Huuuge, Inc.

HUUUGE, Inc.

Separate Financial Statements

as at and for the year ended December 31, 2025

prepared in accordance with International Financial Reporting Standards

as adopted by the European Union

Table of contents

Company’s separate statement of comprehensive income

Company’s separate statement of ﬁnancial position

Company’s separate statement of changes in equity

Company’s separate statement of cash ﬂows

1. General information

2. Accounting policies

1) Basis for preparation of the ﬁnancial statements

2) Key judgements and estimates

3) Material accounting policies

4) Adoption of new and revised Standards

5) Determination of fair values

3. Revenue and dividend income

4. Segment information

5. Operating expenses

6. Finance income

7. Income tax

8. Investments in subsidiaries

9. Long-term investments

10. Financial risk management

11. Accounting classiﬁcations of ﬁnancial instruments and fair values

12. Trade and other receivables

13. Cash and cash equivalents

14. Share capital

15. Share-based payment arrangements

16. Trade and other payables

17. Contingencies

18. Pledges and collaterals

19. Related party transactions

20. Transactions with management of the Company

21. Audit fees

22. Employment structure

23. Subsequent events

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Company’s separate statement of comprehensive income

Note

Year ended December 31, 2025

Year ended December 31, 2024

Revenue

977

934

Dividend income

84,000

100,822

Operating expenses

(5,338)

(4,084)

Revaluation losses on ﬁnancial instruments

(1,000)

(3,500)

Impairment losses on investments

(1,971)

Other operating income/(expense), net

(113)

(194)

Operating result

78,526

92,007

Finance income/(expense), net

3,500

3,931

Proﬁt/(loss) before tax

82,026

95,938

Income tax

(4,715)

(211)

Net result for the period

77,311

95,727

Other comprehensive income

Total comprehensive income for the year

77,311

95,727

The accompanying notes are an integral part of these separate ﬁnancial statements.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Company’s separate statement of ﬁnancial position

Note

As at December 31, 2025

As at December 31, 2024

Assets

Non-current assets

Investment in subsidiaries

30,381

28,995

Deferred tax asset

337

2,841

Long-term investments

500

Total non-current assets

30,718

32,336

Current assets

Trade and other receivables

2,633

911

Dividend receivable

44,864

Corporate income tax receivable

1,280

1,285

Loans granted

1,394

Cash and cash equivalents

74,231

71,441

Total current assets

79,538

118,501

Total assets

110,256

150,837

Equity

Share capital

Treasury shares

(15,180)

(15,720)

Other reserves

(43,464)

78,112

Employee beneﬁt reserve

31,618

29,234

Retained earnings/(Accumulated

losses)

133,536

56,225

Total equity

106,511

147,852

Current liabilities

Trade and other payables

2,210

1,285

Provisions

1,535

1,700

Total current liabilities

3,745

2,985

Total liabilities

3,745

2,985

Total equity and liabilities

110,256

150,837

The accompanying notes are an integral part of these separate ﬁnancial statements.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Company’s separate statement of changes in equity

Note

Share capital

Treasury shares

Other reserves

Employee beneﬁt

reserve

Retained earnings

Equity

As at January 1, 2025,

(15,720)

78,112

29,234

56,225

147,852

Net proﬁt/(loss) for the year

77,311

Total comprehensive income for

the year

77,311

Exercise of stock options

14,15

0**

540

(398)

142

Employee share schemes -

value of employee services

2,384

Transaction costs related to

SBB program*

(1,179)

Repurchase of common shares

under Share Buyback Scheme

("SBB")

0**

(119,999)

Retirement of shares

purchased during the Share

Buyback Scheme ("SBB")

121,178

(121,178)

As of December 31, 2025

(15,180)

(43,464)

31,618

133,536

106,511

* Transaction costs related to the Share Buyback (“SBB”) program include directly attributable costs incurred before December 31, 2025, including excise tax on certain repurchases of shares by

corporations, recognized as a deduction from equity. The change of trade and other payables presented in the statement of ﬁnancial position as at December 31, 2025 does not equal the change in

the statement of cash ﬂows for the year ended December 31, 2025. The difference of USD 351 thousand is due to 728 thousand the transaction costs related to SBB, presented in the cash ﬂows

from ﬁnancing activities in the statement of cash ﬂows, which were not paid as at December 31, 2025 and USD 377 thousand to the transaction costs related to SBB 2024 which were paid in year

2025.

** 0 represents an amount less than USD 1 thousand.

The Company has renamed the equity component previously presented as “Supplementary capital” to “Other reserves” to better align with industry practice; this change represents a reclassiﬁcation

in name only and does not reﬂect any change in the nature, purpose, or valuation of the underlying category.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Note

Share capital

Treasury shares

Other reserves

Employee beneﬁt

reserve

Retained earnings/(ac

cumulated losses)

Equity

As of January 1, 2024

(16,652)

149,590

25,749

(39,502)

119,186

Net proﬁt/(loss) for the year

95,727

Total comprehensive income for

the year

95,727

Exercise of stock options

14,15

0**

932

(646)

286

Employee share schemes -

value of employee services

3,485

Repurchase of common shares

under Share Buyback Scheme

("SBB")

(0)**

(70,000)

Transaction costs related to

SBB program*

(832)

Retirement of shares

purchased during the Share

Buyback Scheme ("SBB")

70,832

(70,832)

As of December 31, 2024

(15,720)

78,112

29,234

56,225

147,852

* Transaction costs related to the Share Buyback (“SBB”) program include directly attributable costs incurred before December 31, 2024, including excise tax on certain repurchases of shares by

corporations, recognized as a deduction from equity. The change of trade and other payables presented in the statement of ﬁnancial position as at December 31, 2024 does not equal the change in

the statement of cash ﬂows for the year ended December 31, 2024. The difference of USD 377 thousand is due to the transaction costs related to SBB, presented in the cash ﬂows from ﬁnancing

activities in the statement of cash ﬂows, which were not paid as at December 31, 2024.

** (0) represents an amount less than USD 1 thousand.

in name only and does not reﬂect any change in the nature, purpose, or valuation of the underlying category.

The accompanying notes are an integral part of these separate ﬁnancial statements.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Company’s separate statement of cash ﬂows

Note

Year ended December

31, 2025

Year ended December

31, 2024

Cash ﬂows from operating activities

Proﬁt/(loss) before tax

82,026

95,938

Adjustments for:

Finance (income)/expense, net

(3,789)

(2,380)

Revaluation losses on ﬁnancial instruments

1,000

3,500

Impairment of assets and other adjustments

1,953

Share-based payments - ESOP recharge from subsidiaries

135

1,429

Non-cash employee beneﬁts expense - share-based payments

8,15

166

618

(Proﬁt)/loss on liquidation of investment

(113)

Changes in net working capital:

Trade and other receivables

(1,722)

1,050

Trade and other payables

904

(1,386)

Dividend receivables

42,664

(37,662)

Provisions

(165)

Other adjustments

Cash ﬂows from operating activities

121,119

63,060

Income tax paid

(18)

(681)

Net cash ﬂows from operating activities

121,101

62,379

Cash ﬂows from investing activities

Interest received

3,814

2,422

Loans granted

(1,359)

Long-term investments inﬂows

810

318

Long-term investments outﬂows

(500)

(4,000)

Net cash ﬂows from/(used in) investing activities

2,765

(1,260)

Cash ﬂows from ﬁnancing activities

Repurchase of own shares incl. transaction costs

(121,157)

(70,455)

Exercise of stock options

142

286

Net cash ﬂows from/(used in) ﬁnancing activities

(121,015)

(70,169)

Net increase/(decrease) in cash and cash equivalents

2,851

(9,050)

Effect of exchange rate ﬂuctuations and accrued interest

(61)

(41)

Cash and cash equivalents at the beginning of the year

71,441

80,532

Cash and cash equivalents at the end of the year

74,231

71,441

The accompanying notes are an integral part of these separate ﬁnancial statements.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Notes to the separate ﬁnancial

statements

1. General information

Huuuge Inc. (hereinafter the “Company”, the “Parent Company”) is a company registered in the United States of America. The

Company’s registered oﬃce is located in Dover, Delaware, 850 New Burton Road, Suite 201, DE 19904, and the operating oﬃce is

located in Las Vegas, Nevada, 2300 W. Sahara Ave., Suite #680, Mailbox #32, NV 89102.

The Company was established with a notary deed on February 11, 2015.

These separate ﬁnancial statements (hereinafter “ﬁnancial statements”) of the Company cover the year ended December 31,

2025 and includes comparative data for the year ended December 31, 2024. These ﬁnancial statements were approved on

March 19, 2026 by the Board of Directors.

The Company has an unlimited period of operation.

The core business activity of Huuuge Inc. is holding activity for the Huuuge Inc. Group (the “Group”), for which the Company is

the ultimate parent. The core business activities of the Group include:

●

development of mobile games in the free

to-play model,

●

distribution and user acquisition of proprietary mobile games.

The Company’s business activities are not subject to signiﬁcant seasonal or cyclical trends. The Group’s business activities are

characterized by low environmental impact. For more information on climate matters, please refer to the Annual report for the

twelve-month period ended December 31, 2025. There were no signiﬁcant risks identiﬁed related to climate change.

Identiﬁcation of consolidated ﬁnancial statements

The Company is the ultimate parent of the Huuuge Inc Group. The Company has prepared consolidated ﬁnancial statements for

the year ended December 31, 2025, which were approved on March 19, 2026 by the Board of Directors.

Composition of the Company’s Board of Directors as at December 31, 2025 and as at the date of signing of these separate

ﬁnancial statements

Directors have annual terms of duty and serve until the successors are duly elected. Preferred shareholders have the right to

appoint certain directors. Effective on April 18, 2025, Mr. Krzysztof Kaczmarczyk and Mr. Tom Jacobsson were re-elected as

independent non-executive directors. In connection with the election of members of the Board of Directors by the Annual

General Meeting, Mr. John Salter was elected to serve as the Series A Director for the next term, and Mr. Henric Suuronen and

Mr. Anton Gauﬃn to serve as the Series B Directors for the next term.

As at December 31, 2025, as well as at December 31, 2024 and as at the date of signing of these separate ﬁnancial statements,

the composition of the Company’s Board of Directors was the following:

●

Anton Gauﬃn, executive director, Executive Chairman of the Board,

●

Henric Suuronen, non-executive director,

●

Krzysztof Kaczmarczyk, non-executive director,

●

John Salter, non-executive director,

●

Tom Jacobsson, non-executive director.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Investments in subsidiaries

The Company has an interest in share capital of the following subsidiaries:

Name of entity

Registered seat

Activities

Company's share in capital

As at

December 31, 2025

As at

December 31, 2024

Huuuge Games Sp. z o.o.

Szczecin, Poland

games development and

operations

100%

Huuuge Global Ltd

Limassol, Cyprus

games distribution, user

acquisition

100%

Huuuge Publishing Ltd

(formerly Fun Monkey Ltd)

Limassol, Cyprus

games distribution

100%

Huuuge Block Ltd (formerly

Coffee Break Games Ltd) *

Limassol, Cyprus

dissolved

100%

Billionaire Games Limited

Limassol, Cyprus

games distribution

100%

Huuuge Digital Ltd

Tel Aviv, Israel

games development, R&D

100%

Playable Platform B.V. **

Amsterdam, Netherlands

dissolved

100%

Double Star Oy ***

Helsinki, Finland

dissolved

100%

Huuuge UK Ltd

London, United Kingdom

product management

100%

* Huuuge Block Ltd. has ceased its operations and the Board of Huuuge Block Ltd., ﬁled an application to strike off Huuuge

Block Ltd on December 4, 2024. On September 12, 2025, the company was dissolved and ceased to exist.

** On March 31, 2025, Playable Platform B.V. entered into voluntary liquidation proceedings. On December 24, 2025, the

company was dissolved and ceased to exist.

*** On March 24, 2025, Double Star Oy entered into voluntary liquidation proceedings. On December 23, 2025, the company was

dissolved and ceased to exist.

2. Accounting policies

Basis for preparation of the ﬁnancial statements

These ﬁnancial statements of the Company have been prepared in accordance with the International Financial Reporting

Standards as adopted by the European Union (“IFRS”) and constitute the Company’s separate ﬁnancial statement prepared in

order to meet the legal requirements imposed on issuers of the securities admitted to trading on regulated markets. The

Company has prepared the ﬁnancial statements on the basis that it will continue to operate as a going concern.

