ISPD: 2025 Interim financial report

ISPD NETWORK S.A. AND

SUBSIDIARIES COMPANIES

Consolidated Interim Financial Statements as of

30 June 2025

ISPD NETWORK, S.A. AND SUBSIDIARIES

Interim Financial Statements Consolidated as of 30 June

2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 AS OF 30 JUNE 2025

(Expressed in euros)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF 30 JUNE 2025

(Expressed in euros)

ISPD NETWORK S.A. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2025

(Expressed in euros)

ISPD NETWORK, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE

INCOME FOR THE PERIOD ENDED 30 JUNE 2025

(Expressed in euros)

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

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

(Expressed in euros)

ISPD NETWORK, S.A. AND SUBSIDIARIES CONSOLIDATED

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

(Expressed in euros)

Index

         NOTE 1.       GROUP COMPANIES, MULTIGROUP AND ASSOCIATES                                        11

         NOTE 2.       BASIS OF PRESENTATION OF THE CONSOLIDATED INTERIM

                                      FINANCIAL STATEMENTS                                                                                              16

         NOTE 3.      EARNINGS PER SHARE                                                                                                   20

          NOTE 4.      SIGNIFICANT ACCOUNTING POLICIES                                                                     21

         NOTE 5.       GOODWILL FROM CONSOLIDATION                                                                         39

         NOTE 6.      TANGIBLE FIXED ASSETS                                                                                              42

         NOTE 7.      INTANGIBLE FIXED ASSETS                                                                                          44

         NOTE 8.      LEASES                                                                                                                                 45

         NOTE 9.       LONG-TERM AND SHORT-TERM FINANCIAL ASSETS                                          47

         NOTE 10.     NON-CURRENT AND CURRENT FINANCIAL LIABILITIES                                   49

          NOTE 11.     INFORMATION ON THE NATURE AND LEVEL OF RISK ARISING FROM

                                      FINANCIAL                                                                                                                          52

          NOTE 12.    CAPITAL AND RESERVES                                                                                               56

          NOTE 13.    TRANSLATION DIFFERENCES                                                                                      57

         NOTE 14.    R&D&I PROJECTS                                                                                                             58

          NOTE 15.     TAX POSITION                                                                                                                   60

          NOTE 16.    INCOME AND EXPENSES                                                                                                65

          NOTE 17.      PROVISIONS AND CONTINGENCIES                                                                         67

          NOTE 18.      ENVIRONMENTAL INFORMATION                                                                            67

          NOTE 19.   POST-CLOSING EVENTS                                                                                                  67

NOTE 20.    REMUNERATION, SHAREHOLDINGS AND BALANCES WITH THE BOARD

                                       OF DIRECTORS OF THE PARENT COMPANY                                                           68

          NOTE 21.    OTHER INFORMATION                                                                                                   69

          NOTE 22.    SEGMENT INFORMATION                                                                                              71

         NOTE 23.     RELATED PARTY TRANSACTIONS                                                                              75

          NOTE 24.    BUSINESS COMBINATIONS                                                                                            77

         NOTE 25.     FAIR VALUE MEASUREMENT                                                                                       80

ISPD NETWORK, S.A. AND SUBSIDIARIES

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

                           NOTE 1.          GROUP COMPANIES, MULTIGROUP AND ASSOCIATED COMPANIES

1.1) Parent company; general information and activity.

a. Incorporation and registered office

ISPD Network, S.A. (hereinafter the Parent Company), previously known as Antevenio,

S.A., was incorporated on 20 November 1997 under the name "Interactive Network,

S.L." in Spain, becoming a public limited company and changing its name to I-Network Publicidad, S.A. on 22 January 2001. Previously, on 7 April 2005, the General Shareholders' Meeting agreed to change the name of the Parent Company to Antevenio S.A. On 25 November 2021, the General Shareholders' Meeting agreed to change the name to ISPD Network S.A.

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

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

b. General information

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

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

c. Activity

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

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

d. Financial Year

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

1.2) Subsidiaries companies

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

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

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

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

(b)  Shareholding held by Digilant SA de CV

(c)   Shareholdings held by Blue Digital

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

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

(f)    Subsidiaries of B2Marketplace Holding SL.

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

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

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

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

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

No subsidiaries are excluded from the consolidation process.

The main characteristics of the subsidiaries are as follows:

NOTE 2. BASIS OF PRESENTATION OF THE CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

a) Application of International Financial Reporting Standards (IFRS)

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

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

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

•  Consolidated Statement of Financial Position.

•  Consolidated Income Statement.

•  Consolidated Statement of Comprehensive Income.

•  Consolidated Statement of Changes in Equity.

•  Consolidated Cash Flow Statement.

•  Consolidated Notes.

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

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

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

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

b) Faithfil image

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

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

c) Critical aspects of valuation and estimation of uncertainty

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

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

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

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

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

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

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

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

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

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

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

d) Classification of current and non-current items

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

e) Correction of errors

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

f) Comparative information

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

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

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

h) Operating company

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

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

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

NOTE 3. EARNINGS PER SHARE

Basic earnings per share

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

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

There are no differences between basic and diluted shares.

Diluted earnings per share

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

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

Dividend distribution:

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

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

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

a) Consolidation procedures

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

-   Power over the investee,

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

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

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

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

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

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

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

Loss of control (IFRS 10)

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

(a)  They are reached at the same time or one is contingent on the other.

(b)  They form part of a single transaction intended to achieve an overall commercial effect. (c) The realisation of one agreement depends on at least one of the other agreements occurring.

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

If a parent company loses control of a subsidiary:

a)      You Will need to derecognise he accounts:

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

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

b)      Recognise:

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

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

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

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

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

b) Harmonisation of items

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

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

c) First consolidation difference

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

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

4i).

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

d) Conversion differences

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

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

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

•         Equity at the historical     exchange rate.

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

Hyperinflationary economies:

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

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

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

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

e) Transactions between companies included in the scope of consolidation

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

f) Intangible assets

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

Industrial property

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

Computer applications

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

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

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

g) Tangible fixed assets

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

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

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

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

h) Goodwill

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

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

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

i) Impairment of intangible and tangible fixed assets and consolidation goodwill.

