held as fixed assets
1145
145
146
6. Other loans
1147
147
148
1151
151
712.141,37
152
2.231.886,80
1153
153
154
Current assets
Stocks
1. Raw materials and consumables
1155
155
156
2. Work in progress
1157
157
158
3. Finished goods and goods for resale
1159
159
1€0
4. Payments on account
1161
161
162
II. Debtors
1163
163
357. 952,80
164
312.858,56
1. Trade debtors
1165
165
166
1167
167
168
1169
169
170
1171
171
243.291,22
172
303.000,96
1173
173
243.291,22
174
303.000,96
1175
175
176
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed by affiliated
undertakings 4
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed by undertakings with
which the undertaking is linked by virtue " of participating interests
becoming due and payable within one
177
178
year
becoming due and payable after more
1179
179
180
than one year
1181
181 182
Other debtors
1183 4
183
114.661,58 184
9.857,60
becoming due and payable within one year
becoming due and payable after more
1185
185
114.661,58 186
9.857,60
than one year
1187
187 188
III. Investments
1189
189
243.726,38
190
249.978,58
1. Shares in affiliated undertakings
1191
191
192
2. Own shares
1200
5
209
243.726,38
210
249. 978,58
3. Other investments
1195
195
1g5
1197
197
110.462,19
198
1.669.049,66
1199
100
2tD
453.269,03
TOTAL (ASSETS)
201
963.917.540 14
2o2
965.890.554,60
Cash at bank and in hand
Prepayments
CAPITAL, RESERVES AND LIABILITIES
Capital and reserves
Subscribed capital
1301
1303
Reference(s)
301
Current year
946.961.596,68
2.029.561,36
Previous year
950.014.242,06
2.029.561,36
Share premium account
Revaluation reserve
1305 @
1307
307
968.252.888,64 x
968.252.888,64
Reserves
Legal reserve
Reserve for own shares
Reserves provided for by the articles of association
Other reserves, including the fair value reserve
other available reserves
other non available reserves
Profit or loss brought forward
Profit or loss for the financial year
Interim dividends
Capital investment subsidies
Provisions
Provisions for pensions and similar obligations
Provisions for taxation
Other provisions
Creditors
Debenture loans
Convertible loans
becoming due and payable within one year
becoming due and payable after more than one year
Non convertible loans
becoming due and payable within one year
1311
311
312
1313
313
243.726,39
314
249. 978,58
1315
315
262.400,00
316
262.400,00
1429
9.777.523,61
,x
9.771.271,42
1431
431
77.523,61
432
71.271,42
1433
9.700.000, 00
,
9.700.000,00
1319
319
-30.551.857,94
x
-31.380.795,25
1321
321
-3.052.645,38
828. 937,31
1323
324
1325
1331
7
331
3.666.342,00
332
2.454.640,00
1333
1335
1337
«,
3.666.342, 00
2.454.640,00
1435
8
‹
13.289.601,46
‹x
13.421.672,54
1437
, ,
10.243.835,60
,
10.243.835,62
1439
x
10.243.835,60
,<
10.243.835,62
1441
441
243.835,60
442
243.835,62
1443
<
10.000.000, 00
,
10.000.000,00
1445
445
1447
447
1309 5, 6
10.283.650, 00
310
10.283.650,00
becoming due and payable after more than one year
Amounts owed to credit institutions
becoming due and payable within one
1449
1355
449
355
450
356
year
becoming due and payable after more than one year
Payments received on account of orders in
1357
1359
so far as they are not shown separately as deductions from stocks
becoming due and payable within one year
becoming due and payable after more than one year
Trade creditors
becoming due and payable within one year
becoming due and payable after more than one year
Bills of exchange payable
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed to affiliated undertakings
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests
becoming due and payable within one
1361
1363
1365
1367
x,
736.096,43
x‹
1.146.420,16
1369
g
736.096,43
s7o
1.146.420,16
1371
371
372
1373
373
1375
375
1377
377
1379
g
2.156. 178,98
s8o
1. 931.125,00
1381
381
2.156.178j 98
s82
181.125,00
1383
383
1.750.000,00
1385
385
8
8
361 362
ther creditors 1451 8 451 153.490,45 4s2 100.291,76
a) Tax authorities
1393
153.490,45
100.291,76
b) Social security authorities
1395
395
3g5
O
year