The Company is the parent entity of the Huuuge, Inc. Group. The annual consolidated ﬁnancial statements of the Group have

been prepared in accordance with the requirements of IFRS. In order to fully understand the ﬁnancial position and the results of

operations of the Company as the parent company in the Group, these ﬁnancial statements should be read together with the

annual consolidated ﬁnancial statements for the period ended on December 31, 2025. The consolidated ﬁnancial statements of

the Group are prepared and published at the same time as these separate ﬁnancial statements of the Company.

These ﬁnancial statements are prepared on the historical cost basis, except for ﬁnancial instruments measured at fair value

The functional currency of the Company and the presentation currency of these ﬁnancial statements is the US dollar (“USD”).

Key judgements and estimates

The preparation of ﬁnancial statements in accordance with IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expenses, and the accompanying disclosures, and the disclosure of contingent liabilities. Actual results may differ from those

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

estimated. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimates are revised and in any future periods affected.

In preparing these ﬁnancial statements, the signiﬁcant judgements and estimates made by management in applying the

Company’s accounting policies have been consistently applied by the Company and are consistent across the reported periods.

Model of revenue recognition

Agent vs principal considerations – transactions between the Company and Huuuge Global Limited

The Company purchases certain advertising services from third parties (mostly Platform providers such as Facebook), which

are subsequently recharged to Huuuge Global Ltd. The Company’s management has determined that in its relation to the

platforms, the Company acts as an agent on behalf of Huuuge Global Ltd.

In accordance with IFRS 15, when another party is involved in providing goods or services to a customer, the entity evaluates the

nature of its promise to the customer, whether the nature of the entity`s performance obligation is to provide the speciﬁed

goods or services to the customer itself (acting as a principal) or to arrange for them to be provided by another entity (acting as

an agent). In accordance with IFRS 15, the entity acts as the principal, if it obtains control of the speciﬁed good or service before

it is transferred to the customer, otherwise the entity acts as an agent arranging for the provision of the speciﬁed goods or

service for another entity`s customer. An agent recognizes revenue on a net basis corresponding to any fee or commission to

which it expects to be entitled in return for the arrangement of provision of goods or services by another entity.

The Company’s management assessed that, taking into account the IFRS 15 guidance, the nature of the Company’s

performance obligation is to arrange for the provision of advertising services by Platform providers such as Facebook for

Huuuge Global Ltd, and that the Company itself does not obtain control over the goods or services provided prior to its transfer

to the customer. The Company’s management therefore assessed that the Company acts as an agent to Huuuge Global Limited.

The conclusion that the Company acts as an agent is supported by the following factors: Platform providers (such as Facebook)

have the ultimate responsibility for fulﬁlling the services to Huuuge Global Ltd; the Company does not set the prices for the

advertising services and has no discretion to select the Platforms Platform providers have right to change these prices at any

time at their discretion.

Consequently, the Company presents revenues from those transactions on a net basis. Revenue from Huuuge Global Ltd for the

provision of these services was fully netted against the related costs in the statement of comprehensive income for the years

ended December 31, 2025, and December 31, 2024.

For details on the accounting policies related to the revenue recognition please refer to Note 2.3

Material accounting policies

point (b)

Revenue

Money market mutual funds

As part of its liquidity management, the Company engages in short-term deposits with various banks and overnight deposits in

money market mutual funds, prime market funds and bond funds. All institutions or banks must have a high level of

creditworthiness, meeting the investment grade criteria as indicated by Moody's ratings. The selected money market and prime

funds are open-ended mutual funds that invest in liquid, high-quality debt. This debt consists of government securities,

corporate notes, commercial paper, certiﬁcates of deposit, repurchase agreements, municipal securities, and bank obligations

(rated A3 to Aa2 by Moody's).

A key judgement in applying accounting policies refers to the classiﬁcation of investments in money market mutual funds as

“Cash and cash equivalents” and not as “Other ﬁnancial assets”. The units of the funds held by the Company are short-term,

highly liquid, readily convertible to known amounts of cash and are subject to an insigniﬁcant risk of future changes in value,

thus they meet the critical criteria indicated in IAS 7

Statement of Cash Flows

and have been considered in substance as cash

equivalents held for the purpose of meeting short-term cash commitments.

Investments in these money market funds have a determinable market value and they are puttable, with a short notice period.

The Company can dispose of the investments in funds at its discretion at any time (same-day access), funds are not closed to a

selected group of participants. They are convertible into cash and the cash amount to be received on redemption is known at

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

the time of the investment because at the time of the initial investment, the risk of changes in value is insigniﬁcant. The volatility

of changes in fair value, speciﬁcally by the level of diversiﬁcation of the portfolio and its weighted average life of the underlying

assets. The exposure to benchmark interest rate risk is also assessed to be low because of the short period of time until the

next repricing of the assets held by the fund. These facts support the view that the investment is liquid.

In addition, the Company considered the assets held by the fund to establish whether substantially all of its investments qualify

individually as cash and cash equivalents. The consideration referred to all potential investments allowed by the investment

rules set for the fund, and not only the assets that the fund holds as of the evaluation date. It was assessed that in general the

investments’ maturity is less than three months and thus, investments qualify individually as cash and cash equivalents.

Due to the above, in the management’s opinion, the Company’s investments in money market funds have the attributes to be

considered cash equivalents. This analysis is performed at each reporting period. For details on the funds and their credit

ratings please refer to Note 10

Financial risk management

, point (b)

Credit risk

. For carrying amounts as at December 31, 2025

and December 31, 2024 please refer to Note 13

Cash and cash equivalents

Estimation uncertainty

The assumptions made about the future and the major sources of estimation uncertainty refer to the following areas:

Deferred tax assets and liabilities, in particular the realizability of deferred tax assets

In order to determine deferred tax assets and deferred tax liabilities the management is required to make estimates and

judgments regarding their valuation and recoverability. A signiﬁcant management estimate is required to determine the amount

of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable proﬁts, together with

future tax planning strategies. The process includes an evaluation of the tax results of the Company, under the consideration of

local tax laws and regulations, an assessment of the actual tax exposure and of temporary differences as well as assessment of

the likelihood that deferred tax assets can be utilized in future periods through generation of taxable proﬁts.

The recognition of a deferred tax asset is based on the assumption that it will be recoverable against future taxable income.

Should tax results deteriorate in the future, this assumption may no longer be justiﬁed, and the carrying amount of the asset

would be reduced accordingly. When accounting for transactions, the Company takes into account uncertainties as to whether

its treatment will be accepted by the tax authorities. Estimates used for the recognition of deferred tax assets are reviewed at

each reporting date and updated to reﬂect current factors such as enacted tax rates and the latest expected future tax results of

the Company.

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of

investments in subsidiaries as the Company is able to control the timing of the reversal of the temporary differences and in the

management’s assessment it is probable that the differences will not reverse in the foreseeable future.

For more details on deferred tax assets and liabilities please refer to Note 2.3

Material accounting policies

, point (c)

Income tax

and to Note 7

Income tax

Provisions and contingent liabilities

Determination of provisions and contingent liabilities is based on management’s assessment of the probability of the outﬂow of

resources embodying economic beneﬁts, according to guidelines included in IAS 37

Provisions, Contingent Liabilities and

Contingent Assets

Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the

reporting period and are discounted to present value where the effect is material.

The Company has become involved in several pending litigations. In each instance, the Management considered the potential

outcome of the matter and assessed its impact on these ﬁnancial statements, including deliberation on whether provisions

should be recognized and, if so, the appropriate quantiﬁcation thereof. For more details on the Company's litigations please

refer to Note 17

Contingencies.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Material accounting policies

The accounting policies applied by the Company in these ﬁnancial statements have been consistently applied by the Company

and are consistent across the reported periods, unless indicated otherwise.

Foreign currency transactions – transactions and balances

Transactions in foreign currencies are translated into USD (which is the functional currency of the Company and the

presentation currency of these ﬁnancial statements) at exchange rates effective on the days of the transactions. Monetary

assets and liabilities denominated in foreign currencies are translated into USD at the closing exchange rates at the reporting

date. The foreign exchange rate differences arising on translation of transactions denominated in foreign currencies are

recognized in the proﬁt or loss in the statement of comprehensive income.

Non-monetary assets and liabilities that are measured at historical cost in foreign currency are translated using the exchange

rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are measured at

fair value are translated at the exchange rates at the date the fair value was determined. Translation differences on assets and

liabilities carried at fair value are reported as part of the fair value gain or loss.

Revenue

The Company’s revenue is generated by services provided to the other entities in the Group and dividend income. The

Company’s revenue generated by services comprises revenues from advertisement services, game design development

services, and stewardship activities. The Company recognizes dividend income from its subsidiaries based on the amount of

dividends declared.

Advertisement services

The Company purchases certain advertisement services from third parties (mostly Platform providers such as Facebook), which

are subsequently recharged to Huuuge Global Ltd. The Company’s management has determined that in its relation to the

platforms the Company acts as an agent on behalf of Huuuge Global Ltd. Further information on the judgment in this respect is

presented in Note 2.2

Key judgements and estimates – Model of revenue recognition.

The Company’s management identiﬁed one performance obligation which is advertisement services in gaming applications.

Revenue is recognized over time, in the period in which services are provided.

Stewardship activities, and game design development services

Under each of these revenue streams, The Company’s management identiﬁed one performance obligation. Revenue is

recognized over time, in the period in which services are provided. For stewardship activities and game design development

services, the Company has a right to consideration in an amount that corresponds directly with the value to the customer of the

entity’s performance completed to date.

Management assesses that the Company does not have any contracts where the period between the transfer of the promised

goods or services to the customer and payment by the customer exceeds one year. As a result, the Group does not adjust any of

the transaction prices for the time value of money (the signiﬁcant ﬁnancing component). A receivable is recognized when the

consideration is unconditional because only the passage of time is required before the payment is due. Revenue is collected not

directly from end-users but via distribution platforms that charge their commission for the service.

In relation to these services, the Company’s management has determined that the Company acts as the principal as it controls

the speciﬁed goods or services before it is transferred to the customer. In such circumstances, the Company recognizes

revenue in the amount of gross remuneration to which it expects to be entitled in exchange for the goods or services

transferred.

Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in proﬁt or loss except to

the extent that they relate to a business combination, or items are recognized directly in equity or in other comprehensive

income.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or

substantively enacted at the reporting date, including any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the ﬁnancial statements. Deferred tax is not recognized for temporary differences arising on the initial

recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor

taxable proﬁt or loss. Deferred tax liabilities and assets are not recognized for temporary differences between the carrying

amount and tax bases of investments in subsidiaries where the company is able to control the timing of the reversal of the

temporary differences and it is probable that the differences will not reverse in the foreseeable future. In addition, deferred tax is

not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the

tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been

enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and

they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, that intend to

settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Huuuge, Inc. is subject to U.S. tax regulations on the global intangible low-taxed income (GILTI) that are applicable to U.S.

taxpayers since 2017. The GILTI is a category of income that is earned abroad by U.S.-controlled foreign corporations from

easily movable intangible assets, such as IP rights, and this income is subject to special tax treatment under the U.S. tax code.

The Company applies the accounting policy to treat U.S. taxes due in relation to GILTI as a current-period expense when

incurred. Therefore, the Company does not record the deferred taxes for basis differences expected to reverse as GILTI in future

periods.

In addition, starting from 2022, in the United States, Tax Cuts and Jobs Act requires capitalization and amortization of research

& development expenses for U.S. federal income tax purposes. As the Company does not capitalize any research or

development expenditures for the accounting purposes, this may give rise to the deductible temporary differences related to the

R&D expenses. As Huuuge Inc. does not carry out any R&D operations in the US, the deductible temporary differences do not

arise locally, and no deferred tax asset is recognized.

However, the tax capitalization rules apply also to R&D expenses incurred in the foreign operations when the income is being

computed or reported on a U.S. tax basis. The deferral of R&D expenses for tax purposes affects the computation of GILTI that

is accounted for in accordance with the accounting policy indicated above.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is

probable that future taxable proﬁts will be available against which they can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent it is no longer probable that the related tax

beneﬁt will be realized.

Shares in subsidiaries, associates and joint ventures

Shares in subsidiaries, associates and joint ventures not classiﬁed as held for sale in accordance with IFRS 5, are measured at

historical cost in accordance with IAS 27 reduced by impairment losses, if any arise in accordance with IAS 36. The impairment

test is carried out if there are any indications of impairment. The amount of the impairment loss is assessed by comparing the

carrying amount to the higher of fair value less costs to sell and value in use. Usually, transaction costs related to acquisition of

shares in subsidiaries increase the costs (the carrying amount) of the investment.

Subsidiaries are entities controlled by the Company.