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

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

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

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

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

Other variables that influence the calculation of recoverable value are:

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

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

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

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

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

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

j) Leases and other similar transactions

The Group as lessee

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

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

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

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

Measurement and recognition of leases as a lessee

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

The Group depreciates right-of-use assets from the commencement date of the lease until the end of the useful life of the right-of-use asset or the end of the lease term, whichever is earlier. The Group also assesses the impairment of the right-of-use asset when there are such indicators.

At the commencement date, the Group measures the liability at the present value of the instalments outstanding at that date, discounted using the interest rate implicit in the lease agreement if that rate is readily available or the Group's incremental borrowing rate.

The instalments included in the measurement of the lease liability comprise fixed instalments (including in substance fixed instalments), variable instalments based on an index or interest rate, expected amounts, etc. payable under a residual value guarantee and payments arising from options that are reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in the fixed payments in substance.

When the lease liability is revalued, the corresponding adjustment is reflected in the right-ofuse asset, or in profit or loss for the period if the right-of-use asset has already been reduced to zero.

The Group has opted to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising an asset for right-of-use and a finance lease liability, the related payments are recognised as an expense in profit or loss on a straight-line basis over the lease term.

In the statement of financial position, right-of-use assets have been included in property, plant and equipment, and lease liabilities have been included in other current and non-current liabilities.

k) Financial instruments

k.1) Recognition and derecognition

Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows of the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, settled, cancelled or expires.

k.2) Classification and initial measurement of financial assets

With the exception of those accounts receivable that do not contain a significant financing component and are measured at transaction price in accordance with IFRS 15, all

financial assets are initially measured at fair value adjusted for transaction costs (if applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

-     Amortised cost.

-     Fair value through profit or loss (FVTPL).

-     Fair value through other comprehensive income (FVOCI).

In the periods presented, the Group has no financial assets classified as FVOCI.

The classification is determined by both:

-     The entity's business model for managing the financial asset.

-     The characteristics of the contractual cash flows of the financial asset.

All income and expenses related to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of receivables, which is presented within other expenses.

k.3) Subsequent measurement of financial

assets Financial assets at amortised cost

Financial assets are measured at amortised cost if they meet the following conditions (and are not designated as FVTPL):

-     They are held within a business model whose objective is to hold the financial assets and collect their contractual cash flows.

-     The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, they are measured at amortised cost using the effective interest method. Discounting is omitted when the effect of discounting is immaterial. Cash and cash equivalents, bonds, trade receivables and most other receivables of the Group are included in this category of financial instruments, as are listed bonds.

k.4) Impairment of financial assets

The impairment requirements in IFRS 9 use more forward-looking information to recognise expected credit losses – the expected credit loss (ECL) model.

The instruments included in the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contractual assets recognised and measured under IFRS 15, and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. The recognition of credit losses no longer depends on the Group first identifying a credit loss event. Instead, the Group considers a wider range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the instrument's future cash flows.

In applying this forward-looking approach, a distinction is made between:

-     Financial instruments that have not significantly deteriorated in credit quality since initial recognition or that have low credit risk ("first stage")

-     Financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ("second stage").

Stage 3 would cover financial assets that have objective evidence of impairment at the reporting date.

"Expected 12-month credit losses" are recognised for the first category, while "expected lifetime losses" are recognised for the second. "Credit losses" are recognised for the second category.

The measurement of expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Trade and other receivables and contractual assets

The Group uses a simplified approach to accounting for trade and other receivables and contractual assets and records the provision for losses as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any time during the life of the financial instrument. To calculate this, the Group uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using a provision matrix.

The Group collectively assesses the impairment of trade receivables, as they have shared credit risk characteristics and have been grouped based on days past due.

k.5) Classification and measurement of financial liabilities

The Group's financial liabilities include financial debt, trade creditors and other accounts payable.

Financial liabilities are initially measured at fair value and, where applicable, adjusted for transaction costs, unless the Group has designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method, except for derivatives and financial liabilities designated at FVTPL, which are subsequently measured at fair value with gains or losses recognised in profit or loss for the period.

All interest charges and, where applicable, changes in the fair value of an instrument that are reported in profit or loss for the year are included in finance costs or income.

There are no liabilities that are subsequently measured at fair value with changes in profit or loss.

l) Foreign currency

The items included in the financial statements of each of the Group companies are measured in their respective functional currencies. The Consolidated Interim Financial Statements are presented in euros, which is the functional and presentation currency of the Parent Company.

The conversion into the functional currency of items expressed in foreign currency is carried out by applying the exchange rate in force at the time of the corresponding transaction, and they are valued at the end of the financial year in accordance with the exchange rate in force at that time.

The companies comprising the Group record the following in their individual financial statements:

•        Transactions in currencies other than the functional currency carried out during the financial year at the exchange rates prevailing on the dates of the transactions.

•        The balances of monetary assets and liabilities in currencies other than the functional currency

(cash and items without loss of value when liquidated) according to the exchange rates at the end of the financial year.

•        The balances of non-monetary assets and liabilities in currencies other than the functional currency according to historical    exchange rates.

The gains and losses arising from these entries are included in the consolidated income statement.

m) Income tax

Until 2016, Group companies domiciled in Spain were taxed under the Special Tax Consolidation Regime, in the group headed by the Parent Company.

On 30 December 2016, a meeting of the Board of Directors was held at which it was reported that Inversiones y Servicios Publicitarios, S.L. ("ISP") holds 83.09% of the share capital of the Parent Company (see note 12), and that, pursuant to the provisions of Article 61.3 of Law 27/2014, of 27 November, on Corporation Tax, and due to the fact that the Parent Company had lost its status as the controlling entity of tax group number 0212/2013 as a result of ISP acquiring a stake in the Parent Company exceeding 75% of its share capital and voting rights, it was agreed to incorporate the companies of the ISPD Network Group to which it was applicable, with effect from the tax period beginning on 1 January 2017, as subsidiaries of tax group number 265/10, whose controlling entity is ISP.

The income tax expense for the year is calculated by adding the current tax, which results from applying the corresponding tax rate to the tax base for the year less any existing allowances and deductions, and the changes during the year in deferred tax assets and liabilities recorded. It is recognised in the Consolidated Income Statement, except when it corresponds to transactions that are recorded directly in equity, in which case the corresponding tax is also recorded in equity.