becoming due and payable after more than one year
1387 387
1389 389
Other creditors
becoming due and payable within one year
becoming due and payable after more than one year
Deferred income
1397
1399
1401 401 402
1403
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
‹ 963.917.540,14 <‹
965.890.554,60
RCSL Nr. : B252939 IMatricule: 20218400052
Annual Accounts Helpdesk Tel. :(+352)247 88 494
Email : centralebilans@statec.etat.Iu
PROFIT AND LOSS ACCOUNT
Financial year from 01/01/2025 to 31/12/2025 (in EUR )
tonies SE
9, Rue de Bitbourg L-1273 Luxembourg Luxembourg
Net turnover
Variation in stocks of finished goods and in work in progress
Work performed by the undertaking for its own purposes and capitalised
Other operating income
Raw materials and consumables and other external expenses
Raw materials and consumables
Other external expenses
Staff costs
Wages and salaries
Social security costs
relating to pensions
other social security costs
ference(s)
1703
1705
1713
9
713
714
864.024,06
1671
671
-2.461.837,21
‹<
-1.596.360,72
1€01
601
1€03
1 0
a
-2.461.837,21
‹
-1.596.360,72
1€05
1€07
607
1€09
610
1653
1701 701
Current year
Previous year
Other staff costs
Value adjustments
in respect of formation expenses and of tangible and intangible fixed assets
Income from participating interests
1715
715
716
a) derived from affiliated undertakings
1717
717
718
in respect of current assets Other operating expenses
1613
1657
1659
1661
1621 12
613
661
621
614
-2.090.603,72 ‹
-1.148.428,11
9.
b) other income from participating interests
10. Income from other investments and loans forming part of the fixed assets
1719
1721
719
721
2.125.015,78 ,
3.450.451,55
a) derived from affiliated undertakings | 1723 | 723 | 724 | |||
b) other income not included under a) | 1725 | 1 1 | ,a | 2.125.015,78 | ,x | 3.450.451,55 |
11. Other interest receivable and similar income | ,2, | 2.779,91 | , | 88,12 | ||
a) derived from affiliated undertakings | 1729 |
b) other interest and similar income
Share of profit or loss of undertakings accounted for under the equity method
Value adjustments in respect of financial assets and of investments held as current assets
Interest payable and similar expenses
1627
13
‹
-623.185,14
‹
-736.022,59
a) concerning affiliated undertakings
1629
-121.250, 00
-84.147,58
1731 | 731 | 2.779,91 | 7s2 | 88,12 | |
1663 | 663 |
1665 665
b) other interest and similar expenses | 1631 | 631 | -501. 935,14 | 6s2 | -651.875,01 |
15. Tax on profit or loss | 1635 | ||||
16. Profit or loss after taxation | 1667 | -3.047.830,38 | ‹e | 833.752,31 | |
17. Other taxes not shown under items 1 to 16 | 1637 | «, | -4.815,00 | ‹ | -4.815,00 |
18. Profit or loss for the financial year | 6gg | -3.052.645,38 | 67o | 828.937,31 |
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
General information
tonies SE (the "Company") was incorporated on 18 March 2021 (date of incorporation as per the deed of incorporation agreed between shareholders in front of the notary) in Luxembourg as a European company (Société Européenne or "SE") based on the laws of the Grand Duchy of Luxembourg ("Luxembourg") for an unlimited period of time. The Company was registered with the Luxembourg Trade and Company Register ("Registre de Commerce et des Sociétés", in abbreviated "RCS") under the number B252939 on 29 March 2021. The Company is a listed entity with its class A shares traded in the regulated market of the Frankfurt Stock Exchange under the symbol "TNIE" since 30 April 2021. Likewise, the Company's class A warrants are also traded on the open market of the Frankfurt Stock Exchange under the symbol "SPAW'. As at 31 December 2025, the Company has 6.400.000 class B warrants issued and outstanding that are not listed on a stock exchange. The 7.500.000 class B shares issued and outstanding as at 31 December 2021 that were not listed on a stock exchange were converted into class A shares at a ratio of one class B share for one class A share on 28 November 2022.