The Company controls an entity when it:

●

has power to direct the relevant activities of the investees that signiﬁcantly affect their returns,

●

has exposure, or rights, to variable returns from its involvement with the investees,

●

has the ability to use its power over the investees to affect the amount of the investor’s returns.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

The Company veriﬁes if it has control over entities, if an event results in a change to one or more of the control conditions listed

above.

The Company does not have any associates or/and joint ventures.

Financial instruments

The Company recognizes non-derivative ﬁnancial instruments such as, trade and other receivables, cash and cash equivalents

(including investments in mutual funds), trade and other payables, granted loans (ﬁnancing of user acquisition costs) and

investments in equity shares as well as the derivative ﬁnancial instruments such as call options.

Financial assets are initially recognized at fair value plus transaction costs directly attributable to the acquisition of the ﬁnancial

asset, except for ﬁnancial assets measured at fair value through proﬁt or loss (“FVPL”), where transaction costs are expensed

as incurred.

The Company classiﬁes its ﬁnancial assets based on the business model for managing the assets and the characteristics of

their contractual cash ﬂows. Debt instruments held for the collection of contractual cash ﬂows that meet the “solely payments

of principal and interest” (SPPI) test are measured at amortized cost. Interest income on these assets is recognized using the

effective interest rate method and presented within ﬁnance income. Gains and losses arising from derecognition are recorded

directly in proﬁt or loss. Financial assets that do not meet the criteria for amortized cost are classiﬁed and measured at FVPL.

This category includes derivatives (such as call options), loans granted and investments in equity shares as their contractual

cash ﬂows do not represent solely payments of principal and interest.

Management assesses the Company’s expected credit losses (“ECLs”) associated with debt instruments measured at

amortized cost, regardless of whether or not there has been any indication of impairment. For trade receivables, the Company

applies the simpliﬁed approach permitted by IFRS 9. Please refer to Note 2.3

Material accounting policies

, point (f)

Impairment, (i)

Financial assets

below.

Impairment

(i)

Financial assets

Management assesses the Company’s expected credit losses (ECLs) associated with debt instruments measured at amortized

cost, regardless of whether or not there has been any indication of impairment.

For trade receivables, the Company applies the simpliﬁed approach and measures a loss allowance for expected credit losses at

an amount equal to lifetime expected credit losses. The Company uses its historical data on credit losses, adjusted where

necessary for impact of forward-looking information.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and highly liquid investments (including money market funds)

with maturities at initial recognition of three months or less.

The judgment relating to the classiﬁcation of the investments in money market funds as “cash and cash equivalents’ is

disclosed in Note 2.2

Key judgements and estimates – Money market mutual funds

Cash on bank accounts and investments in money market mutual funds meets the SPPI test and the business model test "held

to collect", therefore they are measured at amortized cost including an impairment loss determined in accordance with the

expected loss model described in Note 2.3

Material accounting policies

, point (f)

Impairment, (i) Financial assets

Trade and other receivables

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain signiﬁcant

ﬁnancing components when they are recognised at fair value. Subsequently, they are carried at amortized cost using the

effective interest method, less loss allowance. The loss allowance is determined according to the accounting policy presented

in Note 2.3

Material accounting policies

, point (f)

Impairment, (i) Financial assets

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Other receivables include tax receivables other than from corporate income taxes and advance payments for subscriptions.

Other receivables that are not ﬁnancial assets as at the end of the reporting period are measured at the amount due.

Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the ﬁnancial year which are

unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the

reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the

effective interest method.

The other payables comprise employees-related liabilities, tax other than income tax liabilities, and accrued expenses, which are

measured at the amount due.

Share capital and other components of the equity

Share capital is presented at the total nominal value of the registered shares of the Company.

As at December 31, 2025 and December 31, 2024 all ordinary shares and preferred shares (series A and B) are classiﬁed as

equity. Preferences attributable to series A and B of preferred shares are described in Note 14

Share capital

Incremental costs directly attributable to the issue of new shares are presented as the deduction of equity, i.e. other reserves.

Qualifying transaction costs incurred in anticipation of an issuance of equity instruments are also deducted from the equity, i.e.

other reserves. If the equity instruments are not subsequently issued, the transaction costs are recognized as an expense.

Any excess of the fair value of consideration received over the nominal value of shares issued is recorded as share premium in

equity, i.e. other reserves.

In the line “Treasury shares”, the Company presents the own shares repurchased, which are recognized at cost and are deducted

from equity. No gain or loss is recognized in proﬁt or loss on the purchase, sale, issue or cancellation of the Company shares.

Any difference between the carrying amount and the consideration, if reissued, is recognized in the other reserves. Incremental

costs directly attributable to the repurchase of own shares are presented as the deduction of equity, i.e. in the line “Treasury

shares”.

In accordance with Delaware General Corporation Law, the Company may declare and pay dividends upon the shares of its

capital stock either:

Out of its surplus, being the excess of its net assets over its capital (all or part of the consideration received by the

corporation in exchange for its capital stock, as determined by the Board of Directors); or

In case there shall be no such surplus, out of its net proﬁts for the ﬁscal year in which the dividend is declared and/or

the preceding ﬁscal year.

If the capital, as deﬁned above, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise,

to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes

having a preference upon the distribution of assets, the directors of such company shall not declare and pay out of such net

proﬁts any dividends upon any shares of any classes of its capital stock until the deﬁciency in the amount of capital represented

by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

Employee beneﬁts reserve results from the share-based payment arrangements and are described in detail in Note 2.3

Material

accounting policies

, (k)

Share-based payment arrangements

and Note 15

Share-based payment arrangements

. Employee beneﬁt

reserve is not transferred or reclassiﬁed within equity.

Share-based payment arrangements

The Company operates an award program under which the employees and contractors receive free share options entitling them

to purchase the shares in the Company. Such a program is a share-based payment program which is classiﬁed as equity settled

due to the fact that the Company does not have an obligation to settle award by delivering cash.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Equity-settled share-based payments to employees of the Company and its subsidiaries and others providing similar services

are measured at the fair value of the equity instruments at the grant date. The grant date fair value of the awards is determined

using a share option pricing model. Details regarding the determination of the fair value of equity-settled share-based

transactions are set out in Note 15

Share-based payment arrangements

Options with the same grant date but with different vesting periods are treated as separate awards with distinct vesting periods

(graded vesting).

The fair value determined at the grant date of the equity-settled share-based payments is expensed (options granted to

employees of the Company) or allocated to investments in subsidiaries (options granted to employees of the Company’s

subsidiaries) over the respective vesting period of each installment. The amount recognized as an expense or allocated to

investment in subsidiaries is adjusted to reﬂect the number of awards for which the related service and non-market

performance conditions are expected to be met. Consequently the amount ultimately recognized is based on the number of

awards that meet these conditions at the vesting date. At the end of each period, the Company revises its estimate of the

number of equity instruments expected to vest. The impact of any revision of the original estimates, if any, is recognized in proﬁt

or loss, or investment in subsidiaries immediately, with a corresponding adjustment to the equity-settled employee beneﬁt

reserve within equity.

IFRS 2

Share-based Payment

does not speciﬁcally address whether an increase in equity recognized in connection with a

share-based payment transaction should be presented in a separate component within equity or within retained earnings. Such

an increase is presented in the line “Employee beneﬁt reserve” in these ﬁnancial statements. The amounts remain in this reserve

and are not subsequently transferred or reclassiﬁed within equity.

Share - based payment transactions with non-employees

Share-based payment transactions with non-employees include the transactions in which non-employees provide services to the

Company in exchange for free share options which entitle them to purchase the shares in the Company.

In accordance with IFRS 2, the Company measures the services received, and the corresponding increase in equity, directly at

the fair value of the services received, unless that fair value cannot be estimated reliably. If the fair value of the services received

cannot be estimated reliably, the Company measures the expense, and the corresponding increase in equity, indirectly by

reference to the fair value of the equity instruments granted (indirect method).

Since services are received over a period of time, the fair value of the equity instruments granted should be measured at the

dates when the services are rendered. The Company measures the expense recognized in proﬁt or loss on a quarterly basis

using the average share price for the period, as management has determined that the changes in the share price over these

periods are not signiﬁcant and the average price serves as a reasonable proxy for fair value at the service dates.

The Company recognizes the expense charge in the Company’s separate statement of comprehensive income over the vesting

period during which the related services are provided with the corresponding increase in equity in the line “Employee beneﬁt

reserve”.

Other employee beneﬁts

Short-term employee beneﬁt obligations are measured on an undiscounted basis and are expensed as the related service is

provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or proﬁt-sharing plans if the

Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee,

and the obligation can be estimated reliably.

Provisions

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of the past event, it is

probable that an outﬂow of economic beneﬁts will be required to settle the obligation, and a reliable estimate can be made of

the amount. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the

end of the reporting period and are discounted to their present value where the effect of the time value of money is material. For

more details on the Company's litigations please refer to Note 17

Contingencies

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Finance income and expense

Foreign currency gains and losses are reported on a net basis as either ﬁnance income or ﬁnance expenses depending on

whether foreign currency movements are in a net gain or net loss position unless material, where separate presentation is

required.

Finance income comprises mainly interest income on funds invested. Interest income is recognized as it accrues in proﬁt or

loss, using the effective interest method.

Finance expenses comprise interest expenses from banks and leases.

Adoption of new and revised Standards

The EU IFRS include all International Accounting Standards, International Financial Reporting Standards and Interpretations as

approved by the European Union. As at the date of approving these ﬁnancial statements for publication, considering the pending

process of introducing IFRSs in the EU and the operations conducted by the Company, the EU IFRS applicable to these ﬁnancial

statements might differ from IFRS adopted by the International Accounting Standards Board.

In preparing these ﬁnancial statements the Company’s management has analyzed new Standards which have already been

adopted by the European Union and which should be applied for periods beginning on or after January 1, 2025.

New International Financial Reporting Standards and Interpretations published but not yet effective:

●

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture

(issued on September 11, 2014) – the endorsement process of these Amendments has been postponed by EU - the

effective date was deferred indeﬁnitely by International Accounting Standards Board;

●

IFRS 18: Presentation and disclosure in ﬁnancial statements (issued on April 9, 2024) – not yet endorsed by EU at the date

of approval of these separate ﬁnancial statements for issue – effective for ﬁnancial years beginning on or after January 1,

2027;

●

IFRS 19: Subsidiaries without Public Accountability: Disclosures (issued on May 9, 2024) – not yet endorsed by EU at the

date of approval of these separate ﬁnancial statements for issue – effective for ﬁnancial years beginning on or after

January 1, 2027;

●

Amendments to IFRS 9 and IFRS 7: Amendments to the Classiﬁcation and Measurement of Financial Instruments (issued

on May 30, 2024) – effective for ﬁnancial years beginning on or after January 1, 2026;

●

Annual Improvements Volume 11 (issued on July 18, 2024) – effective for ﬁnancial years beginning on or after January 1,

2026;

●

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

effective for ﬁnancial years beginning on or after January 1, 2026;

●

Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures (issued on August 21, 2025) – not yet

endorsed by EU at the date of approval of these separate ﬁnancial statements for issue– effective for ﬁnancial years

beginning on or after 1 January 2027;

●

Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinﬂationary Presentation

Currency (issued on November 13, 2025) – not yet endorsed by EU at the date of approval of these separate ﬁnancial

statements for issue– effective for ﬁnancial years beginning on or after January 1, 2027.

These standards and amendments are not expected to have a material impact on the Company in the current or future reporting

periods and on foreseeable future transactions.

New International Financial Reporting Standards and Interpretations effective for the ﬁrst time for ﬁnancial year 2025:

During the year 2025, the following IFRS and amendments to IFRS or interpretations entered into force:

●

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on August 15,

2023) - effective for ﬁnancial years beginning on or after January 1, 2025.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to

signiﬁcantly affect the current or future periods.

Determination of fair values

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both ﬁnancial and

non-ﬁnancial assets and liabilities. As at December 31, 2024 the Company recognized the fair value of investments in SAFE

agreements, call options recognized under investment agreements (for the details, please refer to Note 9 Long-term

investments). During the year 2025, the investments in SAFE agreements were converted into equity shares. Following this

conversion, the Company re-evaluated the fair value of these investments, which was determined to be zero as at December 31,

2025. For further details, please refer to Note 9 Long-term investments.

At each reporting date management analyzes movements in the values of assets and liabilities which are required to be

remeasured or reassessed as per the Company’s accounting policies.