Deferred taxes are recognised for temporary differences existing at the date of the consolidated statement of financial position between the tax base of assets and liabilities and their carrying amounts. The tax base of an asset or liability is considered to be the amount attributed to it for tax purposes. The tax effect of temporary differences is included in the corresponding headings of "Deferred tax assets" and "Deferred tax liabilities" in the consolidated statement of financial position.

The Group recognises a deferred tax liability for all taxable temporary differences, except, where applicable, for the exceptions provided for in current regulations.

The Group recognises deferred tax assets for all deductible temporary differences to the extent that it is probable that the tax group will have future taxable profits that will allow these assets to be recovered, except, where applicable, for the exceptions provided for in current regulations.

At the end of each financial year, the Group assesses the deferred tax assets recognised and those that have not been previously recognised. Based on this assessment, any previously recognised asset is derecognised if its recovery is no longer probable, or any previously unrecognised deferred tax asset is recognised if it is probable that the Company will have future taxable profits that will allow its application.

Deferred tax assets and liabilities are measured at the tax rates expected at the time of their reversal, in accordance with current regulations and in line with how the deferred tax asset or liability is reasonably expected to be recovered or paid.

Deferred tax assets and liabilities are not discounted and are classified as non-current assets and liabilities, regardless of the expected date of realisation or settlement.

The amounts payable/receivable for corporation tax for the year, as the consolidated group belongs to a tax group, will not be settled with the public authorities, but will be settled with the parent company of the tax group to which it belongs.

n) Revenue and expenses

IFRS 15 establishes that revenue is recognised in a manner that represents the transfer of goods and services committed to customers for an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. Revenue is recognised when the customer obtains control of the goods or services.

In accordance with the new criteria, a five-step model must be applied to determine when revenue should be recognised and its amount:

•            Step 1: Identify the contract

•            Step 2: Identify the performance obligations in the contract

•            Step 3: Determine the transaction price

•            Step 4: Allocate the transaction price among the obligations in the contract •    Step 5: Recognise revenue as the contract obligations are fulfilled

This model specifies that revenue should be recognised when (or as) an entity transfers control of goods or services to a customer, and for the amount that the entity expects to be entitled to receive. Depending on whether certain criteria are met, revenue is recognised either over a period of time, reflecting the entity's fulfilment of the contractual obligation, or at a point in time, when the customer obtains control of the goods or services.

The total transaction price of a contract is allocated to the various performance obligations on the basis of their relative stand-alone selling prices. The transaction price of a contract excludes any amounts collected on behalf of third parties.

Ordinary income is recognised at a point in time or over time when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.

The Group recognises liabilities for contracts received in relation to unfulfilled performance obligations and presents these amounts as other liabilities in the statement of financial position. Similarly, if the Group satisfies a performance obligation before receiving consideration, the Group recognises a contractual asset or receivable in its statement of financial position, depending on whether more than the passage of time is required before the consideration is due.

On the other hand, IFRS 15 requires the recognition of an asset for those incremental costs incurred to obtain contracts with customers, which are expected to be recovered, amortised systematically in the Consolidated Income Statement to the same extent as the revenue related to that asset is recognised.

Operating expenses are recognised in the income statement for the period when the service is used or when they are incurred.

The ISPD Network Group is mainly engaged in digital media trading, more specifically performance and brand marketing. The Group has identified the performance obligations of this main activity, which is the achievement of the KPIs set by the customer, which can be measured in leads, clicks, views, etc. in the different media used. The Group determines the price of these obligations at the time it defines the contractual characteristics of each contract with each specific client, assigning the price to the performance obligations described above. Likewise, the Group recognises the income from each contract at the time these performance obligations are fulfilled and acceptance is obtained from the client, at which point payment is usually due. There are no significant outstanding performance obligations, as most contracts with customers have an initial expected duration of one year or less. In addition, the credit granted by the Group to its customers is based on their specific characteristics and creditworthiness.

o) Provisions and contingencies

In preparing the Consolidated Interim Financial Statements, the directors of the parent company differentiate between:

1)             Provisions: credit balances covering current obligations arising from past events, the settlement of which is likely to result in an outflow of resources, but which are uncertain in terms of amount and/or timing.

2)             Contingent liabilities: possible obligations arising from past events, the future materialisation of which is conditional on the occurrence or non-occurrence of one or more future events beyond the Group's control.

The Consolidated Interim Financial Statements include all provisions for which it is estimated that the probability of having to meet the obligation is greater than the opposite, and they are recorded at the present value of the best possible estimate of the amount necessary to settle or transfer the obligation to a third party. Contingent liabilities are not recognised in the Consolidated Interim Financial Statements, but are disclosed in the notes to the financial statements.

Provisions are valued at the end of the financial year at the present value of the best possible estimate of the amount necessary to settle or transfer the obligation to a third party, with any adjustments arising from the revaluation of these provisions being recorded as a financial expense as they accrue. In the case of provisions with a maturity of less than or equal to one year, and where the financial effect is not significant, no discount is applied.

The compensation to be received from a third party at the time of settling the obligation is not deducted from the amount of the debt, but is recognised as an asset if there is no doubt that such reimbursement will be received.

p) Deferred income

Non-repayable capital grants, as well as donations and legacies, are valued at the fair value of the amount granted or the asset received. They are initially recorded under "Deferred income" on the liabilities side of the Consolidated Statement of Financial Position and are recognised in the Consolidated Income Statement in proportion to the depreciation incurred during the period on the assets financed by these grants, except in the case of non-depreciable assets, in which case they shall be allocated to the result for the financial year in which they are disposed of or written off.

Refundable subsidies are recorded as long-term or short-term debts (depending on the repayment term) convertible into subsidies until they become non-refundable.

Operating subsidies are credited to the results for the financial year at the time they are accrued.

q) Environmental assets

Due to its activity, the Group does not have any significant assets included in property, plant and equipment that are intended to minimise environmental impact and protect and improve the environment, nor has it received any subsidies or incurred any expenses during the financial year for the purpose of protecting and improving the environment. Furthermore, the Group has not made any provisions to cover risks and expenses for environmental actions, as it considers that there are no contingencies related to the protection and improvement of the environment.

r) Related party transactions

Transactions between related parties, regardless of the degree of relatedness, are accounted for in accordance with general rules. Consequently, in general, the items involved in the transaction are initially recognised at fair value. If the price agreed in a transaction differs from its fair value, the difference is recorded in accordance with the economic reality of the transaction. Subsequent measurement is carried out in accordance with the relevant standards.

s) Equity-settled payments

The goods or services received in these transactions are recorded as assets or expenses according to their nature at the time of acquisition, and the corresponding increase in equity, if the transaction is settled with equity instruments, or the corresponding liability, if the transaction is settled with an amount based on their value.