The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
The Company's purpose is the creation, holding, development and realization of a portfolio, consisting of interest and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, in particular in entities developing, producing and distributing high-quality electronic playback devices, whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of the entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes.
The Company's financial year runs from 1 January to 31 December.
The Company also prepares consolidated financial statements which are prepared under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Electronic Format regulation on the Company's website (https://tonies.com/}.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Summary of significant accounting policies
Basis of preparation
These financial statements have been prepared in conformity with applicable legal and statutory requirements in Luxembourg under the historical cost convention and on a going concern basis.
The accounting and valuation methods are determined and implemented by the Management Board, apart from the regulations of the law of 19 December 2002.
The preparation of these financial statements requires the use of certain critical accounting estimates.
It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the financial statements in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the financial statements therefore present fairly the financial position and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant Accounting Policies
The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these financial statements.
Foreign Currency Translation
The Company maintains its books and records in Euro ("EUR"). The balance sheet and the profit and loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Translation of foreign currency balances as at the balance sheet date
Financial assets denominated in currencies other than EUR are translated at the historical exchange rates;
Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate;
Debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and
Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange
rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless it arises from cash at bank and in hand.
Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower amount to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
Own shares
Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non-distributable reserve. Own shares are subsequently remeasured at the lower of cost or market value using the weighted average cost method. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.
Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption "Other creditors becoming due and payable within one year". The advance payments are shown in the assets of the balance sheet under the "Other debtors becoming due and payable within one year" item.
Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the related repayment premium is shown in the balance sheet as an asset and is amortized over the period of the related debt on a straight-line basis.
Expenses
Expenses are accounted for on an accrual basis.
Income tax
The Company is subject to income taxes in Luxembourg.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Warrants
The Company has issued class A warrants and class B warrants, which under Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements are recorded as equity. When such warrants are expected to be equity settled, the Company does not book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in Other non-available reserves (see Note 6), as the Company will not suffer any loss in relation to those warrants in the future.
Share-based payments
The Company has equity-settled and cash-settled share-based payment arrangements granted to the eligible employees of its affiliates.
For equity-settled share-based payments (Note 18), the Company records the transaction when the shares are issued to the employees and receives cash in exchange. The shares issued are treated as part of the capital and reserves of the Company.
For cash settled share-based payments (Note 7), the Company recognizes an expense with a corresponding increase in liabilities equivalent to the amount payable to employees in respect of share appreciation rights (SARs). An expense is recognized over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the SARs.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Financial assets
Movements in financial assets during the year are as follows:
Shares in affiliated Undertakings
EUR
Gross book value - opening balance Additions for the year
Transfer of participations
Gross book value - closing balance
Accumulated value adjustment - opening balance Allocation of value adjustments for the year Reversals of value adjustments for the year Accumulated value adjustment - closing balance
Net book value - opening balance Net book value - closing balance
963.205.398,77
963.205.398,77
963.205.398,77
963.205.398,77
Shares in affiliated undertakings in which the Company holds at least 20% share capital are as follows:
Net equity as at
Profit as at
Name of
Registered
Ownership °/»
Net book
Last balance
31/12/2025
31/12/2025
undertakings
office
/ Contribution
value
sheet date
EUR*
EUR"
EUR
tonies Holding GmbH
Dusseldorf, Germany
100%
963.205.398,77
31/12/2025
436.824.581,27
-520.418,53
* Unaudited standalone accounts
The Management Board notes that the fair market value is higher than the cost of the investment and therefore no adjustments in value of the financial assets have been recognized as at 31 December 2025.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Debtors
Debtors which are becoming due and payable within one year are composed of the following:
31/12/2025
EUR
31/12/2024
EUR
Amounts owed by affiliated undertakings
243.291,22
303.000,96
Other debtors
114.661,58
9.857,60
Total
357. 952,80
312.858,56
As at 31 December 2025, amounts owed by affiliated undertakings pertain to the expenses paid on behalf of tonies Holding GmbH.