Trade and other receivables measured at amortized cost

For trade and other receivables and deposits, the Company’s management considers their carrying amounts to be the best

estimates of fair values, due to the short-term nature and high liquidity of these instruments. This fair value is determined for

disclosure purposes.

Non-derivative ﬁnancial liabilities measured at amortized cost

For trade accounts payable, the Company’s management considers their carrying amounts to be a reasonable approximation of

their respective fair values, due to the short-term maturity of these instruments. Fair value of non-derivative ﬁnancial liabilities

other than trade accounts payable, is calculated based on the present value of future principal and interest cash ﬂows,

discounted at the market rate of interest at the reporting date.

3. Revenue and dividend income

The Company’s revenue is generated by services rendered to the other entities in the Group. The Company’s revenue comprises

revenues from stewardship activities as well as facilitating the advertisement services on behalf of Huuuge Global Ltd.. The

Company as an agent presents revenues from advertising services in net amounts, for further details on the judgment please

refer to Note 2.2

Key judgements and estimates - Model of revenue recognition.

During the year ended December 31, 2025 the Company’s revenues amounted to USD 977 thousand (from stewardship services)

and in the year ended December 31, 2024 - USD 934 thousand (USD 933 thousand from stewardship services and USD 1

thousand from game design services).

During the year ended December 31, 2025, the Company recognized dividend income in the amount of USD 84,000 thousand as

presented in the line “Dividend income” in the separate statement of comprehensive income (USD 100,822 thousand in the year

ended December 31, 2024).

The total dividend income for the year 2025 was recognized based on the following resolutions of:

●

Huuuge Games Sp. z o.o.: shareholders resolution dated June 30, 2025 (USD 26,000 thousand), shareholders resolution

dated December 2, 2025 (USD 18,000 thousand). The total amount of dividend decreased by the WHT tax was received in

the amount of USD 41,511 before December 31, 2025;

●

Huuuge Global Ltd: shareholders resolution dated December 8, 2025 (USD 12,026 thousand), shareholders resolution dated

December 8, 2025 (USD 27,974 thousand). The total dividend of USD 27,974 thousand was received on December 11, 2025,

the remaining dividend of USD 12,026 thousand was received on December 12, 2025.

4. Segment information

The Company uses the exemption with respect to the disclosures of segment information in accordance with IFRS 8.4,

therefore, the analysis of the activities of the Company's operating segments has been presented in the consolidated ﬁnancial

statements as at and for the year ended December 31, 2025.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

5. Operating expenses

For the years ended December 31, 2025 and December 31, 2024 operating expenses include:

Expenses by nature

Year ended December 31, 2025

Year ended December 31, 2024

Salaries and employee-related costs

904

1,392

Finance and legal services

1,282

1,851

Back oﬃce services

1,638

Share-based payment expense

1,210

619

Other costs

304

222

Total operating expenses

5,338

4,084

Back oﬃce services

In the year ended December 31, 2025, back oﬃce services in the amount of USD 1,638 thousand (no such services occurred in

the year ended December 31, 2024) mainly included strategic and growth-oriented expenses. Costs for these services were

initially incurred by various subsidiary entities within the Group and were subsequently recharged to the Company due to the fact

the whole Group is a beneﬁciary of the services.

6. Finance income

Year ended December 31, 2025

Year ended December 31, 2024

Interest earned from banks and Money Market

Funds

3,755

2,377

Interests on granted loans

Foreign exchange gains (loses), net

(290)

1,554

Total ﬁnance income

3,500

3,931

Finance income for the year ended December 31, 2025 amounted to USD 3,500 thousand, which comprises mainly interest from

banks on deposits and money market mutual fund investments, including interest accrued in the amount of USD 184 thousand.

Finance income for the year ended December 31, 2024 amounted to USD 3,931 thousand, which comprises mainly interest from

banks on deposits and money market mutual fund investments, including interest accrued in the amount of USD 244 thousand.

7. Income tax

As at December 31, 2025

As at December 31, 2024

Deferred tax assets

337

2,841

Deferred tax liabilities

Net deferred tax asset/(liability)

337

2,841

The change in deferred tax assets in the year ended December 31, 2025 is primarily attributable to the reversal of the DTA

recognized on withholding tax (WHT) related to the dividends received by Huuuge, Inc. from its subsidiaries.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Year ended December 31, 2025

Year ended December 31, 2024

Current income tax

2,211

2,813

Adjustments in respect of current income tax of

previous year

151

Change in deferred income tax

2,504

(2,753)

Income tax for the year

4,715

211

The tax on the Company’s proﬁt before tax differs from the theoretical amount that would arise using the statutory tax rate

applied to its proﬁt as follows:

Effective tax rate reconciliation

Year ended December 31, 2025

Year ended December 31, 2024

Proﬁt/(loss) before income tax

82,026

95,938

Statutory tax rate in the United States

21%

Theoretical tax expense/(beneﬁt) according to

current tax rate in the United States

17,225

20,147

Previously taxed earnings - dividend from subsidiary

(17,640)

(21,384)

Impairment Expenses

210

1,149

Tax impact of non-deductible costs – ESOP

130

GILTI* income net of FDII** deduction, net of foreign

tax credit

(609)

415

Tax impact of non-deductible costs – other

690

(358)

Correction of the current tax relating to previous

years

Deferred tax reversal prior years

2,584

WHT on current year dividends

2,200

State tax

Tax charge

4,715

211

Effective tax rate

* GILTI – Global Intangible Low-Taxed Income ** FDII – Foreign-Derived Intangible Income. This is a reconciling item since the

Company’s policy choice is to recognise any taxes for GILTI as a period cost, i.e. no deferred taxes for temporary differences

expected to reverse as GILTI. Please refer to the Note 2.3

Material accounting policies,

point (d)

Income tax

The effective tax rate was higher in the year ended December 31, 2025 mainly due to the impact of withholding taxes on

dividends and deferred tax reversals related to prior years.

Deferred tax reconciliation

Deferred tax assets

As at December 31, 2025

As at December 31, 2024

Foreign Tax Credit Carryforwards

2,832

Accrued expenses

349

Unrealized exchange rate differences

(69)

Deferred tax assets

337

2,841

Compensation with deferred tax liabilities

Deferred tax asset presented in the statement of

ﬁnancial position

337

2,841

Deferred tax assets are expected to be recovered within 12 months from the reporting date.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

As of December 31, 2025, and December 31, 2024, the Company did not recognize a deferred tax liability.

As at December 31, 2025

As at December 31, 2024

Net deferred tax assets/(liabilities) at the beginning

of the year

2,841

Net deferred tax assets/(liabilities) at the end of the

year

337

2,841

Deferred tax in the net proﬁt for the year

2,504

As at December 31, 2025 and December 31, 2024 there were no unused tax losses for which no deferred tax would be

recognized in the statement of ﬁnancial position.

8. Investments in subsidiaries

As at December 31, 2025

As at December 31, 2024

Huuuge Global Ltd

3,593

Huuuge Games Sp. z o.o.

2,007

Playable Platform B.V.

1,826

Huuuge UK

345

Huuuge Digital Ltd

0**

Impairment

(1,971)

Options granted to employees of the Company’s

subsidiaries under stock option program *

24,436

23,195

Total

30,381

28,995

* For details, please refer to the Note 15

Share-based payment arrangements

** 0 represents the amount less than USD 1 thousand

Liquidation of Playable Platform B.V.

On March 31, 2025, Playable Platform B.V. entered into voluntary liquidation proceedings. On December 24, 2025, the company

was dissolved and ceased to exist. As a result of the liquidation, the Company derecognized the carrying amount of its

investment in Playable Platform B.V. and reversed the previously recognized impairment loss related to this subsidiary. The net

impact of the liquidation was recognized in the separate statement of comprehensive income under "Other operating

income/(expense), net".

As at December 31, 2025 there was no impairment of the investment in subsidiaries recognized due to the lack of the

impairment indicators.

As at December 31, 2024 the Company has identiﬁed indicators of an impairment on its investments in Playable Platform B.V.

As a result, the Company recognized an impairment loss of USD 1,971 thousand, reducing the carrying amount of the

investment to its recoverable amount. This impairment has been recorded under ‘Impairment losses on investments’ in the

separate statement of comprehensive income. For the other investments in subsidiaries, there were no indicators of impairment

identiﬁed.

When reviewing the indicators of impairment, the Company’s management has considered the following factors:

●

external sources, such as: observable indications that the assets’ value has declined signiﬁcantly more that would be

expected; signiﬁcant changes with an adverse effect in the technological, market, economic or legal environment;

market capitalization;

●

internal sources, such as: evidence of obsolescence or physical damage of the assets; evidence that economic

performance of the assets is or will be worse than expected; plans to discontinue or restructure the operation, plans

to dispose of the assets before than previously expected.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

9. Long-term investments

Investment in Bananaz Studios Ltd

On March 17, 2024, the Company entered into a simple agreement for future equity (“SAFE”) with Bananaz Studios Ltd.,

investing USD 3,500 thousand, alongside a call option deed agreement (the “Call Option Deed”). The SAFE included a provision

for an additional investment of USD 2,500 thousand, conditional upon the achievement of certain performance milestones by

Bananaz Studios Ltd. As these conditions for the second tranche were not fulﬁlled and, consequently, the second tranche was

not funded.

Pursuant to a call option deed, the Company was granted the right to acquire all shares in Bananaz Studios Ltd., subject to

funding the second tranche and fulﬁlling speciﬁc terms. The call option was not exercised and subsequently expired.

As at December 31, 2024 the carrying value of the asset recognised in the line “Long-term investments” in the separate

statement of ﬁnancial position for the year ended December 31, 2024 was reduced by USD 3,500 thousand to zero. Accordingly,

the revaluation loss of USD 3,500 thousand was recognised in the separate statement of comprehensive income for the year

ended December 31, 2024, in the line “Revaluation losses on ﬁnancial instruments”.

During 2025, following the cessation of further ﬁnancing (as disclosed in Current Report No. 4/2025), the shareholders of

Bananaz Studios Ltd. resolved to convert outstanding interests. Consequently, Huuuge, Inc. received 1,110,000 ordinary shares

of Bananaz Studios Ltd. (representing 5.8% of share capital) without additional consideration, as well as Huuuge, Inc.’s rights

with respect to the SAFE agreement and call option deed agreement were waived. As at December 31, 2025 the fair value of the

asset recognised in the line “Long-term investments” in the separate statement of ﬁnancial position was determined to be zero

based on the investee's ﬁnancial position.

Investment in Empire Games Ltd.

On August 14, 2024, the Company entered into a simple agreement for future equity (the “SAFE”) with Empire Games Ltd., with

its seat in London, England (“Empire Games”) for the total amount of up to USD 1,500 thousand to be paid in tranches. As of the

date of approval of these separate ﬁnancial statements for issue, the Company made the payment of the two tranches in the

total amount of USD 1,000 thousand. The third tranche, which is at the sole discretion of the Company, was not paid.

In addition, the Company entered a call option deed agreement (the “Call Option Deed”) with Empire Games and its

shareholders. In accordance with the provisions of the Call Option Deed, the Company was granted the right (not an obligation)

to acquire the entire issued share capital of Empire Games (existing or future) together with all rights attached thereto. The

Company was entitled to exercise the Call Option at any time following the investment of the second tranche under SAFE, and

ending on the date falling 18 months following the date of the investment of the second tranche. The exercise price of the call

option was set to USD 650 thousand and was subject to additional bonuses conditional upon the achievement of agreed

performance metrics. The call option was not exercised.

On November 12, 2025, the parties signed a Conversion Agreement to convert the Company’s SAFE investment into 254,550

series pre-seed shares of Empire Games (the “Conversion Shares”). Upon the issue of these shares, the SAFE agreement was

terminated and has no further effect. The call option was not exercised and subsequently expired.

As at December 31, 2025 the fair value of the asset recognised in the line “Long-term investments” in the separate statement of

ﬁnancial position as at December 31, 2025 was reduced by USD 1,000 thousand to zero. Accordingly, the revaluation loss of USD

1,000 thousand was recognised in the separate statement of comprehensive income for the year ended December 31, 2025, in

the line “Revaluation losses on ﬁnancial instruments”.

10.

Financial risk management

Introduction

Risk management performed by the Company is aimed at reducing the impact of adverse factors on the ﬁnancial statements.

This note presents information about the Company’s exposure to speciﬁc risks arising from ﬁnancial instruments as well as the

Company’s objectives aimed at maintaining an effective process for risk management.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

The Company is exposed in particular to the following risks arising from ﬁnancial instruments:

●

credit risk,

●

liquidity risk,

●

market risk.

Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management

framework. The Board of Directors continually identiﬁes, evaluates and manages the risks faced by the Company, sets

appropriate risk limits and controls and monitors risks.

The Company’s management monitors ﬁnancial risks regarding the Group as a whole for the purpose of making risk

management related decisions.

Credit risk

Credit risk relating to cash and cash equivalents

The Company is exposed to credit risks primarily with regard to cash and cash equivalents, including investments in money

market funds. These risks could arise if a counterparty becomes insolvent and is unable to fulﬁl its obligations. To mitigate this

risk, the Company conducts transactions and deposits funds primarily with investment grade rated ﬁnancial institutions and

monitors the concentration of transactions with any single party. The Company’s management uses Moody’s credit ratings to

monitor counterparties. The information about the credit risk rating grades (applicable for the ﬁnancial institution group) is

presented in the table below.

Moody's Rating

As at December 31, 2025

As at December 31, 2024

Aaa-mf

72,282

71,397

1,949

Total cash and cash equivalents

74,231

71,441

Cash and cash equivalents (including investments in money market mutual funds) are kept in ﬁnancial institutions with A2, Aa3

and Aa1 rating only, which are investment ratings according to Moody’s.

Concentration risk is mitigated at the Group level by aiming to limit the maximum concentration of deposits in any one ﬁnancial

institution (or assets in any one fund) to 30%.

As at December 31, 2025, funds were held in two ﬁnancial institutions. As at December 31, 2024, funds were held in two

ﬁnancial institutions.

Total gross carrying amounts of cash and cash equivalents as of December 31, 2025 and December 31, 2024 were included in

Stage 1, as credit risk has not increased signiﬁcantly since initial recognition.

Management has assessed that the Company’s provision for expected credit losses (ECL) related to cash and cash equivalents

is immaterial for all periods presented.

The carrying amount of cash and cash equivalents balance represents the maximum credit exposure.

Credit risk with respect to other short term ﬁnancial assets, trade receivables and other receivables

The carrying amount of granted loans and trade receivables represents the maximum credit exposure. The maximum exposure

to credit risk at the reporting dates was as follows:

Carrying amount

As at December 31, 2025

As at December 31, 2024

Trade receivables from related parties

2,396

710

Loans granted

1,394

Total

2,396

710

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Loans granted amounted to USD 1,394 thousand as at December 31, 2025.

Trade receivables from related parties amounted to USD 2,396 thousand as at December 31, 2025 and USD 710 thousand as at

December 31, 2024.

The Company’ trade receivables are trade receivables from related parties – Huuuge Global Ltd. and Huuuge UK Ltd.

Transactions with related parties are described in Note 19

Related party transactions

Allowance for expected credit losses

The Company recognizes an allowance for expected credit losses according to IFRS 9

Financial Instruments,

considering all

reasonable and supportable information (e.g. customer rating, historical recoverability).

The Company’s trade receivables are trade receivables from its related parties for each period presented therefore, the Company

does not apply the portfolio approach, and instead performs the analysis on the individual basis. Taking into account that

Company’s trade receivables are only from related parties and there were no issues with historical recoverability, the related

expected credit losses had been assessed as immaterial. ECL for loans granted has been assessed as immaterial,

forward-looking data indicate recoverability, consequently, they are not considered credit-impaired.

There are no trade receivables which are overdue more than 90 days or individually identiﬁed as impaired.

The ageing of trade

receivables at the reporting dates was as follows:

As at December 31, 2025

As at December 31, 2024

Total

not due and

overdue up to

1 month

over 1

month to 6

months

over 6

months

Total

not due and

overdue up to 1

month

over 1

month to

6 months

over 6

months

Trade receivables from

related parties

2,396

710

Allowance for expected

credit losses/

impairment

Trade receivables, net

3,790

710

Liquidity risk

Liquidity risk means the risk that the Company may encounter diﬃculty in meeting obligations associated with its ﬁnancial

liabilities that are settled by delivering cash or another ﬁnancial asset. The Company’s management approach to managing

liquidity is to ensure, as far as possible, that it maintains suﬃcient liquidity to meet its liabilities when due, under both normal

and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Liquidity risk is

assessed by monitoring budgeted cash ﬂows and maintaining an optimal current liabilities structure.

The method of measuring the liquidity risk consists of the analysis of the cover of current liabilities with available cash

resources.

There are no bank loan balances or credit facilities in force as at December 31, 2025, and December 31, 2024 and as at date of

approval these separate ﬁnancial statements for issue. Consequently, the Company's exposure to contractual interest rate risk

from borrowings is considered. The Company's primary ﬁnancial liabilities consist of trade and other payables. The company

expects to settle these obligations using available cash on hand and cash ﬂows generated from operations. It is not expected

that the cash ﬂows included in the maturity analysis disclosed in the table below could occur signiﬁcantly earlier, or at

signiﬁcantly different amounts.

The following tables present the maturities of ﬁnancial liabilities including estimated interest payments as of respective

reporting dates:

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

As at December 31, 2025

Carrying amount

Contractual cash

ﬂows

6 months or less

over 6 months

Trade payables

323

Accrued expenses (except taxes and

employee-related)

2,707

Non derivative ﬁnancial liabilities

3,030

As at December 31, 2024

Carrying amount

Contractual cash

ﬂows

6 months or less

over 6 months

Trade payables

Accrued expenses (except taxes and

employee-related)

2,380

Non derivative ﬁnancial liabilities

2,428

There were no derivative ﬁnancial instruments at the end of reported periods.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices may affect

the Company’s income or the value of its ﬁnancial instruments (including money market mutual funds investments classiﬁed as

cash and cash equivalents). The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimizing returns. The Company does not apply hedge accounting in order to manage volatility in

proﬁt or loss and so far neither has entered into derivatives nor incurred external ﬁnancial liabilities.

(i)

Currency risk

Management of the Company has analyzed currency risk related to variability of exchange rates and did not identify signiﬁcant

balances of accounts denominated in foreign currencies (cash and cash equivalents, trade receivables and trade payables) and

transactions carried in foreign currencies which would be associated with a signiﬁcant currency risk for the Company.

(ii)

Interest rate risk

As the Company has not entered in bank loan agreements in the presented periods till December 31, 2025, the interest rate risk

is marginal.

The Company does not have any signiﬁcant interest bearing liabilities at variable rate which would expose the Company to the

cash ﬂow risk.

The Company’s primary interest bearing assets are cash and cash equivalents. Bank deposits, and the investments in money

market funds are subject to variable interest rates. These are investments which are either highly liquid, or have short-term

maturities. Management has concluded that a reasonably possible change in interest rates during the short maturity period of

these investments would not result in a material impact on proﬁt or loss. Consequently, the Company is not signiﬁcantly

exposed to interest rate cash ﬂow risk from its ﬁnancial assets.

Capital management

The Board of Directors is responsible for managing the Company’s capital structure.

The Board’s policy is to maintain a strong capital base to maintain investors’ and market conﬁdence and to sustain future

development of the business. The Company’s management seeks to maintain a suﬃcient capital base to meet the Company’s

operational and strategic needs, with the objective of safeguarding the Company’s ability to continue as a going concern, settle

the obligations and optimize the capital structure in order to reduce the cost of capital and maximize the return on equity to the

shareholders and maintain the level of capital that will ensure the settlement of liabilities. The amount of capital maintained in

each reporting period (see table below) met management’s objectives.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

The capital managed by the Group’s management includes equity. As of December 31, 2025, and December 31, 2024, managed

capital comprised ordinary shares, preferred shares series A and B, treasury shares and share-based payment reserves. For the

amounts, please refer to Note 14

Share capital,

of these ﬁnancial statements. There are no externally imposed capital

management requirements (such as debt covenants or similar).

The Company’s management monitors the return on capital on basic and diluted earnings per share ratios. Further information

on calculation of earnings per share rations is presented in the Group’s consolidated ﬁnancial statements. The objective of the

management is to maximize the return to shareholders.

No dividends were declared or paid by the Company to its shareholders in the years ended December 31, 2025 and December

31, 2024.

As at December 31, 2025

As at December 31, 2024

Equity

106,511

147,852

Total capital

106,511

147,852

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

11.

Accounting classiﬁcations of ﬁnancial instruments and fair values

The fair values of ﬁnancial assets and liabilities, together with the carrying amounts shown in the statement of ﬁnancial position are as follows:

As at December 31, 2025

Financial assets

measured at

amortized cost

Financial assets

measured at fair value

through proﬁt or loss

Financial liabilities at

amortized cost

Financial liabilities out

of scope of IFRS 9

Total carrying amount

Fair value

Assets

76,627

1,394

78,021

Trade receivables from related parties

2,396

Cash and cash equivalents

74,231

Loans granted

1,394

Investments in equity shares

Call option agreements on long-term investments

Liabilities

323

Trade payables

323

Net amount

76,627

1,394

323

77,698

As at December 31, 2024

Financial assets

measured at

amortized cost

Financial assets

measured at fair value

through proﬁt or loss

Financial liabilities at

amortized cost

Financial liabilities out

of scope of IFRS 9

Total carrying amount

Fair value

Assets

72,151

500

72,651

Trade receivables from related parties

710

Cash and cash equivalents

71,441

Investments in SAFE agreements

500

Call option agreements on long-term investments

Liabilities

Trade payables

Net amount

72,151

500

72,603

As at December 31, 2025 the Company’s there were loans granted, investments in equity shares and one call option under long-term investment agreement measured at fair value through proﬁt or

loss, for more details please refer to Note 9

Long term investments.

As at December 31, 2024 the Company’s there were two investments in SAFE agreements and two call options under long-term

investments agreements measured at fair value through proﬁt or loss, for more details please refer to Note 9

Long term investments.

The Company’s management believes that the fair values of ﬁnancial instruments do not differ signiﬁcantly from their carrying amounts.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

12.

Trade and other receivables

As at December 31, 2025

As at December 31, 2024

Trade receivables and accrued revenues from related parties

2,396

710

Prepaid expenses

117

Other receivables

120

131

Total trade and other receivables

2,633

911

Allowance for expected credit losses/ impairment of trade receivables is not signiﬁcant.

Transactions with related parties are described in Note 19

Related party transactions

Other receivables include mainly tax receivables other than from corporate income taxes.

Prepaid expenses consist of advance payments for future services. subscriptions, expenses from cloud computing

arrangements which do not include an intangible asset (software as a service contracts), and administration costs.

13.

Cash and cash equivalents

As at December 31, 2025

As at December 31, 2024

Money market mutual funds

72,282

71,397

Cash at banks (current accounts)

1,248

Deposits

701

Total cash and cash equivalents

74,231

71,441

Cash and cash equivalents comprise highly liquid investments that are readily convertible to known amounts of cash and which

are subject to an insigniﬁcant risk of changes in value, i.e. money market mutual funds, cash at banks and bank deposits. To be

classiﬁed as a cash equivalent, an instrument must have a short maturity of three months or less from the date of acquisition.

For the details, please refer to Note 2.2

Key judgements and estimates

During the year ended December 31, 2025, interest income generated from deposits and money market mutual fund

investments amounted to USD 3,755 thousand. For the details, please refer to Note 6

Finance income

As at December 31, 2025, and December 31, 2024, the Company held no restricted cash.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

14.

Share capital

As at December 31, 2025 and December 31, 2024 Company's authorized and issued share capital consisted of common shares and preferred shares series A and B. The following table present the

movements and reconciliation of the number of shares and their respective nominal value (nominal values are presented in USD, not thousand USD):

Shares classiﬁed as equity instruments as at December 31, 2025:

Common shares

(outstanding)

Preferred shares

(series A and B)

Treasury shares

Treasury shares allocated for

the existing share-based

payment programs

Total (issued)

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

As at January 1, 2025

56,069,697

1,122

3,915,282

59,984,981

1,201

Allocation of shares to

Share-based payment program

(139,281)

(3)

139,281

Exercise of stock options

139,281

(139,281)

(3)

Repurchase of common shares

under Share Buyback Scheme

("SBB")

(15,237,864)

(305)

15,237,864

305

Retirement of treasury shares

(15,237,864)

(305)

(15,237,864)

(305)

As at December 31, 2025

40,971,114

820

3,776,001

44,747,117

896

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Shares classiﬁed as equity instruments as at December 31, 2024:

Common shares

(outstanding)

Preferred shares

(series A and B)

Treasury shares

Treasury shares allocated for

the existing share-based

payment programs

Total (issued)

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

As at January 1, 2024

62,977,148

1,260

4,147,628

67,124,778

1,344

Allocation of shares to

Share-based payment program

(232,346)

(5)

232,346

Exercise of stock options

232,346

(232,346)

(5)

Repurchase of common shares

under Share Buyback Scheme

("SBB")

(7,139,797)

(143)

7,139,797

143

Retirement of treasury shares

(7,139,797)

(143)

(7,139,797)

(143)

As at December 31, 2024

56,069,697

1,122

3,915,282

59,984,981

1,201

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

As at December 31, 2025 Company was authorized to issue up to 85,300,474 shares with a par value of USD 0.00002

(85,300,472 common shares and 1 share of series A preferred share and 1 share of series B preferred share), out of which as at

December 31, 2025, 15,463,909 shares were allocated to a reserve that could be issued only with majority shareholders’

approval (86,764 as at December 31, 2024).