Transactions with employees settled with equity instruments, both the services rendered and the increase in equity to be recognised, are measured at the fair value of the equity instruments transferred, referred to the date of the grant agreement.

Stock option plans are measured at fair value (see note 4w) at the initial grant date using a generally accepted financial calculation method, which, among other things, considers the option exercise price, volatility, exercise period, expected dividends and risk-free interest rate.

t) Cash flow statement

The consolidated cash flow statement has been prepared using the indirect method, and the following terms are used with the meanings indicated below:

•      Operating activities: activities that constitute the Group's ordinary income, as well as other activities that cannot be classified as investing or financing activities.

•      Investing activities: activities involving the acquisition, disposal or other means of disposing of long-term assets and other investments not included in cash and cash equivalents.

•      Financing activities: activities that result in changes in the size and composition of net equity and liabilities that are not part of operating activities.

u) Business combinations

On the acquisition date, the identifiable assets acquired and liabilities assumed are recorded at their fair value, provided that such fair value can be measured with sufficient reliability, with the following exceptions:

-          Non-current assets classified as held for sale: recognised at fair value less costs to sell.

-          Deferred tax assets and liabilities: these are measured at the amount expected to be recovered or paid, based on the tax rates that will apply in the financial years in which the assets are expected to be realised or the liabilities paid, in accordance with the regulations in force or those approved but pending publication at the acquisition date. Deferred tax assets and liabilities are not discounted.

-          Assets and liabilities associated with defined benefit pension plans: these are recognised at the acquisition date at the present value of the promised benefits less the fair value of the assets allocated to the commitments with which the obligations will be settled.

-          Intangible assets whose valuation cannot be made by reference to an active market and which would involve the recognition of income in the income statement: these have been deducted from the negative difference calculated.

-          Assets received as compensation for contingencies and uncertainties: these are recorded and valued consistently with the item that gives rise to the contingency or uncertainty.

-          Reacquired rights recognised as intangible assets: these are valued and amortised on the basis of the remaining contractual period until their expiry.

-          Obligations classified as contingencies: these are recognised as a liability at the fair value of assuming such obligations, provided that the liability is a present obligation arising from past events and its fair value can be measured with sufficient reliability, even if it is not probable that an outflow of economic   resources will be required to settle the obligation.

The excess, at the acquisition date, of the cost of the business combination over the corresponding value of the identifiable assets acquired less the liabilities assumed is recognised as goodwill.

If the amount of the identifiable assets acquired less the liabilities assumed has been greater than the cost of the business combination, this excess has been recognised in the income statement as income. Before recognising this income, a reassessment has been made to determine whether the identifiable assets acquired and liabilities assumed, as well as the cost of the business combination, have been identified and measured.

Subsequently, the liabilities and equity instruments issued as the cost of the combination and the identifiable assets acquired and liabilities assumed are recognised in accordance with the relevant recognition and measurement rules depending on the nature of the transaction or asset.

v) Own equity instruments (treasury shares)

The parent company's own shares acquired by the Group are recognised, as a reduction in equity, at the value of the consideration given in exchange. The results arising from the purchase, sale, issue or redemption of own equity instruments are recognised directly in equity, without any result being recognised in the consolidated income statement.

w) Fair value measurement of financial instruments

Financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined on the basis of the observability of significant inputs to the measurement, as indicated below:

-           Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

-           Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

-           Level 3: inputs that are not observable for the asset or liability.

There were no transfers between Level 1 and Level 2 in 2025 or 2024.

                           NOTE 5.          CONSOLIDATION GOODWILL

The breakdown of the consolidation goodwill is as follows:

(*) In accordance with IFRS 3 - Business Combinations, the Company has a period of up to 12 months from the acquisition date to definitively determine the amount of the Consolidation Goodwill (CGC). In this context, in 2023 and 2024, corrections were made to the CGC arising from the acquisition of Rocket, given that, within this measurement period, a complete acquisition of the shares and a merger between Rocket and ISPD Italia took place. In addition, during the 2024 financial year, Rocket PPC was absorbed by ISPD Italia SRL (see note 24).

(**) The company Foreseen Media S.L. was merged during the 2021 financial year with the subsidiary Rebold Marketing, S.L.U. During the 2024 financial year, the goodwill resulting from the acquisition of Foreseen Media S.L. was derecognised.

Each goodwill arose from the acquisition of each of the group companies. The directors have defined each of the companies as a cash-generating unit (CGU) as detailed in note 24.

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

The recoverable amount of each company's goodwill has been determined based on management's estimates of its value in use. To make these estimates, the cash flows of each company have been projected over the next five years and extrapolated using a growth rate determined by management. The present value of the expected cash flows of each company is determined by applying an appropriate WACC rate that reflects the current situation of the time value of money and the specific risks of each company. The key assumptions made in these earnings and cash flow projections that influence the calculation of recoverable value are:

•   Discount rate to be applied, calculated between 9% and 14%, the main variables influencing its calculation being the cost of liabilities and the specific risks of the assets, as well as those derived from the country and business.

•   Cash flow estimates have been made based on past returns, taking into account the industry trends described below.

•   A perpetuity rate of approximately 2.5%, reflecting the long-term average growth of the industry.

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

In preparing the estimates used to analyse the key assumptions used in the calculations of value in use and sensitivity to changes in assumptions, the impact of new AI technologies on market growth, the increase in the average ticket size of our customers, the synergies derived from the different business units, the upward trend in prices, interest rate rises and the crazy economic situations in each of the countries that may have had an impact on the main assumptions. Specifically:

1.      Gross margins: Forecast gross margins have been reduced, taking into account the lower margin of customers with higher average ticket sizes, the effect of increased competition, the increase in supplier prices not passed on to sales prices, and the decrease in disposable income of households as end users.

