Tonies : Standalone Financial Statements 2025 (tonies SE Standalone Financial Statements 2025)

About this update from Tonies Se Class A

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 2025 Basic 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 ' a tO z T a V v / s S 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 future revenue and EBITDA assumptions taken from tonies group's most recent budgets (the "Plan"); the long-term growth rate used beyond the period covered by the Plan; the pre-tax discount rate applied to future cash flows. 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: future revenue and EBITDA forecasts - we assessed management's forecasts and tested the underlying values used in the calculations by comparing managements' forecasts to the latest budget; long-term growth rate - we compared the rates applied by management to available externally developed rates; pre-tax discount rates - we involved valuation specialists in our assessment of the appropriateness of discount rates used; net assets - we agreed the net assets to the financial records of the respective companies; and key inputs - we performed sensitivity analysis on the main assumptions of the model including but not limited to future revenue and EBITDA forecasts, long-term growth rate and pre-tax discount rates. 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/s mazavs 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 I Matricule: 20218400052 Annual Accounts Helpdesk Tel. :(+352)247 88 494 Email : [email protected] 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 I Matricule: 20218400052 Annual Accounts Helpdesk Tel. :(+352)247 88 494 Email : [email protected] 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 EU ft 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

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