As at December 31, 2025, the issued share capital of the Company comprised 44,747,117 shares (fully paid) with a par value of

USD 0.00002 per share and the total value of USD 896 (not thousands), including 40,971,114 common shares held by

shareholders, 2 preferred shares (one preferred share of series A and one preferred share of series B), and 3,776,001 common

shares reacquired by the Company and not redeemed (presented in the tables above: treasury shares and treasury shares

allocated to the existing share-based payment programs).

As at December 31, 2024, the issued share capital of the Company comprised 59,984,981 shares (fully paid) with a par value of

USD 0.00002 per share and the total value of USD 1,201 (not thousands), including 56,069,697 common shares held by

shareholders, 2 preferred shares (one preferred share of series A and one preferred share of series B), and 3,915,282 common

shares reacquired by the Company and not redeemed (presented in the tables above: treasury shares and treasury shares

allocated to the existing share-based payment programs).

During the year 2025, the number of shares (not issued) allocated to the existing share-based payment programs was reduced

by 139,281 shares. This is because 139,281 treasury shares were delivered to employees for the options exercised during the

year ended December 31, 2025. As at December 31, 2025, 9,720,552 shares with a par value of USD 0.00002 per share were

reserved for two stock option programs established in 2015 and 2019.

During the year 2024, the number of shares (not issued) allocated to the existing share-based payment programs was reduced

by 232,346 shares. This is because 232,346 treasury shares were delivered to employees for the options exercised during the

year ended December 31, 2024. As at December 31, 2024, 9,859,833 shares with a par value of USD 0.00002 per share were

reserved for two stock option programs established in 2015 and 2019.

Holders of the two series A and series B preferred shares, which may be converted for a ﬁxed number of common shares, have

several rights additional to the ones of the common shareholders, which may vary for series A and B). These rights are

stipulated in the corporate documents of Huuuge, Inc., in particular in the Fifth Amended and Restated Certiﬁcate of

Incorporation. Essentially, the rights refer to:

●

protective provisions in case of liquidation, dissolution, winding up, certain mergers, consolidations and sale of assets

of Huuuge, Inc. or conversion to common shares – the holders of series A or B preferred shares shall be entitled to be

paid out of the assets of the Company available for distribution to its shareholders before the holders of common

shares,

●

election of directors for every separate class of preferred shares - one director for series A preferred shares and two

directors for series B preferred shares.

As at December 31, 2025 and December 31, 2024, no shareholder owned over 50% of the Company’s equity or had more than

50% of voting rights. The Company's major shareholder is Mr. Anton Gauﬃn, founder and Executive Chairman of the Board, who

participates in the Company’s ordinary shares indirectly (through shares of Big Bets OU).

The other reserves derives mainly from the difference between nominal value and the market price on issuance of shares, or the

difference between the book value and purchase price on re-issue of treasury shares.

In the year ended December 31, 2025, the following transactions took place:

●

Delivery of the treasury shares for options exercised

In the year ended December 31, 2025, 414,258 share options held by employees under the share-based payment program were

exercised. Of these, 414,258 options exercised resulted in the delivery of 139,281 treasury shares to employees before

December 31, 2025 (the difference between the number of options exercised and the number of treasury shares delivered is due

to cashless exercises). The delivery of treasury shares was presented as a movement from treasury shares to common shares.

The movement resulted in an increase in share capital in the amount of the nominal value of the shares delivered, and the

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

difference between the value of treasury shares and the cash consideration received in the amount of USD 142 thousand was

recognized in other reserves. At the same time, the movement decreased the number of shares (not issued) allocated to the

existing share-based payment programs.

●

Acquisition of shares under Share Buyback Scheme ("SBB") and retirement of shares purchased by the Company

during the share buyback

On September 18, 2025, the Company announced a share buyback in the form of a time-limited invitation to submit to the

Company sale offers relating to shares in the Company, at a pre-determined and ﬁxed price per share, open to all shareholders

of the Company (the "Invitation") (the "SBB"). The settlement of the SBB took place on October 21, 2025 (the "Settlement Date")

outside the organized system of trading in ﬁnancial instruments through IPOPEMA Securities S.A. The acquisition was made at

a gross price of USD 7.8751. Amounts due to investors, after withholding of applicable taxes, have been converted from USD to

PLN in accordance with the interbank exchange rate applicable as of October 20, 2025 (as the day preceding the Settlement

Date), which is 3.63.

In the course of the SBB:

●

The Company acquired 15,237,864 shares of common stock of its own shares for the total amount of USD

119,999,703, which constituted 25.40% share capital of the Company,

●

Big Bets OÜ sold to the Company 5,098,885 shares of common stock of the Company, constituting 8.50% of the share

capital of the Company,

●

RPII HGE LLC sold to the Company 2,064,446 shares of common stock of the Company, constituting 3.44% of the

share capital of the Company.

Prior to the SBB settlement, the Company owned 3,804,501 common shares that represented 6.34% of the Company’s share

capital and did not entitle the Company to voting rights. Following the settlement of the SBB, the Company owned a total of

19,042,365 shares that represented 31.75% of the Company's share capital and do not entitle the Company to voting rights.

Consequently, following the settlement of the SBB, there were 59,984,981 shares of the Company issued and conferring

40,916,818 votes in total at the general meeting of the Company.

On October 22, 2025, in accordance with Section 243 of the Delaware General Corporation law, the Board of Directors adopted a

resolution on the retirement of 15,237,864 shares of common stock of the Issuer representing 25.40% of the issued share

capital of the Company at the time (as announced in Current Report no. 19/2025). The shares that were subject to the

retirement were purchased by the Company during the SBB with the intention that the shares will be retired, other than those

shares necessary, in the Company’s view, to satisfy its ongoing needs under the Issuer’s employee stock option plans.

Effective as of the adoption of the resolution of the Board of Directors, the retired shares resumed the status of authorized and

unissued shares of the common stock of the Issuer. At the same time, the Issuer’s issued share capital decreased from

59,984,981 to 44,747,117 shares.

In the year ended December 31, 2024, the following transactions took place:

●

Delivery of the treasury shares for options exercised

In the year ended December 31, 2024, 381,123 share options held by employees under the share-based payment program were

exercised. Of these, 381,123 options exercised resulted in the delivery of 232,346 treasury shares to employees before

December 31, 2024 (the difference between the number of options exercised and the number of treasury shares delivered is due

to cashless exercises).

The delivery of treasury shares was presented as a movement from treasury shares to common shares. The movement resulted

in an increase in share capital in the amount of the nominal value of the shares delivered, and the difference between the value

of treasury shares and the cash consideration received in the amount of USD 286 thousand was recognized in other reserves. At

the same time, the movement decreased the number of shares (not issued) allocated to the existing share-based payment

programs.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

●

Acquisition of shares under Share Buyback Scheme ("SBB") and retirement of shares purchased by the Company

during the share buyback

On March 14, 2024, the Company announced a share buyback in the form of a time-limited invitation to submit to the Company

sale offers relating to shares in the Company, at a pre-determined and ﬁxed price per share, open to all shareholders of the

Company (the "Invitation") (the "SBB").

The settlement of the SBB took place on April 23, 2024 (the "Settlement Date") outside the organized system of trading in

ﬁnancial instruments through IPOPEMA Securities S.A. The acquisition was made at a gross price of USD 9.8042. Amounts due

to investors, after withholding of applicable taxes, have been converted from USD to PLN in accordance with the interbank

exchange rate applicable as of April 22, 2024 (as the day preceding the Settlement Date), which is 4.05.

In the course of the SBB:

●

The Company acquired 7,139,797 shares of common stock of its own shares for the total amount of USD 69,999,998,

which constituted 10.64% share capital of the Company and entitled to 10.64% of the total number of votes at the

general meeting of the Company. After the SBB, the Company held 11,141,843 treasury shares representing 16.60% of

its share capital and total number of votes at the General Meeting,

●

Big Bets OÜ sold to the Company 2,332,116 shares of common stock of the Company, constituting 3.47% of the share

capital of the Company entitling to 3.47% of the total amount of votes at the General Meeting,

●

RPII HGE LLC sold to the Company 970,559 shares of common stock of the Company, constituting 1.45% of the share

capital of the Company entitling to 1.45% of the total amount of votes at the General Meeting.

Prior to the SBB settlement, the Company owned 4,002,046 common shares that represented 5.96% of the Company’s share

capital and did not entitle the Company to voting rights. Following the settlement of the SBB, the Company owned a total of

11,141,843 shares that represented 16.60% of the Company's share capital and do not entitle the Company to voting rights.

Consequently, following the settlement of the SBB, there were 67,124,778 shares of the Company issued and conferring

55,982,935 votes in total at the general meeting of the Company.

On April 26, 2024, in accordance with Section 243 of the Delaware General Corporation law, the Board of Directors adopted a

resolution on the retirement of 7,139,797 shares of common stock of the Issuer representing 10.64% of the issued share capital

of the Company at the time (as announced in Current Report no. 23/2024). The shares that were subject to the retirement were

purchased by the Company during the SBB with the intention that the shares will be retired, other than those shares necessary,

in the Company’s view, to satisfy its ongoing needs under the Issuer’s employee stock option plans.

Effective as of the adoption of the resolution of the Board of Directors, the retired shares resumed the status of authorized and

unissued shares of the common stock of the Issuer. At the same time, the Issuer’s issued share capital decreased from

67,124,778 to 59,984,981 shares.

●

Authorised capital decrease

As reported in the current report no. 35/2024 dated July 3, 2024, in connection with resolutions adopted at the Annual General

Meeting of Shareholders of the Company on June 18, 2024 and in connection with the submission of an application to the

Delaware Secretary of State to register amendments to the Certiﬁcate of Incorporation, the Delaware Secretary of State

registered amendments to the Company’s Memorandum of Association on July 2, 2024.

The authorised capital of the Company was decreased to 85,300,474 shares by amending Paragraph 4.1 of Article IV of the

Certiﬁcate of Incorporation.

Share structure of the Company after decreasing the authorised capital was as follows:

1. The authorized capital comprised 85,300,474 shares divided into two classes, consisting of (i) 85,300,472 shares of common

stock with a par value of USD 0.00002 per share and (ii) 2 shares of preferred stock with a par value of USD 0.00002 per share,

divided into two series consisting of 1 Series A share of preferred stock with a par value of USD 0.00002 per share and 1 Series

B share of preferred stock with a par value of USD 0.00002 per share;

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

2. The issued capital was 59,984,981 and consists of (i) 59,984,979 shares of common stock with a par value of USD 0.00002

per share and (ii) 2 shares of preferred stock with a par value of USD 0.00002 per share, divided into two series consisting of 1

Series A share of preferred stock with a par value of USD 0.00002 per share and 1 Series B share of preferred stock with a par

value of USD 0.00002 per share.

Each share of common stock and preferred stock gives the right to one vote at the general meeting of the Company, which

results in the total number of votes from all issued shares equal to 59,984,981.

15.

Share-based payment arrangements

The Company maintains two equity settled share-based incentive plans: ESOP 2015 established April 3, 2015 and ESOP 2019

(established October 19, 2019). These programs entitle employees and consultants to purchase shares in the Company. Each

option represents the right to acquire one common or treasury share of the Company at a predetermined exercise price.

The vesting condition for both ESOP 2015 and 2019 programs is to provide the service continuously for 3-4 years from the grant

date. The grant date is deﬁned as the date on which a formal agreement is executed between the Group and the participant. The

following vesting schedule is applicable depending on the particular grant:

●

about 25% of the shares options vest and become exercisable on a 12-month anniversary of the vesting

commencement date, with the remaining vesting in equal monthly installments; or

●

options vest and become exercisable in equal installments for each full month of continuous service completed.

For such share-based payments staged vesting applies i.e. each instalment with different vesting period is treated as a separate

award with a different vesting period.