2.      Growth rates: With regard to this variable, consideration has been given to the impact of new AI technologies on market growth, the increase in the average ticket per customer, the synergies derived from the different business units, the upward trend in prices, interest rate rises and the crazy situations in each of the countries, which may affect the evolution of final demand.

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

The Group has performed a sensitivity analysis of the assumptions used in estimating the fair value of these assets, altering these estimates (discount rate and growth rate) by +/-2%. This sensitivity analysis would result in an insignificant change in the fair value of these assets that would not alter the conclusions reached by the Group.

During the 2025 financial year, the company Marketing Manager Servicios de Marketing S.L.

was sold, resulting in the derecognition of this consolidation goodwill. (see note 24).

In 2024, as a result of the merger between ISPD Italia and Rocket PPC, this consolidation goodwill was derecognised. 

During the 2023 financial year, new goodwill of €2,559,328 was recognised as a result of the acquisition of Rocket PPC, a company domiciled in Italy, based on the best possible estimate by the management of the Parent Company. During the 2024 financial year, as a result of the merger between ISPD Italia and Rocket PPC, this consolidation goodwill was derecognised (see note 24).

                           NOTE 6.          TANGIBLE FIXED ASSETS

The balances and changes during the first six months of 2025 and 2024 in gross values, accumulated depreciation and valuation adjustments are as follows:

Accumulated amortisation:                                                                                  

 Technical installations,

machinery, tools, equipment           (2,421,449)           (202,704)              85,301    10,324                    (2,528,528) and other tangible assets

                  Right of use                                       (797,489)         (439,543)              404,185           1,271.56                                    (831,575)

The amount of the right-of-use asset at 30 June 2025 is EUR 1,897,045 (EUR 1,871,812 in 2024) with an amortisation expense for this asset amounting to EUR 227,021 (EUR 439,543 in 2024). The balance recorded refers to the office leases contracted by the Group, which must be capitalised under IFRS 16 (see note 8).

Impairment tests in relation to this right of use have not given rise to any impairment in the group.

The gross value of the items in use that are fully amortised is as follows:

All of the Group's tangible fixed assets are used for operational purposes, are duly insured and are not subject to any type of encumbrance.

The net book value of property, plant and equipment located outside Spain amounted to

€165,717 at 30 June 2025 (€153,026 at 31 December 2024).

As at 30 June 2025 and 31 December 2024, there were no firm commitments to purchase property, plant and equipment.

The Group's policy is to take out insurance policies to cover the potential risks to which the various items of its property, plant and equipment are subject. As at 30 June 2025 and 31 December 2024, the Group's assets are insured under an insurance policy. The Group's directors consider that this policy provides sufficient cover for the risks associated with property, plant and equipment.

                           NOTE 7.           INTANGIBLE FIXED ASSETS

The balances and changes during the first six months of 2025 and 2024 in gross values, accumulated amortisation and valuation adjustments are as follows:

*The amount of internally developed assets corresponds to those developed in Spain, amounting to 649,404 euros.

The net book value of intangible fixed assets (including goodwill) located outside Spain amounted to €2,022,038 at 30 June 2025 (€2,336,198 at 31 December 2024).

The goodwill was recognised as a result of the business combination arising from the merger between ISPD Italia and Rocket (see note 24).

The accumulated amortisation of goodwill corresponds mainly to the Presstraking customer portfolio at Rebold Communication.

The gross value of the items in use that are fully amortised is as follows:

NOTE 8. LEASES

The charge to income for the first six months of 2025 and for the 2024 financial year in respect of leases amounted to €457,491 and €908,468, respectively (see note 16 d).

The Group has recognised those minimum future payment commitments corresponding to noncancellable leases based on the adoption of IFRS 16, as detailed in note 2 (see notes 7 and 10.1).

The main leases correspond to offices in Spain and the US and, to a lesser extent, to office leases in Italy and Mexico.

As at 30 June 2025, the breakdown of leases recorded under IFRS 16 is as follows:

As at 31 December 2024, the breakdown of leases recorded under IFRS 16 is as follows:

d

                                                                                         2024 ISPD Italia S.R.L.                199,875    33,483      (65,231)   (134,644) (6,006)      (39,489)

The classification by maturity of the debt associated with these assets is as follows:

These maturities are included in the maturities described in note 10.2 under the heading Other long-term and short-term debts.

                           NOTE 9.          LONG-TERM AND SHORT-TERM FINANCIAL ASSETS  

Financial assets are recognised at amortised cost, with no financial assets recorded at fair value through profit or loss or other comprehensive income, as in the previous year.

The breakdown of long-term financial assets is as follows:

The breakdown of short-term financial assets is as follows:

The carrying amount of loans and receivables is considered a reasonable approximation of their fair value.

9.1) Cash and other liquid assets

This heading includes the fully liquid portion of the Group's equity and consists of cash on hand and in banks, as well as short-term bank deposits with an initial maturity of three months or less. These balances are not subject to restrictions on their availability or to risks of changes in value.

The breakdown of these assets is as follows:

Cash and cash equivalents in foreign companies as at 30 June 2025 amounted to €5,196,141 (€6,276,757 as at 31 December 2024).

9.2) Loans and receivables

This heading is composed of the following items, in euros:

                       Guarantees and deposits                                   166,971                             135,474                                 156,589                

                       Other assets                                                                          1,920,615                                 494,621                               327,934

The breakdown of the Customers heading is as follows:

Almost all of the balances held by customers for commercial transactions correspond to accounts receivable for contracts executed with customers.

The variations arising from impairment losses due to credit risk by class of financial assets were as follows:

                       Customers        (3,263,502)           (818,730)             417,208               365,708             113,362     (3,185,953)           (211,244)                 4,174             (101,707)               34,559                                   (3,460,171)

The Group records the movements of these adjustments under the heading "Impairment of current assets" in the Consolidated Income Statement. During the first half of 2025, an impairment loss of €211,244 was recognised for commercial operations, in line with the company's risk policy (€818,730 in 2024).

9.3) Classification by maturity

The majority of long-term financial assets mature in less than five years.

                           NOTE 10.       NON-CURRENT AND CURRENT FINANCIAL LIABILITIES

The breakdown of long-term financial liabilities at amortised cost classified by category is as follows:

Debts and

The breakdown of short-term financial liabilities at amortised cost classified by category is as follows:

The amount of financial liabilities recorded at amortised cost approximates their fair value.