Own shares
On 26 November 2021, the Company acquired 5.885 of its class A shares at EUR 10,00 per share as requested by the shareholders in connection with the tonies Business Combination.
On 9 December 2021, the Company acquired 16.400.000 of its class A shares at EUR 0,016 per share to be used in case of the exercise of the class A and B warrants or to cover other equity-linked instruments and share-based payment remuneration.
On February 2025, the Company disposed through private placements 161.860 class A shares held in treasury at a price of EUR 6,10 per share. On 4 September 2025, the Company disposed of 75.000 Class A treasury shares at a price of EUR 7,28 per share. On 5 September 2025 the Company disposed of an additional 54.160 Class A treasury shares at EUR 7,25 per share.
These transactions resulted in a total gain of EUR 2.125.015,78 and bank commissions including bank charges of EUR 51.084,91.
During the year ended 31 December 2025, 28.273 Class A treasury shares have been transferred to an employee benefit plan participant instead of a cash payment.
The weighted average cost of the Class A treasury shares remaining at balance sheet date amounts to EUR 0,01958.
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025
(Expressed in EUR)
No. of own shares
No. of own shares
2025
EUR
2024
EUR
Total
EUR
Opening balance
12.766.132,00
13.407.752,00
249. 978,58
Reissuance of treasury shares (Note 17)
-319.293,00
-641.620,00
-6.252,19
Ending balance
12.446.839,00
12.766.132,00
243.726,39
Docusign Envelope ID: EFCBBF69-4C5E-4267-BB05-A3F37EF0C071
Capital and reserves
Movements during the year are as follows:
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Reeervee
provided for by
Substribed capital | Share premium account | Reserve for own shares | the art/cies of association | Other available Othernon-available reserves reserves | Profit orloss for Profit or loss for brought forward the linancialyear | Total | |||
EUft | EUR | EUR | EUR | EUR | EUR | EUR | EUR | EUR | |
Opening balance | 2.029.561,36 | 968.252.888,64 | 249.978,58 | 262.400,00 | 71.271,42 | 9.700.000,00 | -31.380.795,25 | 828.937,31 | 950.014.242,06 |
Allocation of previous | 828.937,31 | -828.937,31 | |||||||
year's results Other movements• | -6.252,19 | 6.252,19 | |||||||
Results for the financial | -3.052.645,38 | -3.052.645,38 | |||||||
year | |||||||||
Closing balance | 2.029.561,36 | 968.252.888,64 | 243.726,39 | 262.400,00 | 77.523,61 | 9.700.000,00 | -30.551.857,94 | -3.052.645,38 | 9*6.961 596,68 |
28
Docusign Envelope ID: EFCBBF69-4C5E-4267-BB05-A3F37EF0C071
tonies SE
Notes to the financial statements for the year ended as at 31 December 2025 (Expressed in EUR)
Subscribed Capital and Share premium
Class B shares
As at 31 December 2021, the Company has 7.500.000 class B shares issued and outstanding which are not part of the private placement and are not listed on stock exchange.
On 28 November 2022, the business day following the anniversary of the business combination, the 7.500.000 class B shares were converted into class A shares at a ratio of one class B share for one class A share.
As at 31 December 2025, there were no Class B shares outstanding.
Class A shares
As at 31 December 2021, the Company had 107.347.586 class A shares issued and outstanding with a par value of EUR 0,016, and International Securities Identification number ("ISIN") LU2333563281.
In November 2022 (first closing on the 9th, second closing on the 29th), the Company issued 12.000.000 class A shares at EUR 5,00 per share with total proceeds of EUR 60.000.000,00. The proceeds were allocated to the subscribed capital in the amount of EUR 192.000,00 and to the share premium for EUR 59.808.000,00.
As at 31 December 2025, the subscribed capital of the Company amounts to EUR 2.029.561,36 (2024: EUR 2.029.561,36) represented by 126.847.586 class A shares without nominal value. The authorized capital, excluding the issued share capital, is set at EUR 10.033.894,64 consisting of EUR 627.118.414 class A shares without nominal value.
As at 31 December 2025, the share premium account amounts to EUR 968.252.888,64 (2024: EUR 968.252.888,64).
29