In addition to service conditions, certain grants under the ESOP 2019 plan include market or non-market performance

conditions, as detailed below:

Executive Chairman of the Board options

Mr. Anton Gauﬃn, holding the positions of the Executive Chairman of the Board was granted 500,000 share options in total

during the year 2021, out of which 75,000 had a vesting condition to provide the service continuously for about four years from

the service commencement date and to meet 2021 EBITDA target. These options were forfeited in 2022 as the performance

condition was not met. All remaining options can be exercised at a price of PLN 50, i.e., the price of the Company’s shares in the

initial public offering.

The vesting conditions for the options are the following:

●

50,000 options require continuous service for a period about 4 years from the service commencement date. The

service condition was fulﬁlled.

●

375,000 options are subject to market conditions, related to the Company’s market capitalization milestones. The

Company has estimated the expected vesting period to be six years from the service commencement date,

representing the period over which the market capitalization targets are expected to be achieved.

Similar to other share-based payments in the Company, for this program, staged vesting applies, i.e., each instalment has a

different vesting period and is treated as a separate award with a different vesting period.

Options granted to key management personnel

Based on resolutions of the Board of Directors of Huuuge, Inc. the following options were granted to key managers of Huuuge,

Inc. Group:

●

3,145,000 options (including 2,345,000 options granted to Huuuge, Inc. Oﬃcers) - on October 3, 2023,

●

125,000 options - on November 6, 2023,

●

585,000 options - on February 6, 2024,

●

125,000 options - on September 30, 2024.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Modiﬁcation of the options granted to key management personnel

On May 15, 2025, Huuuge, Inc. the Board of Directors adopted a resolution on the voluntary modiﬁcation of the terms of the

options granted to the key management personnel of the Group under “ESOP 2019” stock option plan, granted during the period

between October 2023 and September 2024.

As a result, for 2,559,446 options the exercise price and the number of the options has been decreased, and vesting market

conditions have been substituted by the performance conditions to meet speciﬁed EBITDA and Revenue targets. The total

expense related to the modiﬁcation of these options for the year ended December 31, 2025, amounted to USD 62 thousand.

As at December 31, 2025, after the modiﬁcation, 736,631 of these options remained outstanding. The outstanding modiﬁed

options are subject to the following vesting criteria:

●

219,779 options require continuous service for a period about 4 years from the service commencement date.

●

516,852 options are subject to both a continuous service requirement, and the achievement of speciﬁed non-market

performance conditions, namely consolidated EBITDA and Revenue targets as deﬁned in the modiﬁcation agreement.

Options granted during the year

On May 15, 2025, Huuuge, Inc. the Board of Directors adopted a separate resolution, based on which 894,519 options were

granted under employee stock option plan “ESOP 2019” to key employees of the Group (including 611,623 options for key

management personnel of Huuuge, Inc. Group). These options are subject to both a continuous service requirement, and the

achievement of speciﬁed non-market performance conditions, namely consolidated EBITDA and Revenue targets.

Similar to other share-based payments in the Group, for this program, staged vesting applies, i.e., each installment has a

different vesting period and is treated as a separate award with a different vesting period.

On July 8, 2025, and August 21, 2025 Huuuge, Inc. the Board of Directors adopted a separate resolution, based on which 13,204

options were granted under employee stock option plan to key employees of the Group. These options are subject to both a

continuous service requirement, and the achievement of speciﬁed non-market performance conditions, namely consolidated

EBITDA and Revenue targets.

As at December 31, 2025, there were 9,720,552 shares reserved for the ESOP that were not yet allocated to employees

(9,859,833 as at December 31, 2024). The Company retains discretion regarding the utilization of unallocated shares.

Management may elect to allocate those to employees within the share-based program, retain, or withdraw from the program.

In 2025 the Company’s Board of Directors granted 907,723 options (710,000 in 2024).

The effect of the fair value measurement (which includes cost recognised for the period as well as derecognition of the cost

when non-market vesting conditions are not met) is reﬂected in the proﬁt and loss against equity (USD 166 thousand was

expensed in 2025 and USD 619 thousand in 2024). These costs were included in the Operating expenses line in the statement of

comprehensive income, booked against equity, “Employee beneﬁt reserve”.

The effect of the fair value measurement of options granted to employees of the Company’s subsidiaries is recognised in the

Company’s assets as investment in subsidiaries in the amount of USD 2,083 thousand in 2025 (USD 1,438 thousand in 2024),

booked against equity, “Employee beneﬁt reserve”. Please refer to Note 8

Investment in subsidiaries.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Details of the grants are presented in the table below:

Grant date

Number of instruments granted*

Expiry date

Granted in 2015

293,292

June 1, 2025

Granted in 2016

175,058

June 1, 2026 – December 1, 2026

Granted in 2017

386,310

February 1, 2027 – December 1, 2027

Granted in 2018

131,000

December 1, 2024

Granted in 2019

243,525

December 1, 2024 – November 6, 2025

Granted in 2020

738,024

April 1, 2027 – November 11, 2027

Granted in 2021

4,111,765

February 2,2028 – September 10, 2028

Granted in 2022

656,971

January 3, 2029 – August 5, 2029

Granted in 2023

3,270,000

October 3, 2030 - November 6, 2030

Granted in 2024

710,000

February 6, 2031 - September 30, 2031

May 15, 2025

894,519

May 15, 2032

July 2, 2025

9,098

July 2, 2032

August 20, 2025

4,106

September 30, 2031

Subtotal Granted in 2025

907,723

Total

11,623,668

*The number of options granted before January 20, 2021 is presented in the amount before the share split on a one for ﬁve

basis.

Movements in share options during the period were as follows (weighted average exercise prices are presented in USD, not in

thousand USD):

Year ended December 31, 2025

Number of options

Weighted average exercise price

Balance as at January 1

5,353,223

6.08

Granted during the year

907,723

0.01

Increase due to modiﬁcation in the year

586,077

0.01

Decrease due to modiﬁcation in the year

(2,559,446)

5.78

Forfeited during the year

(916,829)

6.05

Exercised during the year

(414,258)

4.29

Expired during the year

(220,324)

5.72

Balance as at December 31

2,736,166

3.36

Year ended December 31, 2024

Number of options

Weighted average exercise price

Balance as at January 1

5,534,416

5.75

Granted during the year

710,000

6.59

Forfeited during the year

(448,549)

5.37

Exercised during the year

(381,123)

3.33

Expired during the year

(61,521)

4.56

Balance as at December 31

5,353,223

6.08

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

As at December 31, 2025, 843,292 share options were exercisable, with the weighted average exercise price of USD 3.56 per

share. As at December 31, 2024, 1,180,503 share options were exercisable, with the weighted average exercise price of

USD 4.84 per share.

The below table presents a summary of share prices at the exercise dates:

Exercise date

Grant date

Exercise price

Fair Market Value

on exercise date

Number of stock

options exercised

Exercised in 2019

May 29, 2015 - December

1, 2018

$0.0002 - $4.15

$14.09 - $15.03

31,363

Exercised in 2020

May 29, 2015 – November

6, 2019

$0.0002 – $13.50

$15.03 – $18.62

176,009

Exercised in 2021 (before

share split)

May 29, 2015 – December

1, 2016

$0.0002 – $0.79

$54.53

6,411

Exercised in 2021 (after

share split)

May 29, 2015 – November

20, 2020

$0.00004 – $3.72

$6.23 – $12.03

1,851,622

Exercised in 2022

May 29, 2015 – January 3,

2022

$0.11 – $4.13

$3.58 – $5.68

2,072,355

Exercised in 2023

May 29, 2015 – August 1,

2022

$0.00004 – $6.18

$5.31 – $7.02

1,693,330

Exercised in 2024

December 1, 2017 –

August 1, 2022

$0.83 – $6.18

$4.01 – $7.37

381,123

Exercised in 2025

December 1, 2017 –

October 3, 2023

$0.83 – $5.82

$4.26 – $7.06

414,258

For share options outstanding at the end of the reporting periods, the range of exercise prices and weighted-average remaining

contractual life was as follows:

As at December 31, 2025:

Exercise price in USD

Number of outstanding stock options

Weighted average remaining contractual

life (in years)

0.01 - 0.83

1,549,018

6.17

3.01 - 3.92

578,691

2.93

5.05 - 13.51

608,457

3.22

Total:

2,736,166

4.83

As at December 31, 2024:

Exercise price in USD

Number of outstanding stock options

Weighted average remaining contractual

life (in years)

0.83

75,025

2.84

2.70 - 3.92

1,020,056

3.89

4.13 - 13.51

4,258,142

5.55

Total:

5,353,223

5.20

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

The fair value of the employee share options without market conditions has been measured using the Black-Scholes option

pricing model by an independent appraiser, the valuation assumptions summarized below. The underlying price of the common

stock was determined using the fair value as of the option grant dates. The exercise prices of the options were determined by

the Board of Directors of the Company in the participant agreements. The risk-free rate is based on the U.S. Treasury yield curve

as of the grant date, with a maturity consistent with the expected life of the options. Expected life calculation incorporates the

weighted average of vesting period, expiration period, and the contractual term. Dividend yield is assumed to be zero.

The fair value of the employee share options with market conditions has been measured using the Binomial model by an

independent appraiser. The model utilizes a multi-period approach to simulate potential future share price paths (backward

induction), allowing for the incorporation of the term structure of volatility and interest rates. The valuation accounts for the

probability of achieving the speciﬁed market capitalization targets within the contractual timeframe and the resulting impact on

the expected vesting period.

Based on the analysis and the factors speciﬁc to the Company, an equity volatility of 37.0%-80.0% (37.0%-80.0% for the year

ended December 31, 2024) was used in the option pricing model. Expected volatility was based on historical volatility of a

similar industry sector for the year ended December 31, 2024.

The inputs used in the measurement of the fair values at the grant dates of the equity-settled share-based payment plan for the

options outstanding as of December 31, 2025 and as of December 31, 2024, were as follows:

As at

December 31, 2025

As at

December 31, 2024

Fair value at grant date

1.14 – 6.64

0.93 – 6.64

Share price at grant date

2.50 – 9.49

Exercise price

0.01 – 13.51

0.83 – 13.51

Expected volatility (weighted average)

36.97% – 80.00%

Expected life (weighted average)

1.46 – 6.38

2.44 – 6.10

Risk-free interest rate

0.21% – 5.04%

During the year ended December 31, 2025, 414,258 options were exercised in total under the share-based payment program, and

139,281 treasury shares were delivered for all options exercised (the difference of 274,977 options is due to cashless

exercises). Cash payments received for the shares delivered to employees before December 31, 2025 amounted to USD 142

thousand.

During the year ended December 31, 2024, 381,123 options were exercised in total under the share-based payment program, and

232,346 treasury shares were delivered for all options exercised (the difference of 148,777 options is due to cashless

exercises). Cash payments received for the shares delivered to employees before December 31, 2024 amounted to USD 286

thousand.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

16.

Trade and other payables

As at December 31, 2025

As at December 31, 2024

Accrued expenses

1,210

843

Trade accounts payable including:

323

- trade accounts payable to third parties

- trade accounts payable to related parties

256

Tax payables other than from corporate income taxes

677

394

Trade and other payables

2,210

1,285

As at December 31, 2025 accrued expenses mainly included digital advertising related expenses, ﬁnance, audit and legal

services expenses. As at December 31, 2024 accrued expenses mainly included digital advertising related expenses, ﬁnance,

audit and legal services expenses.

17.

Contingencies

Tax contingent liabilities

Tax settlements are subject to review and investigation by tax authorities, which are entitled to impose severe ﬁnes, penalties

and interest charges. Tax regulations in the United States have been changing recently, which may lead to them lacking clarity

and integrity. Furthermore, frequent contradictions in tax interpretations, both within government bodies and between

companies and government bodies create uncertainties and conﬂicts.

Tax authorities may examine accounting records retrospectively: for 3 years in the United States (and up to 6 years in case of

substantial errors). Consequently, the Company may be subject to additional tax liabilities, which may arise as a result of tax

audits. The Board of Directors of the Company believes that there was no need to record any provisions for known and

quantiﬁable risks in this regard as in their assessment there are no such uncertain tax positions for which it would be probable

that the taxation authority will not accept the tax treatment applied by the Company.

Litigation and other legal proceedings

The Company operates in a litigious environment. The Company and/or its subsidiaries have and may become involved in legal

proceedings, including litigation, arbitration and other claims, and investigations, inspections, audits, claims, inquiries and

similar actions. Legal proceedings, in general, can be expensive and disruptive. Some of these suits are class actions and/or

involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain

unresolved for several years.