10.1) Debts and payables

The breakdown as at 30 June 2025, 31 December 2024 and 30 June 2024 is as follows:

                       Group company suppliers                                                    1,859,514                                     1,869,123                                     1,846,758

                       Fixed asset suppliers                                                               35,492               1,797                  39,372                     4,657            40,149

                       Creditors                                                                          11,536,431                                    15,057,132                                   10,177,649

                       Advances from customers                                                        87,210                                        227,997                                       212,202

(1)   The heading "Other debts" refers to long-term debts with the Centre for Industrial    Technological Development (CDTI) and the impact of IFRS 16. See note 14. An amount of €825,931 is also reflected in the short term, corresponding to the financial liability generated by business combinations.

(2)   The amount included under Debts with credit institutions mainly corresponds to ICO loans and credit facilities and other sources of short-term financing.

The financial expenses associated with liabilities recorded at 30 June 2025 amount to €630,662 (€671,226 in 2024).

10.2)  Classification by maturity

The breakdown by maturity of the various long-term financial liabilities with fixed or determinable maturities at 30 June 2025 is as follows:

The breakdown by maturity of the various long-term financial liabilities (debts with credit institutions and other debts) with a fixed or determinable maturity at the end of the 2024 financial year is as follows:

NOTE 11.           INFORMATION ON THE NATURE AND LEVEL OF RISK ARISING FROM FINANCI STRUMENTS

The Group's activities are exposed to different types of financial risks, primarily credit risk, liquidity risk and market risk (exchange rate, interest rate and other price risks).

Interest rate risk

The company is financed through CDTI loans, where the non-repayable portion is accompanied by very low fixed rates, through internal financing with fixed interest rates, through ICOS loans, most of which have fixed interest rates and are therefore not subject to market volatility, and by current policies whose use is restricted to the short term and therefore with little exposure to Euribor variability.

Exchange rate risk

The financing of long-term assets denominated in currencies other than the euro is attempted to be carried out in the same currency in which the asset is denominated. This is especially true in the case of acquisitions of companies with assets denominated in currencies other than the euro.

Exchange rate risk arises mainly from sales in foreign currencies, primarily US dollars and

Mexican pesos. The net result of exchange differences shows a net loss of €20,126 as at 30 June 2025 and a net loss of €218,577 as at 31 December 2024.

Liquidity risk

The global economic situation continues to face significant challenges, which could impact the company's liquidity. Factors such as tightening monetary policies in various regions and widespread inflationary pressures are affecting both financial markets and the availability of credit. These factors, combined with volatility in commodity prices and geopolitical tensions, could lead to increased financing costs or difficulties in accessing sources of short- and longterm liquidity. Against this backdrop, the group maintains prudent cash management and has adopted mitigation measures to ensure sufficient cash flow to meet its financial obligations in adverse scenarios.

In particular, we can summarise the points to which we pay the most attention:

Liquidity of monetary assets: surplus funds are always placed in very short-term, highly available instruments. As at 30 June 2025, cash and cash equivalents amounted to €5,196,141 (€6,531,325 as at 31 December 2024).

At the end of 2023, with the aim of financing investment projects in the ISPD group, financing options were agreed with Cofides, which in 2024 provided the company with a loan of €588,000 from the Fund for Foreign Investments to finance the acquisition of 51% of Rocket PPC, an Italian company specialising in digital advertising and web analytics.

Working capital was negative at 30 June 2025 in the amount of €7,663,125 and negative in the amount of €3,180,527 at 31 December 2024.

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

Indebtedness: In line with the evolution of working capital, the increase in external financing has been a strategic decision aimed at strengthening our financial position and taking advantage of growth opportunities. Access to external sources of financing, under favourable conditions, has allowed us to maintain the necessary operational flexibility without compromising the company's liquidity. This approach has facilitated the obtaining of resources for reinvestment in key projects, boosting our capacity for innovation and expansion. The increase in external financing has been carried out within controlled debt parameters, thus ensuring a balanced balance sheet that supports our long-term growth ambitions.

Credit risk

The Group does not have a significant concentration of credit risk, with exposure distributed among a large number of counterparties and customers.

The Group's main financial assets are cash and cash equivalents, trade and other receivables, and investments, which represent the Group's maximum exposure to credit risk in relation to financial assets.

The Group continuously monitors the credit quality of its customers through credit rating measurements. Where possible, external credit ratings and/or reports on customers are obtained and used. The Group's policy is to deal only with creditworthy counterparties. Credit terms range from 30 to 90 days. Credit terms negotiated with customers are subject to an internal approval process that takes into account credit rating scores. Ongoing credit risk is managed through regular review of ageing analysis, together with customer credit limits.

Trade receivables comprise a large number of customers in various sectors and geographical areas.

The Group's maximum exposure to credit risk is equal to the carrying amount of the financial assets recognised in the consolidated balance sheet (see note 9) at the closing date, less the accumulated impairment at the closing date on those assets. Impairment losses on financial assets and contractual assets recognised in the income statement for the year are described in the corresponding note.

Competition risk

The ISPD Network Group operates in a constantly evolving market with high growth rates. Despite the entry of new competitors into the market, the Group is confident that its more than twenty years of experience, as well as its established position and reputation, will enable it to maintain its leadership position.

Likewise, the Group has expanded its services over the years through acquisitions and the integration of other companies, such as Rebold. This has allowed it to diversify its offering and improve the quality of its services. As a result, the Group is confident that it will continue to occupy a prominent position in the market.

The ISPD Network Group relies on its experience, reputation, expansion of services and quality to maintain its leading position despite competition in a constantly changing and growing market.

Customer and Supplier Dependency Risk

The risk of dependence on customers and suppliers is limited, as none of them have a significant weight in the turnover or are very long-term contracts.

Its customers include media agencies that in turn work with numerous advertisers, which further dilutes the risk of dependence on customers.

With regard to technology suppliers, the risk is small since the services provided by these companies are offered by other players who compete with them and could therefore offer ISPD Network the same services.

Key Personnel Risk

One of the main assets of the ISPD Network Group is that it has been able to assemble a team of key individuals and executives in strategic positions within the Group.