Player use of our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy,

terms of service or similar agreements, or if we fail to comply with applicable privacy-related or data protection laws and

regulations, this could result in litigation, proceedings or investigations against us by governmental authorities, players or others,

which could result in ﬁnes or judgments against us, damage our reputation or goodwill, impact our ﬁnancial condition and harm

our business.

The Company cannot predict with certainty the outcomes of any legal proceedings and other contingencies, and the costs

incurred in litigation can be substantial, regardless of the outcome. As a result, the Company and/or its subsidiaries could from

time to time incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and

such developments could harm our reputation and have a material adverse effect on our results of operations in the period in

which the amounts are accrued and/or our cash ﬂows in the period in which the amounts are paid. In addition, as a result of the

ongoing legal proceedings, the Company and/or its subsidiaries may be subject to damages, civil ﬁnes, or other sanctions.

Additionally, defending against these lawsuits and proceedings may involve signiﬁcant expense and diversion of management’s

attention and resources.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

As at the date of approval of these ﬁnancial statements for issue, Company has become involved in a number of pending

litigations:

●

On March 8, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Franklin County Alabama alleging that the Company’s

social casino games are unlawful gambling under Alabama law. The plaintiff withdrew the original complaint without

prejudice for procedural reasons, and, on September 14, 2023, re-ﬁled an amended complaint. As in the original complaint,

the lawsuit seeks to recover all amounts paid by Alabama residents to the Company in those games during the period

beginning one year before the ﬁling of the lawsuit (i.e. September 14, 2022) until the case is resolved. The Company does

not agree with the allegations and requests for relief made in the complaint and believes that there are meritorious legal

and factual arguments supporting the Company’s position. On November 1, 2023, the Company ﬁled a motion to dismiss

the amended complaint and on December 15, 2023, the Company ﬁled a motion to compel arbitration. On June 7, 2024, the

judge denied the Company’s motion to dismiss and the Company’s motion to compel arbitration. On July 17, 2024, the

Company ﬁled a notice of appeal. The Supreme Court of Alabama held oral argument on March 5, 2025. On April 25, 2025,

the Supreme Court of Alabama issued an order compelling arbitration. On May 14, 2025, the state court stayed the case

pending the outcome of the arbitration. On June 17, 2025, the plaintiff ﬁeld a motion to lift the stay. On July 7, the court

issued an order denying the motion to lift the stay. July 23, 2025, the Company received a notice of the demand ﬁled with

American Arbitration Association from the plaintiff. The case is proceeding in arbitration. The initial briefs of the parties

have been exchanged on November 21, 2025. The company challenged the jurisdiction of American Arbitration Association

over the dispute. On January 28, 2026, the arbitrator issued an order that American Arbitration Association has authority to

adjudicate the dispute only as to the users who have played the games on or before October 6, 2023. On February 25, 2026,

the Company received a notice of the demand ﬁled with JAMS from the plaintiff. The demand ﬁled with JAMS pertains to

the users who have played the games after October 6, 2023. In addition, on June 6, 2025, the plaintiff’s husband ﬁled a

class action complaint in the Circuit Court of Franklin County alleging that social casino games published by the Company

constitute illegal gambling under Alabama law. On October 6, 2025, the case was removed to the federal court. On October

29, 2025, the plaintiff ﬁled a motion to remand the case to the state court. The Company plans to ﬁle an opposition to the

motion to remand by December 4, 2025. The plaintiff, on behalf of himself and all others similarly situated, demands

recovery of the amount paid through purchases of virtual currency on Company’s games within the six months preceding

the ﬁling of this complaint. The Company does not agree with the allegations and requests for relief made in the complaint

and believes that there are meritorious legal and factual arguments supporting the Company’s position. As of the date of

approval of these annual separate ﬁnancial statements for issue, to the best of the Company's knowledge, the litigation is

not expected to have a material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

●

On June 2, 2023, plaintiffs ﬁled a complaint in the US Federal District Court for the Central District of California, alleging: (a)

that the Company’s social casino games are unlawful gambling under the laws of California, Illinois, and potentially other

US states; and (b) that the Company’s display of sale pricing in its social casino games constitutes false advertising under

the laws of California, Illinois and potentially other US states. The lawsuit purported to be a nationwide class action, which

also includes potential California and Illinois subclasses. The Company does not agree with the allegations and requests

for relief made in the complaint and believes that there are meritorious legal and factual arguments supporting the

Company’s position. On January 24, 2024 the Company and the plaintiffs have signed an agreement to settle the case in

exchange for the distribution to each class member of at least 375 virtual diamonds within the Company’s games, and at

least an aggregate total of 412.5 million virtual diamond, and USD 1,700 thousand in cash for attorneys’ fees, costs of

claims administration, and named plaintiff incentive awards. The Company also agreed in the settlement to make changes:

(a) in game play, allowing players to engage in certain forms of continuous game play; and b) in advertising practices. The

settlement was subject to court approval and to the Company’s option to cancel the settlement if 1,000 or more class

members elect to opt out of the settlement. The Court has recently rejected ﬁnal approval meaning that the case is again

to be actively litigated and the settlement is ineffective. In March plaintiffs ﬁled a First Amended Complaint. The First

Amended Complaint adds Billionaire Casino Ltd. And Huuuge Global Ltd as defendants in addition to Huuuge, Inc. The

complaint also adds claims under the RICO act, but is still based on allegations that the games were illegal gambling and

falsely advertised. The Company’s response is due in April. The Company created a provision in the amount of USD 1,700

thousand, out of which the unused remaining balance amounts to USD 1,535 thousand, to the best belief of the Company’s

management, adequately reﬂects the ﬁnancial exposure for the Company as of December 31, 2025, and as of the date of

approval of these annual separate ﬁnancial statements for issue.

●

On November 13, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Coffee County Tennessee alleging that the

Company’s social casino games are unlawful gambling under Tennessee law. The lawsuit seeks to recover all amounts

paid by Tennessee residents to the Company in those games during the period beginning one year before the ﬁling of the

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

lawsuit (i.e. November 13, 2022) until the case is resolved. The Company does not agree with the allegations and requests

for relief made in the complaint and believes that there are meritorious legal and factual arguments supporting the

Company’s position. On December 21, 2023, the Company removed the case to the US District Court for the Eastern District

of Tennessee, and the case was subsequently remanded to the Circuit Court. On November 8, 2024, the Company ﬁled a

motion to compel arbitration and a motion to dismiss. On April 25, 2025, the Court issued an order granting the motion and

giving the plaintiff until August 29, 2025 to amend the complaint. The Company removed the case to the federal court on

September 29, 2025. On January 9, 2026, the Company ﬁeld a joint stipulation to arbitrate the case, and, on January 13,

2026, the Court granted the motion to compel arbitration. The case is stayed pending arbitration.

●

On August 22, 2024, a plaintiff ﬁled a complaint in the United States District Court for the Western District of Kentucky

Owensboro Division alleging that the Company’s social casino games are unlawful gambling under Kentucky law. The

lawsuit seeks to recover treble the total of all amounts paid by Kentucky residents to the Company in those games during

the period beginning ﬁve years before the ﬁling of the demand (i.e. August 22, 2019) until the case is resolved. On January

31, 2025, the Company ﬁled a motion to dismiss and a motion to compel arbitration. On May 27, 2025, the court denied

both motions with the right to reﬁle. On July 11, 2025, the Company ﬁled a renewed motion to compel arbitration and the

issues are fully briefed. On November 21, 2025, the Court directed the parties to ﬁle simultaneous briefs on the issue of

Article III standing. On December 22, 2025, the parties exchanged the briefs. As of the date of approval of these annual

separate ﬁnancial statements for issue, the parties are awaiting the judge’s decision on the standing issue. As of the date

of approval of these annual separate ﬁnancial statements for issue, the parties are awaiting the judge’s decision on the

motion. The Company does not agree with the allegations and requests for relief made in the complaint and believes that

there are meritorious legal and factual arguments supporting the Company’s position. As of the date of approval of these

annual separate ﬁnancial statements for issue, to the best of the Company's knowledge, the litigation is not expected to

have a material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

Except for the abovementioned proceedings, neither the Company nor any of its subsidiaries were, as at December 31, 2025, or

as at the date of approval of these annual separate ﬁnancial statements for issue, a party to any signiﬁcant court or arbitration

proceedings or before any public authority.

18.

Pledges and collaterals

During the reporting periods and till the date of issuing these ﬁnancial statements the Company did not enter in a pledge or

collateral agreement on its assets.

19.

Related party transactions

The table below presents aggregated balances of transactions with related parties during the reporting and comparative

periods.

Related parties

Sales to a

related party

Dividend income

Purchase from a related party

Huuuge Global Ltd

2025

7,071

40,000

789

2024

10,543

44,864

Huuuge Games Sp. z o.o.

2025

44,000

2024

55,958

Huuuge UK

2025

849

2024

2025

7,071

84,000

1,638

2024

10,543

100,822

The table below presents aggregated balances of transactions with related parties during the reporting and comparative

periods.

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

Related parties

As at

Trade receivables

from a related party

Other receivables

from a related party

Dividend receivables

from a related party

Trade liabilities

to a related party

Huuuge Global Ltd

Dec 31, 2025

2,396

Dec 31, 2024

710

44,864

Huuuge Digital Ltd.

Dec 31, 2025

Dec 31, 2024

Huuuge UK

Dec 31, 2025

254

Dec 31, 2024

131

Total as of December

31, 2025

2,396

120

256

Total as of December

31, 2024

710

131

44,864

The Company is the ultimate parent to its Group. Transactions between related parties took place on terms equivalent to those

that apply to transactions concluded on market terms.

The Company purchases certain advertisement services from third parties (mostly Facebook), which are subsequently

recharged to Huuuge Global Limited. For more information, please refer to Note 2.2

Key judgements and estimates

–

Model of

revenue recognition

The Company recognizes revenue when services are transferred to the customer, at a value that reﬂects the price expected by

the entity, in exchange for the transfer of those goods and services.

Therefore, total gross revenue in the years ended December 31, 2025 and December 31, 2024 amounted to USD 7,071 thousand

and USD 10,543 thousand respectively.

Cost of re-invoiced sales and marketing services in the year ended December 31, 2025 amounted to USD 6,094 thousand (USD

9,609 thousand in the year ended December 31, 2024), fully netted in the statement of comprehensive income. For more details

regarding revenue generated by game design and stewardship in the total amount of USD 977 thousand in the year ended

December 31, 2025 (USD 934 thousand in the year ended December 31, 2024) please refer to Note 3

Revenue and dividend

income.

In addition, related parties’ transactions include transactions with the management of the Company. For more details, please

refer to Note 20

Transactions with management of the Company

20.

Transactions with management of the Company

Transactions with management of the Company for the years ended December 31, 2025 and December 31, 2024 were as

follows:

Transactions with management of the Company

Year ended December 31, 2025

Year ended December 31, 2024

Base salaries

817

1,240

Share-based payments

162

350

Total

979

1,590

21.

Audit fees

Year ended December 31, 2025

Year ended December 31, 2024

Audit of ﬁnancial statements

262

258

Review of interim ﬁnancial statements

Other services

Total

357

354

Audit of ﬁnancial statements services consist of fees for the audit of separate ﬁnancial statements of Huuuge Inc., the audit of

the Group’s consolidated ﬁnancial statements prepared in accordance with IFRS, as well as the audit of separate ﬁnancial

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

statements of the Group’s subsidiaries prepared in accordance with local generally accepted accounting principles, to the extent

performed by the Group Auditor. Audit services performed for Huuuge Global Ltd. include standard tax compliance services.

Other services relate to the general tax compliance services, and trainings.

22.

Employment structure

As at December 31, 2025, there were no full-time employees, only contracts with the members of the Board of directors, as well

as Company’s executive management. As at December 31, 2024, there were no full-time employees, only contracts with the

members of the Board of directors, as well as Company’s executive management.

23.

Subsequent events

After December 31, 2025 and up to the date of approval of these separate ﬁnancial statements for issue no signiﬁcant events

except the following have occurred.

Electronically signed

Wojciech Wronowski

Oﬃcer of Huuuge Inc., CEO

March 19, 2026

Huuuge, Inc.

Separate ﬁnancial statements as at and for the year ended December 31, 2025

(all amounts in tables presented in thousand USD, except where stated otherwise)

HUUUGE, INC.

2300 W Sahara Ave.,

Suite #680, Mailbox #32,

Las Vegas, NV 89102

United States of America

CONTACT FOR INVESTORS

ir@huuugegames.com

https://ir.huuugegames.com

http://huuugegames.com