Personal Data Processing Risk

The ISPD Network Group carries out personal data processing activities in the ordinary course of its business at , both as a Data Controller and as a Data Processor.

The ISPD Network Group is deeply aware of the importance of regulations affecting personal data, privacy and commercial communications, and devotes significant resources and efforts to achieving maximum compliance.

The regulatory framework affecting the company's activity and operations consists of the following regulations:

•     Regulation (EU) 2017/679 of the European Parliament and of the Council of 27 April

2017 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

•     Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights and Legislative Decree No. 196 of 30 June 2003, updated as the "Codice in materia di protezione dei dati personali" in Italy.

•     Law 34/2002, of 11 July, on Information Society Services and Electronic  Commerce.

•     Guides, guidelines and other relevant materials published by the Spanish Data Protection Agency (AEPD), the CNIL, the Garante della Privacy and the European Data Protection Board (EDPB).

•     Law 34/1988, of 11 November, on Advertising.

•     Specific regulatory and normative provisions applicable to advertising (such as Circular 1/2022, of 10 January, of the National Securities Market Commission, relating to advertising on crypto-assets presented as investment objects, or Circular 1/2023 on the protection of personal data and privacy in relation to unsolicited communications, including the right not to receive unwanted calls from the AEPD, among others).

•     Applicable legislation in the United States (such as the California Consumer Privacy Act – CCPA– ) and various Latin American countries where the group has a presence.

The ISPD Network Group has implemented processes and deployed procedures to comply with current and applicable regulations, also taking into account regulations whose approval may be imminent, through the creation and implementation of a privacy management system (PMS) and its continuous monitoring and management by the Legal and Privacy team.

The ISPD Network Group has duly appointed an internal DPO for its European companies, who carries out their activities in accordance with the Regulations, providing advice in relation to them and promoting and managing compliance activities.

The ISPD Network Group is aware of the growing regulation affecting the digital marketing business and therefore maintains external advice from the Deloyers law firm to promote regulatory compliance, develop projects such as privacy by design or Privacy Impact Assessments, assist in the management of data subjects' rights and collaborate in the event of an incident, among other tasks, within the framework of the group's European companies. The US and Latin American subsidiaries also have the support of external advisors in this area, in addition to the support of the ISPD Group's legal and privacy team.

The Privacy Management System is structured around a regulatory framework, a consolidated team, regular risk reporting systems and the use of a renowned privacy management technology platform, OneTrust.

NOTE 12.      CAPITAL AND RESERVES

The breakdown of consolidated equity is as follows:

12.1) Share capital

Until 4 September 2020, the share capital of the Parent Company was represented by 4,207,495 shares with a par value of €0.055 each, fully subscribed and paid up. On that date, the Parent Company's share capital was increased through non-monetary contributions amounting to €587,607, consisting of all the shares into which the share capital of Rebold Communication, S.L.U. is divided, made by its owner, ISP Digital, S.L.U. through the issue and circulation of 10,683,767 new shares, represented by book entries with a nominal value of €0.055, which were created with an issue premium of €1.2902184 per share, the total amount of the premium being

€13,784,393.

Consequently, the total disbursement amounted to €14,372,000.

The share capital as at 30 June 2025 and 31 December 2024   is represented by 14,891,262 shares with a nominal value of €0.055 each.

The shareholders with direct or indirect holdings in the share capital as at 30 June 2025 and 31 December 2024 are as follows:

12.2) Reserves of the Parent Company

The use of the legal reserve is restricted, as determined by various legal provisions. In accordance with the Capital Companies Act, commercial companies that, under this legal form, obtain profits are obliged to allocate 10% of these profits to the reserve until the reserve fund reaches one-fifth of the subscribed share capital. The legal reserve is used to offset losses or increase capital by the amount exceeding 10% of the capital already increased, as well as to distribute it to shareholders in the event of liquidation. As at 30 June 2025 and 31 December 2024, the legal reserve has not been fully allocated.

12.4) Voluntary Reserves

These are freely available reserves generated by the Parent Company as a result of undistributed profits from previous years.

12.5) Distribution of dividends

During the first six months of 2025 and the 2024 financial year, no dividends were distributed to companies outside the scope of consolidation.

12.6) Capital management

The Group's objective in terms of capital management is to maintain an optimal financial structure that reduces the cost of capital while ensuring the ability to continue managing its operations, always with the aim of growth and value creation. This objective of the Group has not been formally established, nor have any parameters been set by the Board of Directors.

The main sources used by the Group to finance its growth are:

-   The cash flow generated by the Group.

-   Cash available at year-end.

-   The availability of leverage.

The capital structure is controlled through the leverage ratio, calculated as net financial debt over net equity. The Group has loans and other products with financial institutions amounting to €12.6 million.

12.7) Treasury stock

On 23 December 2021, the parent company of the group acquired a total of

150,000 treasury shares at a price of 3.80 euros, for a total of 570,000 euros. On 22 January 2022, a further 25,000 shares were purchased at the same price, for a total amount of €95,000, bringing the total amount of treasury stock as at 31 December 2022 to €665,000, which has remained unchanged since then.

NOTE 13. CONVERSION DIFFERENCES

The movement in the balance of this heading from 31 December 2024 to 30 June 2025 was as

follows:

Translation differences are generated by companies domiciled abroad with a functional currency other than the euro. Specifically, these currencies are mainly the Argentine peso, the US dollar, the Colombian peso and the Mexican peso.

                           NOTE 14.       R&D&I PROJECTS

Mamvo Performance S.L. Oliva Platform Project

In 2022, the company submitted an application to the Centre for Industrial Technological Development (CDTI) for a grant to collaborate in the development of this Research and Development project. The aim of the project is to design and develop a data acquisition and enrichment architecture, allowing the integration of current value modules available in MAMVO while developing other necessary modules to build the prototype platform with data intelligence extraction. This solution will enable a rapid and flexible response to market needs, resolve issues that currently require manual work, and address issues that are currently unresolved due to the complexity of extracting the information.

The total amount of aid granted is €719,347, corresponding to 69.53% of the project budget, with a non-repayable tranche of €158,256 and a repayable tranche of €561,091 in the form of a loan at an annual interest rate of 3.337%.

The first payment was received on 28/06/2023 for a total amount of €250,000, of which €55,000 was allocated as a grant and €195,000 as a loan.

During the 2024 financial year, a second payment was received on 14/06/2024 for a total amount of €210,633, of which €46,339 was allocated as a grant and €164,294 as a loan.

On 19 June 2025, the loan modification deed was signed, modifying the aid received to

€770,898, of which €601,300 corresponds to the repayable tranche and €169,597 to the nonrepayable tranche.

ISPD Network S.A. Luciérnaga Project

ISPD Network SA has developed a delivery data platform for €698,500 that optimises the organisation and structures of audiences and media on a 360-degree platform. Throughout 2024, the company continued to develop and improve the platform, reaching an additional investment of €1,531,938 (see note 7).

ISPD Network S.A. Future Tools Project

During 2023, it contracted the services of Tagsonomy S.L. (DIVE) for the development of an AI-based digital product, the "Future Tools" project. This is a turnkey project consisting of four simulators that will measure the impact of ISPD's value proposition on the P&L of its current and future customers. This product will give the group's executives a clear competitive advantage during commercial activities. The final expenditure in 2023 for this project was €400,000, and it was activated in 2024.

Mamvo Performance S.L. AV Project

In 2025, the company submitted an application to the Centre for Industrial Technological Development (CDTI) for a grant to collaborate in the development of this Research and Development project. The aim of the project is to research new audiovisual content analysis technologies for interpreting complex information.

The amount of the loan granted by the CDTI amounts to a maximum of €674,941, which corresponds to 53.17% of the project budget, with a non-repayable tranche of €222,730 and a repayable tranche of €452,210 as a loan at an annual interest rate of 2.398%.

The first payment was received on 14/05/2025 for a total amount of €300,000, representing 44.45% of the aid granted, of which €98,042 was allocated as a grant and €201,958 as a loan.

B2Marketplace Ecommerce Consulting Group, S.L.  OPEN ADS Project  

During 2025, the company has been working on the OPEN ADS project: Strategic optimisation of investment in Amazon sponsored ADS and DSP, for which it has applied for aid from the CDTI. The aim of this project is to develop a platform that automates advertising allocation, using machine learning techniques , and artificial intelligence.

The total budget for the project amounts to €539,551, with 51.49% of the budget approved for funding, representing €277,815, of which €186,136 corresponds to the repayable portion in the form of a loan at an annual interest rate of 2.143% and €91,679 corresponds to the nonrepayable portion.

                           NOTE 15.         FISCAL SITUATION

The breakdown of the balances held with the Public Administrations is as follows:

                    (**) Amounts recorded in non-current assets and liabilities in the Consolidated Statement.

Since 2017, the group has been part of tax group 265/10, whose parent company is Sociedad Inversiones y Servicios Publicitarios, S.L. ("ISP").

The consolidated group's corporate income tax expense is calculated as the sum of the tax expense of each of the companies. Taxable bases are calculated based on the profit for the year, adjusted for temporary differences, permanent differences and tax losses carried forward from previous years.

Corporate income tax is calculated by applying the tax rates in force in each of the countries where the group operates. The main rates are:

(*) Average of taxes accrued in Italy

(**) There is no single rate. These are sums of federal taxes

(***) 10% SMEs 27% Other companies

(****) PTU 10%, IS 30%

(*****) Tax rate increase during 2024

The breakdown of corporate tax expenditure, distinguishing between current tax and deferred tax, is as follows:

In accordance with current legislation, tax loss carryforwards may be offset against tax profit carryforwards in accordance with the legislation of each country.

As at 30 June 2025, the group has the following recognised tax credits to offset against future results:

There is no time limit for the statute of limitations on tax credits

Deferred taxes

The evolution of deferred tax assets and liabilities in the first six months of 2025 and 2024 was as follows:

As established in the accounting policies, the Group only recognises deferred tax assets in the consolidated statement of financial position, provided that they are recoverable within a reasonable period of time, also taking into account the legal limitations on their application. Specifically, the requirements of the applicable financial reporting framework for recognising a tax credit are as follows:

-                 It is probable that the Group will have sufficient future taxable income to utilise these tax credits.

-                 It is not considered probable that sufficient future taxable profits will be available when:

•        Their future recovery is expected to occur, regardless of the nature of the tax    credit.

•        It is    not probable that the requirements of the tax law for recovery will be met at the time when it is estimated that they can be recovered.

To verify the recoverability of tax credits pending offsetting, the Group draws up a business plan for each of the companies with tax credits, to which the necessary adjustments are made to determine the future taxable profits with which to offset these tax credits. In addition, the Group considers the limitations on the offsetting of tax bases established by the respective jurisdictions. The Group also assesses the existence of deferred tax liabilities with which to offset these tax losses in the future. In preparing the projections in the business plans, the Group considers the financial and macroeconomic circumstances appropriate to the entity's own operating environment. Parameters such as expected growth, use of installed production capacity, prices, etc., are projected taking into account forecasts and reports from independent experts, as well as historical data and the objectives set by the Board of Directors ( Dirección). An estimate has been made for the tax credits of each jurisdiction separately, adjusting the calculation parameters to the tax regulations of each jurisdiction applicable to each of them.

Deferred tax assets have been recorded in the Consolidated Statement of Financial Position because the Directors consider that, based on the best estimate of the future results of the companies that form part of the Group, including certain tax planning actions, it is likely that these assets will be recovered.

Other information

Under current legislation, taxes cannot be considered definitively settled until the returns filed have been inspected by the tax authorities or the four-year limitation period has expired. As at 30 June 2025, the Group's Spanish companies are open to inspection for the 2020 and subsequent years for corporation tax and for the 2021 and subsequent years for other applicable taxes. Companies domiciled abroad are open to inspection for the years not subject to the statute of limitations in accordance with the tax legislation in force in each country. The directors consider that the aforementioned taxes have been properly settled, so that even if discrepancies arise in the interpretation of current regulations regarding the tax treatment of transactions, any resulting liabilities, if they materialise, would not significantly affect the accompanying Consolidated Interim Financial Statements.

NOTE 16. INCOME AND EXPENSES

a) Revenue

The breakdown of net turnover by activity is as follows:

The entire amount included under this heading corresponds to operating consumption.

c) Personnel expenses

The composition of this heading in the attached Consolidated Income Statement is as follows: