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PLAYSIDE STUDIOS LIMITED Annual Report 2025

Aug 26, 2025

65578_rns_2025-08-26_b49d2ec8-9974-41c1-a91d-e59e3868c5d8.pdf

Annual Report

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Appendix 4E For the year ended 30 June 2025

PlaySide Studios Limited Appendix 4E Preliminary final report

1. Company details

Name of entity: PlaySide Studios Limited ABN: 73 154 789 554 Reporting period: For the year ended 30 June 2025 Previous period: For the year ended 30 June 2024

2. Results for announcement to the market

2. Results for announcement to the market
$'000
Revenues from ordinary activities down 25% to 48,698
Profit/(loss) from ordinary activities after tax attributable
to the owners of PlaySide Studios Limited down 207% to (12,107)
Profit/(loss) for the year attributable to the owners of PlaySide Studios
Limited down 207% to (12,105)

3. Dividend Information

PlaySide Studios Limited has not paid, and does not propose to pay dividends, for the year ended 30 June 2025 (2024: $nil).

4. Net tangible assets

4. Net tangible assets
Reporting Previous
period period
$ $
Net tangible assets per ordinary security (i) 0.028 0.081

(i) Net tangible asset backing per ordinary share includes right-of-use assets.

The commentary on the results for the period is contained in the PlaySide Studios review of operations and financial results in the Directors’ Report contained within the attached PlaySide Studios 30 June 2025 Audited Accounts.

5. Audit qualification or review

The financial statements have been audited and an unmodified opinion has been issued.

6. Attachments

The Annual Report of PlaySide Studios Limited for the year ended 30 June 2025 is attached.

7. Signed

Signed _________

Date: 27 August 2025

Cristiano Nicolli Chairman Melbourne, Australia

3

PlaySide Studios Limited

ABN 73 154 789 554

Financial Report for the Year ended 30 June 2025

4

PlaySide Studios Limited Corporate directory 30 June 2025

Directors Cristiano Nicolli, Independent Non-Executive Chairman
Gerry Sakkas, Creative Director (resigned as a Director 5 May 2025)
Mark Goulopoulos, Non-Executive Director
Aaron Pasias, Non-Executive Director
Sophie Karzis, Non-Executive Director
Guy Costantini, Non-Executive Director (appointed 26 February 2025)

Company secretary
Darren Briggs

Notice of annual general meeting
The time of the virtual annual general meeting of PlaySide Studios Limited is as
follows:
Wednesday 22ndof October 2025 at 2:30pm

Registered office
Level 1
75 Crockford Street,
Port Melbourne VIC 3207

Principal place of business
Level 1
75 Crockford Street,
Port Melbourne VIC 3207

Share register
MUFG Corporate Markets
Collins Square I Tower Four,
727 Collins Street,
Melbourne VIC 3008
Phone: 1300 554 474

Auditor
BDO Audit Pty Ltd
Collins Square I Tower Four,
Level 18, 727 Collins Street,
Melbourne VIC, 3008

Solicitors
Harris Carlson Lawyers
Level 14, 350 Queen Street
Melbourne VIC 3000

Bankers
National Australia Bank Limited
330 Collins Street
Melbourne VIC 3000

Stock exchange listing
PlaySide Studios Limited shares are listed on the Australian Securities Exchange (ASX
code: PLY)

Website
www.playsidestudios.com

Corporate Governance Statement
https://investor.playsidestudios.com

5

PlaySide Studios Limited Contents 30 June 2025

Directors’ report Auditor’s independence declaration 29 Consolidated statement of profit or loss and other comprehensive income 30 Consolidated statement of financial position 31 Consolidated statement of changes in equity 32 Consolidated statement of cash flows 33 Notes to the consolidated financial statements 34 Consolidated entity disclosure statement 67 Directors' declaration 68 Independent auditor's report to the members of PlaySide Studios Limited 69

General information

The financial statements cover PlaySide Studios Limited as a consolidated entity consisting of PlaySide Studios Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is PlaySide Studios Limited’s functional and presentation currency.

PlaySide Studios Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 1 75 Crockford Street Port Melbourne VIC 3207

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 August 2025.

6

PlaySide Studios Limited Directors' report 30 June 2025

The directors present their report, together with the financial statements, on the Consolidated entity (referred to hereafter as the 'Consolidated entity' or the ‘Group’) consisting of PlaySide Studios Limited (referred to hereafter as “PlaySide”, the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025.

Director Details

The following persons were directors of PlaySide Studios Limited during the whole of the year and up to the date of this report, unless otherwise stated:

Cristiano Nicolli – Independent Non-Executive Chairman Gerry Sakkas – Creative Director (resigned as a Director 5 May 2025) Aaron Pasias – Non-Executive Director Mark Goulopoulos – Non-Executive Director Sophie Karzis – Non-Executive Director

Guy Costantini – Non-Executive Director (appointed 26 February 2025)

Principal activities

During the financial year, the principal continuing activities of the Group consisted of:

  • Development of games on a Work-for-Hire basis for external IP Owners;

  • Development of games using PlaySide-owned IP, both for its own monetization and for third-parties under license; and

  • Investment in titles being developed by other studios under a publishing contract structure.

Review of operations and financial results

A summary of the Group’s statutory and underlying financial results from operations for the year ended 30 June 2025 and the prior corresponding year is set out below:

Year ended
Year ended
Increase
30 Jun 2025
30 Jun 2024
(Decrease)
$'000
$'000
$'000
Statutory Results
Revenue - Sales
Revenue - Other
Revenue - Total

(Loss)/profit before income tax
benefit/(expense)
Add: Depreciation and Amortisation
Add: Interest paid
Less: Interest revenue
EBITDA
NPAT
Net cash
48,698
64,637
(15,939)
3,179
3,700
(521)
51,877
68,337
(16,460)

(13,149)
12,949
(26,098)
6,507
5,868
639
68
93
(25)
(921)
(1,445)
524
(7,495)
17,465
(24,960)
(12,107)
11,314
(23,421)
13,477
37,111
(23,634)

7

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Revenue Growth

Total Revenue declined 24% to $51.9m in the period, down from $68.3m in the prior corresponding period (“pcp”).

This decrease was the combination of:

Revenue – Sales, down $15.9m (25%) on pcp .

This decreased Revenue came from the combination of:

  • PlaySide Original IP Revenue at $16.7m was $13.6m (45%) down on pcp, mainly reflecting the prior period including significant fees relating to two material Dumb Ways to Die licensing agreements; and

  • Work for Hire Revenue of $32.0m is $2.3m (7%) down on pcp.

Revenue – Other, down $0.5m to $3.2m (pcp: $3.7m).

Decrease primarily reflects the net of:

  • Government grants and rebates up $0.3m, mainly due to the NZ Games Development Sector Rebate of $0.3m (pcp: Nil);

  • Interest revenue (down $0.5m) due to reduced level of excess cash being invested throughout FY25 compared to FY24; and

  • Other revenue down $0.3m on pcp.

EBITDA

Reported Earnings before interest, tax, depreciation, and amortisation amounted to a loss of $7.5m for the period, which was $25.0m down on pcp.

This statutory reported EBITDA decline was mainly the result of:

  • Total underlying Sales Revenue and Other Income decrease of $16.5m or 24% decrease to $51.9m; and

  • Increase in Selling Expenses of $8.6m, reflecting both an increased level of user acquisition advertising spend on mobile titles (up $3.1m) and increased marketing spend on other original IP titles (up $5.5m).

NPAT

The Company reported a statutory Net Loss after Tax of $12.1m, representing a $23.4m profit decrease on the $11.3m NPAT Profit reported in FY24.

This result was the net result of:

  • Reported EBITDA decline of $25.0m;

  • Depreciation and Amortisation expense of $6.5m (up $0.6m on pcp);

  • Net Interest revenue of $0.9m (down $0.5m on pcp) and

  • Income Tax benefit which at $1.0m is $2.6m favourable on last year’s tax expense of $1.6m in a profitable FY24 year

Financial Position and Capital Investment

The Company finished the year in a net cash position of $13.5m, after commencing the financial period with net cash of $37.1m, a decrease of $23.6m.

This net $23.6m decrease in cash was a net direct result of the following movements:

  • Net cash used in Operating Activities of $7.3m;

8

PlaySide Studios Limited Directors' report (continued) 30 June 2025

  • Cash spent on Investing Activities of $15.2m, namely $14.4m invested in Intangible Assets (games launched and under development) and $0.8m spent on Property, Plant and Equipment and

  • Cash used in financing activities of $0.9m.

Business Risks and Opportunities

In executing its growth plans, the Group is subject to a number of company-specific, industry-specific and general risks and opportunities, which the Board and its senior executives continuously monitor and actively manage.

Business risks

Some of these key business risks are outlined below:

Company specific risks

Performance of new title releases

There is a risk that new title releases are not received in a positive manner by the market or generate the anticipated level of player engagement. This can lead to reduced revenue and cash flow. In addition, capitalised development expenses may need to be impaired. If a game’s launch results in lower revenues than estimated, this may have a material adverse impact on PlaySide’s operating and financial performance.

Third-party service providers

PlaySide may occasionally require the involvement of a number of third-party providers to undertake development activities and deliver services to its customers. There is a risk that a third party may deliver a service below the expected standard, or there may be a disruption to the services provided by a third-party provider to PlaySide. Any such failure to deliver services to an expected standard or financial failure, default or contractual non-compliance on the part of a thirdparty provider could adversely affect PlaySide’s reputation with customers and could have a material adverse effect on PlaySide’s operating and financial performance.

Launch delays and cost overruns

Delays in developing game projects from idea generation to launch may result from a number of factors both within and outside of the Company’s control. Any delays experienced during the development cycle may have a material adverse impact on PlaySide’s operating and financial performance.

Work for Hire contract risk

PlaySide performs Work for Hire under contract whereby it is paid a fixed price to deliver development outcomes on a milestone basis. Any failure to perform its obligations under milestone schedules within a timely fashion could result in cost overruns or contract termination, both of which could have a material adverse effect on PlaySide’s operating and financial performance and business reputation.

Future Investments and Acquisitions

PlaySide may from time to time be presented with opportunities to invest in the development of games by third party studios under a Publishing agreement structure, or to acquire complementary intellectual property, technologies, development teams, additional studios, companies or assets. Future investments and acquisitions may expose PlaySide to potential risks, including risks associated with integration of culture and systems, the assimilation of new technologies and operations, unforeseen or hidden liabilities, short-term strain on working capital requirements, the diversion of management attention and resources from PlaySide’s existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions. Any difficulties encountered in the investment, acquisition, and/or integration process may have an adverse effect on PlaySide’s operating and financial performance and PlaySide’s business and growth. In addition, there can be no certainty that any investment or acquisition initiatives undertaken by PlaySide will prove to be profitable.

9

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Industry Specific Risks

Competitors

PlaySide competes against other game developers globally in an industry which is fragmented, rapidly evolving and subject to constant advancements in technology and product innovation. There is a risk that PlaySide may experience increased competition from existing competitors and new entrants to the market, particularly those who compete across the same gaming categories, game genres and platforms as PlaySide. If these risks materialised, PlaySide may compete less effectively which would have an adverse impact on PlaySide’s operating and financial performance and PlaySide’s competitive position.

Intellectual property rights

PlaySide’s intellectual property rights are an essential element of its business. PlaySide’s intellectual property rights are predominantly protected by copyrights, trademarks, laws for the protection of trade secrets, non-disclosure and other contractual agreements and/or other technical measures. If PlaySide fails to protect and retain its intellectual property rights, it could have a material adverse impact on PlaySide’s operating and financial performance and PlaySide’s business and reputation.

There is also a risk that third parties may allege that PlaySide has infringed on their intellectual property rights without their consent or permission. Any claims, regardless of the merits, could result in dispute or litigation which may be protracted and expensive to defend. Should PlaySide be regarded as infringing intellectual property rights of third parties, it could have a material adverse impact on PlaySide’s operating and financial performance and PlaySide’s business and reputation.

Data loss, theft or corruption

PlaySide stores data in its own systems and networks and with a variety of third-party service providers. Corruption, theft or loss of the data because of the misuse, exploitation or hacking of any of these systems or networks could have a material adverse effect on PlaySide’s business and operating and financial performance. Further, if PlaySide’s systems, networks or technology are subject to any type of cybercrime, its technology may be perceived as not secure, which may lead to a decrease in the number of customers and partners.

Technological Change

There is rapid technology change in the games industry which requires PlaySide to anticipate in advance the technologies it should develop and implement to make its game offerings competitive in the market.

In order to ensure that PlaySide’s games are up to date with the latest technological advancements, PlaySide may be required to invest financial resources in its development studios across design, art, engineering and production disciplines and its infrastructure and technologies. There is no assurance that PlaySide will be able to commit adequate financial resources towards its development studios, its infrastructure and technologies or R&D in the future. As a result, PlaySide may not be able to adapt and respond to technological advancements in an efficient and cost effective manner or at all. In addition, PlaySide may encounter difficulties in incorporating technological developments in its games offerings and as a result may be able to monetise any development results, which may have an adverse impact on PlaySide’s operating and financial performance and PlaySide’s competitive position.

General Risks

Litigation risks

PlaySide may be exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims, employee claims and customer complaints. Further, PlaySide may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on PlaySide’s operations, financial performance and financial position. PlaySide is not currently engaged in any litigation.

10

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of PlaySide depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on PlaySide if one or more of these employees cease their employment.

Unforeseen expenditure

Expenditure may need to be incurred that has not been taken into account. Although PlaySide is not aware if any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Group.

Business opportunities

Some of these key business opportunities are outlined below:

Original IP projects

The Company has three major business opportunities in development across owned IP, licensed IP and its Publishing division, all of which are expected to launch from FY26 onwards. These are:

  • MOUSE: P.I. For Hire – a Publishing deal with Poland-based developer Fumi Games. The title has over 1 million wishlists on the Steam gaming platform and will be released on PC/Console during FY26;

  • A console title utilising the Company’s wholly-owned Dumb Ways to Die brand which is currently in development; and

  • Game of Thrones: War of Westeros , a title which utilizes the Game of Thrones IP under the company’s long-term licensing deal with Warner Bros. Interactive and HBO, which is currently in development.

Commercial success of one or more of these titles has the potential to create a significant change in the Company’s revenue and earnings.

In addition, the Company has commenced ideation work to support the future development and launch of its next slate of Original IP title(s).

Large scale Work-for-Hire contracts

The Company continues to provide services under work for hire contracts to supply gaming content for large entertainment and technology companies.

In addition, the Company is actively pitching on a number of competitive work-for-hire tenders with a variety of counterparties, covering a diverse range of gaming platforms and genres and is hopeful that it will be successful with some of this activity during the FY26 financial year.

The Company continues to explore other fresh opportunities and qualify active leads for future Work for Hire projects.

Publishing

The Company launched its first Publishing Title Thrive – Heavy Lies the Crown with moderate success during FY25 and is planning the launch of its next publishing title MOUSE: PI for Hire in FY26 .

The Company continues to assess these opportunities which could include the development of a second title under the MOUSE franchise.

11

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Dividends

There were no dividends paid during the financial year.

Consolidated Consolidated
2025 2024
$ $
Final dividend for the year ended 30 June 2025 of nil dollars (2024: nil dollars) per ordinary
share
-
-

Significant changes in the state of affairs

The main changes that occurred in the business during FY25 were:

  • a) The Company completed a number of material, long-term Work-for-Hire and Original IP development contracts which once completed saw a decline in the level of underlying profit and cashflow generation of the business;

  • b) In March 2025, founder and long-time company CEO and Managing Director Gerry Sakkas resigned from the CEO position and was replaced by Chief Strategy Officer Benn Skender. Mr Sakkas later resigned as an executive director and left the Board on 5 May 2025;

  • c) In April 2025, the company undertook an operational restructure where 62 staff were made redundant in response to the delay in signing new work for hire contracts to replace those completed during FY25. Despite these redundancies, the company stated there would be no impact on progress of the major ongoing Original IP projects ( MOUSE: P.I. For Hire , Game of Thrones: War for Westeros, Dumb Ways to Die console title). The Company added that the restructure was expected to deliver annualized cash savings of approximately $4m$5m in FY26, albeit the FY25 result was adversely impacted by approximately $1.7m in non-recurring restructuring costs.

There were no other significant changes in the state of affairs of the Group during the financial year.

Matters subsequent to the end of the financial year

On 25 July 2025, the company announced that it had received firm commitments for a placement to sophisticated and professional investors of 33 million shares at an issue price of 20 cents per share to raise $6.6m ($6.2m net of transaction costs) by way of a placement.

On 4 August 2025, the company issued 32,350,000 of these shares, after receiving a net amount of $6.04m in cash on 1 August 2025.

The remaining 650,000 shares and $0.13m in cash relate to company directors and will be issued subject to shareholder approval at the annual general meeting to be held on 22 October 2025.

In addition to the placement, on 4 August 2025, the company launched a Share Purchase Plan whereby eligible shareholders (shareholders as at 7pm on 25 July 2025 and with a registered address in Australia and New Zealand) would be able to subscribe for up to $30,000 AUD in shares at an issue price of 20 cents per share. The company is aiming to raise $3m (issue 15 million shares) but reserves the right to accept any oversubscriptions it may receive. The share purchase plan is scheduled to close on 2 September 2025.

Other than the above, there has been no matter or circumstance that has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

12

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Likely developments and expected results of operations

The Company has during July and August 2025 undergone a capital raising (placement and share purchase plan) that will strengthen its balance sheet and help fund marketing activities associated with its planned gaming launches in FY26 starting with MOUSE: P.I. For Hire.

The combination of:

  • the launch of Original IP game title(s) in FY26;

  • the reduced level of fixed costs to run the business (i.e. post April 2025 restructure); and

  • the prospect of some level of fresh work for hire opportunities

will provide a platform for both revenue and profit improvement in FY26 albeit definitive guidance will not be provided until shortly after the launch of MOUSE later in FY26.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Information on directors

Name: Cristiano Nicolli Title: Non-Executive Chairman Independent Director: Yes Date Appointed: 31 October, 2020 Qualifications: Fellow of Australian Institute of Company Directors (FAICD); Bachelor of Management and Business Studies Experience and expertise: Mr Nicolli has an extensive career as an influential leader and highly successful businessman in the technology sector. From 2010 to 2016, Mr Nicolli was the Group Managing Director and CEO of ASX-listed IT services company UXC Limited. During his 13 years with UXC, Mr Nicolli was instrumental in leading the growth of UXC’s ITservices business from $60 million annual revenue to $750 million (via both organic growth and acquisitions) and employing 3,000 staff. Under Mr Nicolli’s leadership, UXC became widely recognised as the largest and one of the most respected ASXlisted IT companies in Australia. Mr Nicolli oversaw the acquisition of UXC by global IT firm CSC in late 2016 for in excess of $400 million.

Other current directorships: Non-Executive Director Vista Group International Limited (VGL) since 2017 and Chairman of ReadCloud Limited (RCL) since 2020.

Former directorships (last 3 years): Nil Special responsibilities: Chair of the Audit and Risk Committee; Member of the Remuneration and Nomination Committee

Name: Gerry Sakkas Title: Creative Director Independent Director: No Date Appointed: 14 December 2011 Date Resigned: 5 May 2025 Qualifications: Bachelor of Arts (Digital Arts and Games) Experience and expertise: Gerry is the co-founder of PlaySide and has spent over 19 years in the games industry. Gerry started his professional career at EA Games as a tester, and over the next 4 years made his way to lead designer of the Melbourne studio. Gerry’s strong entrepreneurial drive saw him leave EA and co-found PlaySide in 2011. For the past 15 years Gerry had been responsible for leading and growing PlaySide, with his creative drive a key focus for growth. Gerry resigned as Managing Director and Chief

13

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Executive Officer on 20 March 2025 and became the Creative Director. Gerry resigned from the Creative Director role and from the Board of Directors on 5 May 2025. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Nil Name: Mark Goulopoulos Title: Non-Executive Director Independent Director: No Date Appointed: 14 December 2011 Qualifications: Bachelor of Commerce; Graduate Diploma in Applied Finance and Investment; Master Practitioner of the Stockbrokers and Financial Advisers Association. Experience and expertise: Mark is an experienced investment advisor and one of the co-founders of PlaySide. As Director of Corporate Strategy since PlaySide’s inception, Mark has led and set corporate strategy for the business including the business model of utilising cash flow from fixed priced contracts to finance original IP development. Mark has over 20 years’ experience in equities markets and investment banking. He has originated, led, and advised on numerous financing transactions for both ASX listed and pre-IPO businesses across various industries. Mark is a founding partner of Cumulus Wealth, a boutique wealth management firm founded in 2019. He was previously a Director of Wealth Management at Patersons Securities for over 10 years. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Member of the Remuneration and Nomination Committee Name: Aaron Pasias Title: Non-Executive Director Independent Director: No Date Appointed: 14 December 2011 Qualifications: Bachelor of Commerce; Bachelor of Business Experience and expertise: Aaron is a professional investor in early stage companies, equities and property and is one of the co-founders of PlaySide, having worked for over 8 years as the Group’s Finance Director and Company Secretary. In addition, Aaron has over 20 years’ experience in both the financial markets and property industries. He has evaluated and invested in various opportunities across a range of ASX listed and pre-IPO companies and has had active involvement with Boards of companies where he has been a major shareholder. In addition to his equity investments Aaron has also driven a variety of commercial, retail, and residential property developments. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Member of the Audit and Risk Committee Name: Sophie Karzis Title: Non-Executive Director Independent Director: Yes Date Appointed: 21 December 2023 Experience and expertise: Sophie is a qualified lawyer specialising in the ASX Listing Rules and Corporations Law and has practised as a corporate and commercial lawyer in the areas of equity capital markets, mergers and acquisitions, and corporate governance for ASX listed entities for over twenty years. Sophie holds a Bachelor of Jurisprudence and a

14

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Bachelor of Laws degree from Monash University and is a member of the Law Institute of Victoria and the Governance Institute of Australia. Other current directorships: Non-Executive Director Touch Ventures Limited (TVL) since 2016, RAS Technology Holdings (RTH) since 2021 and PRT Company Limited (PRT) since 2022. Former directorships (last 3 years): Nil Special responsibilities: Chair of the Remuneration and Nomination Committee; Member of the Audit and Risk Committee Name: Guy Costantini Title: Non-Executive Director Independent Director: Yes Date Appointed: 26 February 2025 Experience and expertise: Guy is a video game industry veteran with experience in funding, building and publishing games. His experience includes responsibility as Global Brand Director for CD Projekt Red, where he worked on the multi-award winning The Witcher 3, and prior to that he ran the North American operations at Riot Games - the studio responsible for League of Legends. Most recently, Guy held the position of SVP (Marketing & Publishing) at Skydance Interactive, where he led the global marketing and publishing efforts for all games including the highly successful The Walking Dead: Saints & Sinners.

Guy currently serves as CEO of a newly founded, unannounced game studio.

Guy is a graduate of Rutgers University in New Jersey where he completed a Bachelor of Science majoring in Management Science Information Systems, and is a member of the Academy of Interactive Arts & Sciences. He resides in Los Angeles. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Nil

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

Board Skills and Experience Matrix

To assist identifying areas of focus and maintaining an appropriate and diverse mix of skills, the Board has developed a ‘Board Skills and Experience Matrix’ (‘Board Matrix’) which is represented in the table below. The Company’s Board Matrix sets out the mix of skills, experience and expertise that the Board currently has. The Board benefits from the combination of directors’ individual skills, experience and expertise in the areas identified below:

Board Skills and Experience Matrix
(out of 5 directors)
No. of
Directors
Legal, Governance & Compliance
Legal
Corporate Governance
Compliance
2
4
3
Operations
Games Development
Sales and Marketing
Business Development
General Management Experience
1
1
3
4

15

PlaySide Studios Limited Directors' report (continued) 30 June 2025

CEO Experience
Strategy
2
4
Finance & Risk
Accounting
Finance
OH&S/Risk Management
3
3
4
People
Human Resources
Remuneration
3
4
Technology
Technology
Digital
5
5

Company secretary

Darren Briggs (BCom; ACIS) has held the role of Company Secretary since 24 September, 2020. He was previously the Company Secretary of the ASX listed The Reject Shop Limited for ten years. Mr Briggs is a member of Chartered Accountants Australia and New Zealand and the Governance Institute of Australia.

Meetings of Directors

During the financial year, 13 meetings of directors were held.

The number of meetings attended by each director during the year was as follows:

Directors' Meetings Audit and Risk
Committee Meetings
Remuneration and
Nomination Committee
**Meetings **
Director Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Cristiano Nicolli
Gerry Sakkas
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
GuyCostantini
*
13
13
11
10
13
13
13
13
13
13
4
3
2
2
n/a
n/a
n/a
n/a
2
2
2
2
n/a
n/a
1
1
n/a
n/a
1
1
n/a
n/a
1
1
n/a
n/a

At the Board meeting held 21st February 2024, the Board agreed to form its inaugural Audit and Risk Committee and Remuneration and Nomination Committee. Details of the number of meetings held and the attendees can be seen in the above table.

Prior to these Committees being formed, due to the size and nature of the existing Board and the magnitude of the Group’s operations, the Company did not have either a Remuneration and Nomination Committee or an Audit and Risk Committee. During that period, the full Board carried out the duties that would ordinarily be assigned to the above Committees under the written terms of reference for those committees, led by its independent Chairman, Mr Cristiano Nicolli.

  • Mr Sakkas resigned as a Director on 5 May 2025

  • ** Mr Costantini was appointed as a Director on 26 February 2025

16

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Remuneration report (audited)

The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

The remuneration report is set out under the following main headings:

  • Principles used to determine the nature and amount of remuneration

  • Details of remuneration

  • Service agreements

  • Share-based compensation

  • Additional information

  • Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration

The objectives of the Group's executive reward framework are to incentivise and reward the executive team as well as to provide a retention mechanism. The framework aims to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice. The Remuneration and Nomination Committee ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness

  • acceptability to shareholders

  • performance linkage / alignment of executive compensation

  • transparency

The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.

The reward framework is designed to align executive reward to shareholders' interests. The Board considers that it should seek to enhance shareholders' interests by:

  • having both revenue growth, cash management and earnings growth as a core component of plan design; and

  • attracting and retaining high calibre executives.

Additionally, the reward framework should seek to enhance executives' interests by:

  • rewarding capability, experience and outcomes

  • reflecting competitive reward for contribution to growth in shareholder wealth

  • providing a clear structure for earning rewards

  • In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-executive directors’ remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Board. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do not receive share options or other incentives.

17

PlaySide Studios Limited Directors' report (continued) 30 June 2025

The Company’s constitution provides that the total aggregate fixed sum to be paid to non-executive directors shall initially be no more than $500,000 and may be varied by ordinary resolution at a general meeting. This aggregated fixed sum has not varied in the current financial year.

Executive remuneration

The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

The executive remuneration and reward framework has four components:

  • base pay

  • short-term performance incentives

  • share-based payments

  • other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary and superannuation, is reviewed annually by the Board based on individual performance, the overall performance of the Group and comparable market remunerations.

The short-term incentives ('STI') program, in the form of cash bonuses, is designed to align the performance hurdles of the executives with the targets of the Group. STI payments are granted to executives based on the Group achieving a combination of annual revenue targets, cash balance management targets, and for select individuals’ specific key performance indicators (KPI’s). The annual revenue, and cash management targets are based on Board approved budget and stretch targets. In addition, some direct reports to the Chief Executive Officer also have individual business targets set by the Board. These additional KPI's include business development sales targets, profitable revenue generation and successful launch of key game titles. These targets are not publicly disclosed as they are commercially sensitive in nature. The Board retains the right to exercise its discretion on whether to award STI’s or not.

During the FY25 year, the relative weighting of the STI targets of KMP (Chief Executive Officer and Chief Financial Officer) were as follows:

STI
Measure
STI
Weighting
Cash Balance
Original IP Revenue
GroupRevenue
50%
30%
20%

The long-term incentives ('LTI') include share-based payments. Shares are awarded to executives over a vesting period of between two and three years based on a combination of long-term measures. These measures include achieving revenue and earnings (EBITDA) targets. In addition, for some LTI benefits, a specified length of tenure is required from the executive. Furthermore, for a number of these LTI benefits, a 12-month escrow period will apply post the vesting date. The Board retains the right to exercise its discretion on whether to award LTIs or not. LTIs are typically awarded in shares but may also be awarded in cash from time to time.

Group performance and link to remuneration

Remuneration for certain individuals is directly linked to the performance of the Group. A portion of cash bonus and incentive payments are dependent on defined revenue and earnings targets being met. The remaining portion of the cash bonus and incentive payments are at the discretion of the Board. Refer to the section 'Additional information' below for details of the earnings and total shareholders return for the last five years.

18

PlaySide Studios Limited Directors' report (continued) 30 June 2025

The Board is of the opinion that the improved results expected of the Group can be achieved in part due to the adoption of performance based compensation and is satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years.

Use of remuneration consultants

During the financial year ended 30 June 2025, the Board did not seek any independent advice with regard to the appropriateness of the Group’s remuneration practices or its executives remuneration packages. The Board reserves the right to engage remuneration consultants periodically to review its existing remuneration policies and provide recommendations on how to improve both the STI and LTI programs.

Details of remuneration

Amounts of remuneration

The key management personnel of the Group consisted of the following directors of PlaySide Studios Limited:

  • Cristiano Nicolli – Non-Executive Chairman

  • Mark Goulopoulos – Non-Executive Director

  • Aaron Pasias – Non-Executive Director

  • Gerry Sakkas – Creative Director (resigned as a Director 5 May 2025)

  • Sophie Karzis – Non-Executive Director

  • Guy Costantini – Non-Executive Director (appointed 26 February 2025)

And the following persons:

  • Benn Skender – Chief Executive Officer (appointed as CEO on 20 March 2025)

  • Paul Fouracre – Chief Operating Officer (terminated 1 July 2024)

  • Darren Briggs – Chief Financial Officer and Company Secretary

Details of the remuneration of key management personnel of the Group are set out in the following tables.

Short-term benefits Post-
employ-
Long-
term
Termin-
ation
Share-
based
Total
ment
benefits
benefits benefits payments
Cash
salary
Cash
bonus
Super-
annuation
Equity-
settled
and fees shares
2025 Note $
$
$ $ $ $ $
Non-Executive
Directors:
Cristiano Nicolli
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
Guy Costantini
Executive Director:
Gerry Sakkas
(i)
(ii)
(iii)
120,000
-
120,000
-
80,000
-
80,000
-
93,141
-
689,691
-
13,800
9,200
9,200
9,200
-
29,932
-
-
-
-
-
(94,151)
-
-
-
-
-
87,500
-
-
-
-
-
(4,874)
133,800
129,200
89,200
89,200
93,141
708,098

19

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Other Key
Management
Personnel:
Benn Skender
Darren Briggs
Paul Fouracre
(iv)
(v)
375,368
-
208,318
-
-
-
29,932
23,957
-
14,396
4,809
-
-
-
-
26,208
34,973
-
445,904
272,057
-
Total 1,766,518
-
125,221 (74,946) 87,500 56,307 1,960,600
  • (i) The Group paid Mr Goulopoulos $10,000 in consulting fees per quarter to an entity controlled by Mr Goulopoulos (MG Capital Trust), for additional services approved by the Board and the Chief Executive Officer.

  • (ii) Mr Costantini joined the Company as a USA-based non-executive Director on 26 February 2025. The Group paid Mr Costantini $10,000 USD per month to an entity controlled by Mr Costantini (G Consulting Inc) for additional services approved by the Board and the Chief Executive Officer.

  • (iii) Mr Sakkas was Managing Director and Chief Executive Officer until 20 March 2025 when he transitioned into the role of Creative Director. Mr Sakkas resigned from the Creative Director role and from the Group’s Board of Directors on 5 May 2025. He was paid a termination benefit of $87,500 for three months in lieu of notice and he was also paid a total of $229,772 in annual and long service leave entitlements on departure.

  • (iv) Mr Skender was Chief Strategy Officer until 20 March 2025 at which time he was appointed as Chief Executive Officer.

  • (v) Mr Fouracre left the Group on the 1st July 2024. All of his FY2024 remuneration including termination payments were included in the FY2024 accounts and remuneration report.

Short-term benefits Post-
employ-
Long-
term
Termin-
ation
Share-
based
Total
ment
benefits
benefits benefits payments
Cash
salary
Cash
bonus
Super-
annuation
Equity-
settled
and fees shares
2024 Note $
$
$ $ $ $ $
Non-Executive
Directors:
Cristiano Nicolli
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
Executive Director:
Gerry Sakkas
Other Key
Management
Personnel:
Benn Skender
Paul Fouracre
Darren Briggs
(i)
(ii)
(iii)
120,000
-
120,000
-
80,000
-
40,000
-
472,000
129,500
250,000
87,500
236,363
63,989
189,818
49,223
13,200
8,800
8,800
4,400
27,500
27,500
37,142
20,880
-
-
-
-
17,954
718
(2,264)
1,735
-
-
-
-
-
-
249,170
-
-
-
-
-
168,694
583,246
(30,880)
64,518
133,200
128,800
88,800
44,400
815,648
948,964
553,520
326,174
Total 1,508,181
330,212
148,222 18,143 249,170 785,578 3,039,506

20

PlaySide Studios Limited Directors' report (continued) 30 June 2025

  • (i) The Group paid Mr Goulopoulos $10,000 in consulting fees per quarter to an entity controlled by Mr Goulopoulos (MG Capital Trust), for additional activities approved by the Board and the Managing Director.

  • (ii) Ms Karzis joined the Company as a non-executive director on 21 December 2023.

  • (iii) Mr Fouracre’s employment was concluded on the 1st July 2024. He was paid a total of $249,170 in termination benefits, which included an amount of $156,998 in lieu of long-term incentives which were due to vest on 31 August 2024 as well as an amount of $19,445 for the payout of his accrued annual leave entitlements as at the termination date.

The proportion of remuneration linked to performance and the fixed proportion are as follows:

Fixed Remuneration At risk - STI At risk - LTI
Name 2025
2024
2025
2024
2025
2024
Non-Executive Directors:
Cristiano Nicolli
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
Guy Costantini
Executive Director:
Gerry Sakkas
Other Key Management
Personnel:
Benn Skender
Darren Briggs
Paul Fouracre
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a
100.7%
63.4%
94.1%
29.3%
87.1%
65.1%
-
94.0%
-
-
-
-
-
-
-
-
-
n/a
-
15.9%
-
9.2%
-
15.1%
-
11.6%
-
-
-
-
-
-
-
-
-
n/a
(0.7%)
20.8%
5.9%
61.5%
12.9%
19.8%
-
(5.6%)

Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is determined having regard to the satisfaction of performance measures as described above in the section 'Group performance and link to remuneration'. The maximum bonus values are established at the start of each financial year and amounts payable are determined in the final month of the financial year by the Board. No discretionary cash bonuses were paid in the 2024 and 2025 financial years. These targets are not publicly disclosed as they are commercially sensitive in nature.

The proportion of the cash bonus paid/payable or forfeited is as follows:

Cash bonus paid/payable Cash bonus forfeited
Name 2025
2024
2025
2024
Non-Executive Directors:
Cristiano Nicolli
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
Guy Costantini
Executive Director:
Gerry Sakkas
-
-
-
-
-
-
-
-
-
n/a
-
70%
-
-
-
-
-
-
-
-
-
n/a
100%
30%

21

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Other Key Management
Personnel:
Benn Skender
Darren Briggs
-
70%
-
70%
100%
30%
100%
30%
-
30%
Paul Fouracre -
70%

Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Gerry Sakkas Title: Creative Director (resigned as a Director 5 May 2025) Agreement commenced: 1[st] November, 2020 Term of agreement: Continuous until validly terminated in accordance with its terms Details: Base salary for the year ending 30 June 2025 as Chief Executive Officer commenced at $450,000 plus superannuation (total package $501,750). On transition to the Creative Director role on 20 March 2025, the base salary reduced to $350,000 plus superannuation (total package $379,932). Three-month termination notice period by either party. Cash bonus of up to $190,000 subject to Board approval and achievement of agreed key performance indicators of the executive and the Group, non-solicitation and non-compete clauses.

Name: Benn Skender Title: Chief Executive Officer (appointed as CEO on 20[th] March 2025) Agreement commenced: 20[th] March 2025 Term of agreement: Continuous until validly terminated in accordance with its terms Details: Base salary for the year ending 30 June 2025 as Chief Strategy Officer commenced at $350,000 plus superannuation. On transition to Chief Executive Officer on 20 March 2025, the base salary increased to $470,068 plus superannuation (total package $500,000). Three-month termination notice period by either party. Cash bonus of up to $250,000 per annum subject to Board approval and achievement of agreed key performance indicators of the executive and the Group, non-solicitation and non-compete clauses.

Name: Paul Fouracre Title: Chief Operating Officer Agreement commenced: 10[th] August, 2020 Term of agreement: Continuous until validly terminated in accordance with its terms Details: Mr. Fouracre’s employment with the Company concluded on 1[st] July 2024. Name: Darren Briggs Title: Chief Financial Officer & Company Secretary Agreement commenced: 10[th] August, 2020 Term of agreement: Continuous until validly terminated in accordance with its terms Details: Base salary for the year ending 30 June 2025 was $210,000 plus superannuation. Three-month termination notice period by either party. Cash bonus of up to $105,000 subject to Board approval and achievement of agreed key performance indicators of the executive and the Group, non-solicitation and non-compete clauses.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

22

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Share-based compensation

A total of 879,969 (2024: 1,298,869) shares were issued to key management personnel during the year-ended 30 June 2025. These shares relate to the exercise of performance rights issued in the year ended 30 June 2022 and the year ended 30 June 2023. These performance rights were included in remuneration commencing from the 30 June 2023 financial year. The number of shares issued were as follows:

Issue Number of Issue
Name Date Shares Price
G. Sakkas
B. Skender
D. Briggs
P. Fouracre
6-Sep-24
6-Sep-24
6-Apr-24
n/a
415,497
327,795
136,677
-
Nil
Nil
Nil
Nil
Total 879,969

Performance Rights

The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

Number Vesting % Rights Fair value
of and Subject Escrow per Right
Rights Grant Exercisable Expiry to Expiry Exercise at Grant
Name Granted Date Date Date Escrow Date Price Date
B. Skender 81,949
1,000,000
1,000,000
5,359,057
27-Oct-22
17-Oct-23
10-Oct-24
14-Apr-25
31-Aug-25
31-Aug-25
31-Aug-26
22-Apr-25
to
22-Apr-30
27-Oct-27
17-Oct-28
10-Oct-29
22-Apr-30
100%
100%
100%
100%
31-Aug-26
31-Aug-26
31-Aug-27
22-Apr-26
Nil
Nil
Nil
Nil
$0.61
$0.28
$0.37
$0.17
D. Briggs 23,050
65,911
49,433
49,433
27-Oct-22
17-Oct-23
17-Oct-23
17-Oct-23
31-Aug-25
31-Aug-25
31-Aug-25
31-Aug-25
27-Oct-27
17-Oct-28
17-Oct-28
17-Oct-28
100%
100%
100%
100%
31-Aug-26
31-Aug-26
31-Aug-26
31-Aug-26
Nil
Nil
Nil
Nil
$0.61
$0.23
$0.43
$0.43
$0.28
172,499 10-Oct-24 31-Aug-26 10-Oct-29 100% 31-Aug-27 Nil

(i) Mr Fouracre’s employment was concluded on 1st July 2024. As part of his termination benefits, he was paid a cash amount of $156,998 in lieu of 177,399 performance rights that were due to vest on 31 August 2024.

Performance rights granted carry no dividend or voting rights. The fair value of performance rights issued during the year was based on the share price at the date of issue. All performance rights have no exercise price at either grant or vesting date.

All performance rights were granted over unissued fully paid ordinary shares in the Company. The number of performance rights issued in each tranche is determined by dividing a percentage (35%-50%) of the fixed remuneration of the executive by the fair value of the shares at the time rights are issued. Performance rights are exercisable on the vesting date and vest into shares based on a combination of the Group meeting the revenue and earnings targets as set by the Board and the executive meeting any service level requirements that are attached to the vesting conditions. There has not been any

23

PlaySide Studios Limited Directors' report (continued) 30 June 2025

alteration to the terms or conditions of the grants since the grant date. In addition, on vesting there are additional escrow arrangements that applied to shares issued. There are no amounts paid or payable by the recipient in relation to the granting of such rights or on their potential exercise.

Values of performance rights over ordinary shares granted to key management personnel as part of compensation during the years ended 30 June 2024 and 2025 are set out below:

Year ended Value of Value of Value of Remuneration
30 June 2025 rights rights rights consisting of
granted
during
exercised
during
lapsed during grants for
the year the year the year the year
Name $ $ $ %
Gerry Sakkas
Benn Skender
Darren Briggs
(4,874)
26,208
34,973
-
-
-
-
-
-
(1%)
6%
13%
-
Paul Fouracre - - -
Year ended Value of Value of Value of Remuneration
30 June 2024 rights rights rights consisting of
granted
during
exercised
during
lapsed during grants for
the year the year the year the year
Name $ $ $ %
Gerry Sakkas
Benn Skender
Paul Fouracre (i)
168,694
583,246
(30,880)
-
-
-
-
-
-
21%
62%
(6%)
20%
Darren Briggs 64,518 - -

(i) Mr. Fouracre’s balance relates to the reversal of the share-based payment expense previously recognised for invested performance rights

Share options

As part of his appointment as Chief Executive Officer on 20 March 2025, Mr Skender was granted ten million options over ordinary shares of the Company. These options are still on issue as at 30 June 2025.

The key terms relating to these options are as follows:

Issue date: 14 April 2025 Exercise price: $0.2668 per option Vesting conditions: The earlier of (i) 31 August 2026, or (ii) the occurrence of a change of control event Expiry date: 14 April 2030

24

PlaySide Studios Limited Directors' report (continued) 30 June 2025

As part of his initial employment agreement, in the year ended June 2023 Mr Skender was granted 5,000,000 options over ordinary shares of the Company. These options are still on issue as at the end of June 2025.

The key terms relating to these options are as follows:

  • a) Issue Date: 16 November 2022

  • b) Exercise Price: $0.8917 per option

  • c) Vesting Conditions: Earlier of:

  • i. 16 November 2025; or

  • ii. Option holder’s employment is terminated without cause or as a result of a redundancy; or iii. The occurrence of a change of control event

  • d) Expiry Date: 16 November 2027.

Additional information

The earnings of the Group for the five years to 30 June 2025 are summarised below:

2025 2024 2023 2022 2021
$'000 $'000 $'000 $'000 $'000
Sales revenue
48,698
64,637
38,445
29,242
10,883
Profit/(loss) after income tax
(12,107)
11,314
(6,970)
4,850
(5,879)
Income tax (benefit)/expense
(1,042)
1,635
(411)
29
227
Profit/(loss) before tax
(13,149)
12,949
(7,381)
4,879
(5,652)
Net Interest (received)/paid
(853)
(1,352)
(430)
33
8
EBIT
(14,002)
11,597
(7,811)
4,912
(5,644)
Depreciation and amortisation
6,507
5,868
4,365
989
238
EBITDA

(7,495)
17,465
(3,446)
5,901
(5,406)
*EBIT and EBITDA are non-IFRS measures(unaudited)
48,698 64,637 38,445 29,242 10,883
(12,107)
(1,042)
11,314
1,635
(6,970)
(411)
4,850
29
(5,879)
227
(13,149)
(853)
12,949
(1,352)
(7,381)
(430)
4,879
33
(5,652)
8
(14,002)
6,507
11,597
5,868
(7,811)
4,365
4,912
989
(5,644)
238

Additional factors that are considered to affect total shareholder wealth are summarised below:

2025 2024 2023 2022 2021
Share price at financial year-end ($)
Total dividends declared (cents per share)
Basic earningsper share(centsper share)
0.16 0.82
-
2.77
0.36
-
(1.72)
0.54
-
1.25
0.26
-
(1.83)
-
(2.95)

25

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Additional disclosures relating to key management personnel

Shareholding

The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group is set out below:

Balance Received Balance
at start as part of at end
Name of Year Remuneration Additions Disposals of Year
Cristiano Nicolli
Mark Goulopoulos
Aaron Pasias
Sophie Karzis
Guy Costantini
Gerry Sakkas (i)
Benn Skender
Darren Briggs
Paul Fouracre
679,019
66,300,000
66,250,000
100,000
-
67,189,142
375,000
254,919
643,725
-
-
-
-
-
415,497
327,795
136,677
-
-
746,834
250,000
-
415,000
-
1,197,205
50,100
-
-
-
-
-
-
-
-
(254,919)
-
679,019
67,046,834
66,500,000
100,000
415,000
67,604,639
1,900,000
186,777
643,725
Total 201,791,805 879,969 2,659,139 (254,919) 205,075,994

(i) The closing balance equals his shareholding at the 5th of May when he ceased to be a key management personnel member.

Performance Rights

The number of performance rights over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group is set out below:

Balance at Balance at
the start of Lapsed / the end of
Name theyear Granted Exercised Expired theyear
G. Sakkas
B. Skender
D. Briggs
P. Fouracre
489,586
1,409,744
324,504
177,399
-
6,359,057
172,499
-
(415,497)
(327,795)
(136,677)
-
(74,089)
-
-
(177,399)
-
7,441,006
360,326
-
Total 2,401,233 6,531,556 (879,969) (251,488) 7,801,332

There were no performance rights that had vested or were exercisable as at 30 June 2025 or at the date of this report.

Options

The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group is set out below:

Balance at Balance at
the start of Lapsed / the end of
Name theyear Granted Exercised Expired theyear
B. Skender 10,000,000 5,000,000 - - 15,000,000
Total 10,000,000 5,000,000 - - 15,000,000

Details of the options on issue are provided in Note 33.

26

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Related party disclosures

During FY2025, there were a number of related party transactions, as detailed in Note 29 and summarised as follows:

  • Fees totalling $40,000 (2024: $40,000) plus GST were charged by a Director-related entity, MG Capital Trust, for consulting services provided, of which $11,000 (2024: $11,000) including GST was owing at 30 June 2025; and

  • Intellectual property and software development services were charged by a Director-related entity, Applantis Pty. Ltd., totalling $141,500 (2024: $360,500) plus GST, of which $nil (2024: $28,500) including GST was owing as at 30 June 2025. Applantis Pty. Ltd. is an entity associated with Mr. Gerry Sakkas, Mr. Mark Goulopoulos and Mr. Aaron Pasias.

This concludes the remuneration report, which has been audited.

Performance Rights on Issue

The table below contains a listing of all performance rights on issue as at the date of this report:

Fair value Number
Per right of
Grant Expiry Exercise At Grant Rights
Date Date Price Date Granted
27-Oct-22
17-Oct-23
17-Oct-23
17-Oct-23
17-Oct-23
10-Oct-24
10-Oct-24
14-Apr-25
27-Oct-27
17-Oct-28
17-Oct-28
17-Oct-28
17-Oct-28
10-Oct-29
10-Oct-29
22-Apr-30
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
$ 0.61
$ 0.23
$ 0.43
$ 0.43
$ 0.28
$ 0.28
$ 0.37
$0.17
133,252
65,911
49,433
49,433
1,000,000
172,499
1,000,000
5,359,057
7,829,585

Shares issued on the exercise of options

There were 1,184,225 shares issued on the exercise of options at nil exercise price during the year ended 30 June 2025.

Indemnity and insurance of officers

The Group has indemnified the directors and executives of the Group for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Group paid a premium in respect of a contract to insure the directors and executives of the Group against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor.

During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.

27

PlaySide Studios Limited Directors' report (continued) 30 June 2025

Proceedings on behalf of the Group

No person has applied to the Court for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in Note 26 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in Note 26 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Group, acting as advocate for the Group or jointly sharing economic risks and rewards.

Officers of the Group who are former partners of BDO Audit Pty Ltd

There are no officers of the Group who are former partners of BDO Audit Pty Ltd.

Rounding of amounts

The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Auditor’s independence declaration

A copy of the auditor’s independence as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001 .

On behalf of the directors.


Cristiano Nicolli

Chairman

27 August 2025 Melbourne, Australia

28

Tel: +61 3 9603 1700 Collins Square, Tower Four Fax: +61 3 9602 3870 Level 18, 727 Collins Street www.bdo.com.au Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia

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DECLARATION OF INDEPENDENCE BY SALIM BISKRI TO THE DIRECTORS OF PLAYSIDE STUDIOS LIMITED

As lead auditor of PlaySide Studios Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of PlaySide Studios Limited and the entities it controlled during the period.

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Salim Biskri

Director

BDO Audit Pty Ltd

Melbourne

27 August 2025

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

PlaySide Studios Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2025

Consolidated Consolidated Consolidated
Note 2025 2024
$ '000 $ '000
Revenue
4
Other income
5
Fair value gain/(loss) on derivative financial instruments
Expenses
Employee benefits expense
6
General and administrative expenses
6
Selling expenses
6
Impairment of capitalised development costs
6, 13
Depreciation and amortisation expense
6
Finance costs
6
(Loss)/profit before income tax expense
Income tax benefit/(expense)
7
(Loss)/profit after income tax benefit/expense for the
year attributable to the owners of PlaySide Studios
Limited
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
20
Other comprehensive (loss)/income for the year, net of
tax
Total comprehensive (loss)/income for the year
attributable to the owners of PlaySide Studios Limited
Basic (losses)/earnings per share
34
Diluted (losses)/earnings per share
34
48,698
3,179
197
(31,756)
(13,108)
(13,784)
-
(6,507)
(68)
(13,149)
1,042
(12,107)
2
2
(12,105)
Cents
(2.95)
(2.95)
64,637
3,700
(438)
(32,387)
(11,210)
(5,223)
(169)
(5,868)
(93)
12,949
(1,635)
11,314
(3)
(3)
11,311
Cents
2.77
2.72

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

30

PlaySide Studios Limited Consolidated statement of financial position As at 30 June 2025

Consolidated Consolidated Consolidated
Note 2025 2024
$ '000 $ '000
Assets
Current assets
Cash and cash equivalents
8
Trade and other receivables
9
Other current assets
10
Total current assets
Non-current assets
Property, plant and equipment
11
Right-of-use assets
12
Intangibles
13
Other financial assets
14
Deferred tax asset
15
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
16
Lease liabilities
17
Current tax liability
7
Employee benefits
18
Total current liabilities
Non-current liabilities
Trade and other payables
16
Lease liabilities
17
Employee benefits
18
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
19
Reserves
20
(Accumulated losses)/retained profits
21
Total equity
13,477
6,691
2,735
22,903
2,262
1,010
27,656
331
1,264
32,523
55,426
9,123
940
1,064
2,153
13,280
2,296
232
327
2,855
16,135
39,291
47,052
788
(8,549)
39,291
37,111
7,512
1,866
46,489
2,310
1,836
18,097
331
160
22,734
69,223
10,173
872
905
2,624
14,574
2,068
1,172
215
3,455
18,029
51,194
46,192
1,444
3,558
51,194

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

31

PlaySide Studios Limited Consolidated statement of changes in equity For the year ended 30 June 2025

Issued Accumulated Total
capital Reserves Losses equity
Consolidated $ '000 $ '000 $ '000 $ '000
Balance at 1 July 2023
Profit after income tax
Other comprehensive income, net of tax
Total comprehensive income
Transactions with owners in their capacity as owners:
Tax charge associated with capital raising costs
Other transactions:
Share-based payments (note 20)
-
Expense incurred during the year
-
Transfer to Issued Capital on Exercise of Employee Share
Options
-
Transfer to Issued Capital on issue of shares under
Employee Share Plan
Balance at 30 June 2024
45,429
-
-
1,136
-
(3)
(7,756)
11,314
-
38,809
11,314
(3)
-
(93)
-
624
232
(3)
-
1,167
(624)
(232)
11,314
-
-
-
-
11,311
(93)
1,167
-
-
46,192 1,444 3,558 51,194
Total
equity
$ '000
51,194
(12,107)
2
(12,105)
(159)
361
-
-
39,291
Issued Retained
capital Reserves profits
Consolidated $ '000 $ '000 $ '000
Balance at 1 July 2024
Loss after income tax
Other comprehensive income, net of tax
Total comprehensive income
Transactions with owners in their capacity as owners:
Tax charge associated with capital raising costs
Other transactions:
Share-based payments (note 20)
-
Expense incurred during the year
-
Transfer to Issued Capital on Exercise of Employee Share
Options
-
Transfer to Issued Capital on issue of shares under
Employee Share Plan
Balance at 30 June 2025
46,192
-
-
1,444
-
2
3,558
(12,107)
-
-
(159)
-
728
291
2
-
361
(728)
(291)
(12,107)
-
-
-
-
47,052 788 (8,549)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

32

PlaySide Studios Limited Consolidated statement of cash flows For the year ended 30 June 2025

Consolidated Consolidated Consolidated
Note 2025
$ '000
2024
$ '000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Government grants received
Interest received
Interest paid
Interest paid on lease liabilities
Income taxes paid
Net cash (used in)/provided by operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Proceeds on disposal of property, plant and equipment
Payments for security deposits
Payments for intangibles
Net cash used in investing activities
Cash flows from financing activities
Repayment of lease liabilities
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
49,924
(59,739)
1,692
921
(6)
(62)
(63)
65,495
(48,933)
168
1,445
-
(93)
-
(7,333)
(806)
3
-
(14,392)
(15,195)
(872)
(872)
(23,400)
37,111
(234)
13,477
18,082
(1,264)
-
(188)
(10,335)
(11,787)
(763)
(763)
5,532
32,200
(621)
37,111

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

33

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 1. Material accounting policies

The material accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB'), as appropriate for for-profit oriented entities. These financial statements also comply with IFRS Accounting Standards as issued by the International Accounting Standards Board ('IASB').

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Group will have sufficient cash to pay its debts, as and when they become payable, for a period of at least 12 months from the date the financial report is authorised for issue.

During the current year the Group incurred a net loss after tax of $12.1 million, used net cash in operating activities of $7.3 million and used net cash in investing activities of $15.2 million.

As at 30 June 2025 the Group had $13.5 million in cash (30 June 2024: $37.1 million), net current assets of $9.6 million (30 June 2024: $31.9 million) and net assets of $39.3 million (30 June 2024: $51.2 million).

Subsequent to the appointment of a new Chief Executive Officer in March 2025, the Group undertook a material operational restructure in which 62 staff were made redundant and several projects with negative operating cash flows were cancelled. The restructure was designed to materially reduce the fixed cost base of the Group leading into the FY2026 period.

Subsequent to year-end, the Company announced that it had successfully completed a share placement to sophisticated and professional investors. The net cash proceeds of $6 million were received on 4 August 2025 and will be used to strengthen the balance sheet in advance of major original IP titles planned for launch during FY26.

In order to ensure its current shareholders were also offered the opportunity to acquire shares at the placement price of $0.20 per share, the Company is in the process of undertaking a Share Purchase Plan to raise approximately $3 million. The Share Purchase Plan offer is scheduled to close on 2 September 2025.

The Group has prepared a cash flow forecast that supports the ability of the Group to continue as a going concern. The Group expects operating cashflows in FY2026 to improve relative to FY2025, underpinned by the net revenues generated from its major Original IP launches and ongoing and new Work for Hire Contracts, and supported by a significantly reduced cost base. In addition, the cash rebate anticipated from the Group’s FY2025 Digital Games Tax Offset (DGTO) claim, due to be lodged over the next month, is expected to exceed $6 million due to the increased level of qualifying expenditure incurred during that year.

The Directors are satisfied that the Group’s cash position will enable the Group to pay its debts as and when they fall due for a period of no less than 12 months from the date that these financial statements are authorized for issue.

34

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are material to the financial statements, are disclosed in Note 2.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in Note 30.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of PlaySide Studios Limited ('Company' or 'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. PlaySide Studios Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity' or the ‘Group’.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is the Chief Executive Officer. The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Foreign currency translation

The financial statements are presented in Australian dollars, which is PlaySide Studios Limited's functional and presentation currency.

35

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

The Group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

Financial assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

36

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Impairment of non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Revenue recognition

Revenue includes income from the commercial release of full games, paid downloadable content and royalties from published games. The Group recognises revenue as follows:

Revenue from contracts - Work for hire Games

The Group develops game titles on behalf of third party. Revenue is brought into account at a point of time or on a percentage of completion basis as services are provided, depending on the performance obligations identified in the sales contract. Contracts can be either time-and-materials based or milestone-based. Time-and-materials based contract revenue is recognised as the related services are rendered. Revenue invoiced for incomplete performance obligations is recognised on a percentage of completion basis, and is recognised as a liability in deferred revenue.

Revenue from contracts - Original IP Games

Revenue generated from game titles published by the Group on platforms such as ‘Apple App Store’, ‘Google Play Store’ and others is in the form of fees received from third party digital distributors who have a license to sell the Group’s own and third-party games to consumers. Revenue from games titles published is recognised at a point in time.

Revenue from contracts – Publishing titles

The Group has signed publishing agreements with developers of a number of titles whereby as the publisher revenue is recognised by the Group at a point of time basis based on the revenue received or receivable from gaming platforms, net of any applicable platform fees.

37

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Other income

Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. R&D tax incentives received or receivable are accounted for under AASB 120 Accounting for Government Grants and Disclosure of Government Assistance as other income, unless related to capitalised expenditure in which case it is offset against the original asset and realised through a lower amortisation charge across that asset’s useful life.

If conditions are attached to the grant which must be satisfied before the Group is eligible to retain the contribution, the grant will be recognised in the statement of financial position as a liability until those conditions are satisfied.

Interest

Interest revenue is recognised as interest accrues using the effective interest method.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

  • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences

  • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

38

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Leasehold improvements 10%
Furniture & fixtures 10%
Computer equipment 20%-50%

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

Right of use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment or adjusted for any re-measurement of lease liabilities.

39

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Intangible assets

Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from de-recognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Games under development

Games under development costs mainly relate to payment of licence fees, third party developer expenses and employee benefit related expenditure that has been directly incurred in developing a game prior to its launch and the point which it commences to earn revenue for the Group. Games under development and not ready for use at balance date is subject to impairment testing.

Development costs are recognised as assets where it is probable that the use of the asset will generate future economic benefits and where the costs of the asset can be determined reliably.

Development costs are capitalised as an intangible asset if all of the following criteria are met:

  • The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • The intention to complete the intangible asset and use or sell it;

  • The ability to use or sell the intangible asset;

  • The asset will generate probable future economic benefits and demonstrate the existence of a market of the usefulness of the intangible asset if it is to be used internally;

  • The availability of adequate technical, financial and other resources to complete the development and to use or sell it; and

  • The ability to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised games post launch

These Games are generally expected to have a finite life and hence will be measured subsequent to launch at cost less amortisation and any impairment. Capitalised games post launch are amortised from the date they are available for use on either a straight-line basis (Mobile Games) or a reducing balance basis (PC/Console Games) over their useful lives, being the estimated period over which the Group expects to generate future economic benefits from these assets.

The initial amortisation period involves a degree of judgement but will not generally be greater than 12 months and will be re-assessed each balance date based on the performance of the game, in particular its progressive number of downloads and the impact this has on the Game’s revenue projections and useful life post balance date. There will likely be instances where the initial amortization period needs to be reduced where the game performance does not match initial management expectations. Subsequent expenditures on capitalised games post launch are capitalised only when they increase the future economic benefits embodied in the specific assets to which they relate. All other expenditure is expensed as incurred. Capitalised costs relating to post launch games are assessed for indicators of impairment. If impairment indicators exist the capitalised costs are subject to impairment testing.

During the period, the company revised its useful life for games launched across PC and other major consoles to reflect major benefits being received after the initial purchase of the game by the consumer and a relatively short economic life due to the volume of new game releases available to consumers. These games have an amortisation period of one year split as follows:

  • Quarter 1: 50% of original cost

  • Quarter 2: 30% of original cost (cumulative 80%)

  • Quarter 3: 15% of original cost (cumulative 95%)

  • Quarter 4: 5% of original cost (cumulative 100% at end of quarter 4).

40

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Games under Publishing Arrangements

In late FY2023, the Group formed a publishing division which enters into agreements with third-party developers and intellectual property (IP) owners to secure IP rights to support the development and publication of certain games or game content. These agreements typically contain a combination of:

  • Milestone payments to assist the third-party completing the development of the Game – these payments are capitalised as Intangible Assets (development costs) in accordance with the principles of AASB 138;

  • An agreed royalty stream post launch, normally payable at a set fixed percentage of net revenues after the recovery of recoupable costs, which are expensed as incurred; and

  • Guaranteed minimum amounts payable to the IP owner – these amounts are typically treated as license costs and capitalised as intangible assets in accordance with the principles of AASB 138.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be wholly settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be wholly settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

41

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of PlaySide Studios Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Rounding of amounts

The financial report is presented in Australian dollars and all values are rounded to the nearest thousand ($000), except when otherwise indicated under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies.

Note 2. Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. In the future, actual experience may differ from these estimates and assumptions. The Directors consider that no reasonably possible changes to any of the assumptions used in the estimates would in the view of the Directors give rise to significant risk of a material adjustment to the carrying value of the associated balances in the subsequent financial year.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Capitalisation of development costs

The identification of development costs that meet the criteria for capitalisation is dependent on management’s judgement and knowledge of the work done. Judgements around capitalisation are based on the information available at initial recognition. Economic success of any development is based upon expected future cashflows, where this can be measured reliably, but remains uncertain at the time of recognition as it may be subject to future technical problems and therefore a review for indicators of impairment is completed by game at each period-end date.

Impairment of capitalised development costs

Intangible assets are subject to amortisation and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Judgement around amortisation periods is needed to ensure the useful economic life of a game is relevant to the expected period of customer demand. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

42

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

For the purposes of assessing impairment, assets are reviewed by project for which there are separately identifiable cashflows. Estimated future cashflows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Allowance for expected credit losses

The Group recognises a loss allowance for expected credit losses (ECLs) on trade receivables. The Group applies the simplified approach as per AASB 9 Financial Instruments, which requires expected lifetime losses from initial recognition of the receivable. The ECLs are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as forecast direction of conditions at the reporting date, including time value of money where appropriate. The amount of ECLs is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. To ascertain the impairment allowance under the simplified approach, trade receivables are grouped based on their due date.

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Revenue recognition over time

Revenue recognition relating to work for hire performance obligations where revenue is recognised over time using the percentage of completion method is a key accounting judgement. This measurement is an accounting judgment as management uses judgement to estimate costs incurred to date as a percentage of total estimated costs.

Deferred Tax Asset

The Group has recognised a deferred tax asset to reflect the tax effect of the net deductible temporary differences as at balance date. The recognition of this asset reflects the Group’s expectation that in future periods the business will return to earning taxable profits which will allow the tax benefits of the deferred tax asset to be fully recognised.

Note 3. Segment Information

PlaySide Studios Limited operates within the one reportable segment (development and monetization of mobile, PC and console video games).

The Group generated $48.698m (2024: $64.637m) in Operating Revenue from this segment and is not reliant on any one single customer or contract.

The Group does not provide any information on the geographical location of sales generated through Original IP revenue stream as the majority of revenue is through third-party distribution platforms which are responsible for the sales data of consumers.

The revenue generated from the Work for Hire revenue stream is from customers located in the United States of America.

All of the Group’s non-current assets are held within Australia.

43

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 4. Revenue

Consolidated Consolidated Consolidated
2025 2024
$ '000 $ '000
Revenue from contracts with customers
Work for hire
Original intellectual property
Publishing
Total Revenue
32,014
16,301
383
48,698
34,338
30,299
-
64,637

Note 5. Other Income

Consolidated Consolidated
2025 2024
$ '000 $ '000
Government grants
Interest revenue
Other
Total other income
2,253
921
5
3,179
1,946
1,445
309
3,700

44

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 6. Expenses

Consolidated Consolidated
2025 2024
$ '000 $ '000
(Loss)/Profit before income tax includes the following specific expenses:
Depreciation:
Leasehold improvements
Fixtures and fittings
Buildings right-of-use assets
Computer equipment
Total depreciation
Amortisation:
Computer software
Games
Total amortisation
Total depreciation and amortisation
Selling expenses
User acquisition advertising costs
Other selling expenses
Total selling expenses
General and administration expenses
Consultants, contractor and developer advancements
Accounting and audit fees
Software purchases
Domestic and international travel
Net foreign exchange loss
Other general and administrative expenses
Total general and administrative expenses
Finance costs
Interest and finance charges paid/payable on lease liabilities
Other interest paid/payable
Total finance costs
Impairment costs
Impairment of capitalised development costs
Total impairment costs
Employee benefits expense
Defined contribution superannuation expense
Share-based payments expense
Employee benefits expense excluding superannuation
Total employee benefits expenses
163
61
826
624
1,674
10
4,823
4,833
6,507
6,813
6,971
13,784
5,372
319
3,083
707
432
3,195
13,108
62
6
68
-
-
3,677
361
27,718
31,756
87
48
805
514
1,454
6
4,408
4,414
5,868
3,743
1,480
5,223
5,206
211
2,357
647
182
2,607
11,210
93
-
93
169
169
3,011
1,167
28,209
32,387

45

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 7. Income tax

Consolidated Consolidated
2025 2024
$ '000 $ '000
Income tax expense
Current tax
Deferred tax - origination and reversal of temporary differences
Restatement of prior year Deferred Tax Balances (2024: from 25% to 30%)
Adjustment recognised for prior periods
Aggregate income tax (benefit)/expense
Deferred tax included in income tax expense comprises:
Increase/(decrease) in deferred tax assets (note 15)
Deferred tax - origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense
Tax at the statutory rate of 30% (2024: 30%)
Tax effect amounts that are not deductible/(taxable) in calculating taxable
income:
Expenses not deductible for tax purposes
Adjustment for R&D incentive benefit recorded as income
Non-deductible entertainment
Digital games tax rebate
Deferred tax not recognised (deferred tax assets on the carried forward
losses)
Prior year tax losses recouped in the current year
Restatement of prior year Deferred Tax Balances (2024: from 25% to 30%)
Deferred income tax related to items charged directly to equity
Prior non-refundable R&D offset not recognised
Under/(over) provision for tax
Other adjustments
Income tax (benefit)/expense
Amounts charged/(credited) directly to equity
Deferred tax assets (note 15)
Provision for Income tax
Current provision for income tax
Unused tax losses as at 30 June 2025 carried forward are $11,943,742 (2024: $nil).
221
(1,263)
-
-
(1,042)
1,263
1,263
(13,149)
(3,945)
108
(579)
81
-
3,583
-
-
(159)
-
-
(131)
(1,042)
159
159
1,064
1,064
1,424
691
(189)
(291)
1,635
691
691
12,949
3,885
350
(53)
-
(441)
-
(1,468)
(189)
(158)
(392)
101
-
1,635
93
93
905
905

46

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 8. Cash and cash equivalents

Consolidated Consolidated
2025 2024
$ '000 $ '000
Current assets
Cash on hand
Cash at bank
Cash on deposit
6
8,871
4,600
13,477
8
6,564
30,539
37,111

Note 9. Trade and other receivables

Consolidated Consolidated
2025 2024
$ '000 $ '000
Current assets
Trade receivables
Less: Allowance for expected credit losses
Government grants receivable
GST receivable
4,224
-
4,224
2,206
261
6,691
5,550
-
5,550
1,646
316
7,512

Allowance for expected credit losses

The Group has recognised an expense of $nil in the profit or loss in respect of the expected credit losses for the year ended 30 June 2025 (30 June 2024: $nil).

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

Allowance for expected Allowance for expected
Expected credit loss rate Carrying amount credit losses
2025 2024 2025 2024 2025 2024
Consolidated % % $'000 $'000 $'000 $'000
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
-
-
-
-
-
-
-
-
2,581
1,588
55
-
5,314
236
-
-
-
-
-
-
-
-
-
-
- - 4,224 5,550 - -

No receivables have been written off at 30 June 2025 (30 June 2024: $nil)

47

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 10. Other current assets

Consolidated Consolidated
2025 2024
$ '000 $ '000
Current assets
Prepayments
Derivative financial instruments (refer Note 24)
2,461
274
2,735
1,789
77
1,866

Note 11. Property, plant and equipment

Consolidated Consolidated
2025 2024
$ '000 $ '000
Non-current assets
Leasehold improvements – at cost
Less: Accumulated depreciation
Furniture and fixtures – at cost
Less: Accumulated depreciation
Computer equipment – at cost
Less: Accumulated depreciation
1,644
(528)
1,116
617
(231)
386
2,534
(1,774)
760
2,262
1,357
(365)
992
572
(170)
402
2,075
(1,159)
916
2,310

Reconciliations to the written down values at the beginning and end of the current and previous financial year are set out below:

Leasehold Total
$ '000
1,695
1,264
(649)
2,310
806
(6)
(848)
2,262
improve- Furniture and
Computer
ments fixtures equipment
Consolidated $ '000 $ '000 $ '000
Balance at 1 July 2023
Additions
Depreciation expense
Balance at 30 June 2024
Additions
Disposals
Depreciation expense
Balance at 30 June 2025
610
469
(87)
282
168
(48)
803
627
(514)
992
287
-
(163)
402
45
-

(61)
916
474
(6)

(624)
1,116 386 760

48

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 12. Right of use assets

Consolidated Consolidated
2025 2024
$ '000 $ '000
Non-current assets
Land and buildings – right-of-use
Less: Accumulated depreciation
Land and buildings – right-of-use
Opening balance
Additions
Depreciation
Closing balance
Details of lease liability obligations are disclosed in Notes 17 and 23.
4,304
(3,294)
1,010
1,836
-
(826)
1,010
4,304
(2,468)
1,836
1,510
1,131
(805)
1,836

The Group has elected not to recognise a right of use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Note 13. Intangibles

Consolidated Consolidated
2025 2024
$ '000 $ '000
Non-current assets
Brand names, licences and trademarks
Software – finite life
Original IP Work in Progress – finite life (i)
Original IP Post Launch – finite life (ii)
10,885
327
16,074
370
27,656
10,885
-
6,989
223
18,097

(i) Not ready for use (ii) Costs ceased to be capitalised post launch.

49

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Brand Original IP
Work in
Original IP
Post
names,
licences and
trademarks Software Progress Launch Total
Consolidated $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2023
Additions – internally generated
Additions – licences purchased
Transfer from WIP to Production
Amortisation
Impairment
Balance at 30 June 2024
Additions – internally generated
Additions – licences purchased
Transfer from WIP to Production
Amortisation
Impairment
Balance at 30 June 2025
2,082
-
8,803
-
-
10,885
-
-
-
-
-
10,885
6
-
-
-
(6)
-
-
-
337
-
(10)
-
327
156
8,848
-
(1,846)
-
(169)
6,989
14,055
-
(4,970)
-
-
16,074
2,785
-
1,846
(4,408)
-
223
-
-
4,970
(4,823)
-
370
5,029
8,848
8,803
-
(4,414)
(169)
18,097
14,055
337
-
(4,833)
-
27,656

Intangible assets are subject to amortisation and reviewed for impairment both annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Judgement around amortisation periods is needed to ensure the useful economic life of a game is relevant to the expected period of customer demand. An impairment loss is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of impairment, assets are reviewed by project for which there are separately identifiable cash flows. For the costs capitalised related to titles yet to be launched, the recoverable amount of at 30 June 2025 is determined from the value in use. The key assumption in calculating the value in use was the expected future cashflows. Cashflows forecast have been created up to three year as a basis of the expected future cashflows with a post-tax discount rate of 13.3% (30 June 2024: 13.3%) being applied to the future cashflows. The directors have assessed the sensitivity of the impairment test to incorporate reasonable possible changes in the key assumptions and noted that no material impairment exists in any cases. The group has applied a discount rate 13.3% (post tax, 2024: 13.3% post tax) in its value in use models.

Note 14. Other financial assets – non-current

Consolidated Consolidated
2025 2024
$ '000 $ '000
Non-current assets
Bonds and deposits
331
331
331
331

50

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 15. Deferred tax asset

Consolidated Consolidated
2025 2024
$ ‘000 $ ‘000
Non-current assets
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
Employee benefits
Leases
Accrued expenses
Unrealised FX gains
WIP movements
Income in advance
Software license fees
DTA re Black hole expenses
Deferred tax asset
Movements:
Opening balance
Credited/(Charged) to profit or loss (note 7)
Credited to equity (note 7)
Closing balance
(85)
995
48
38
204
(93)
65
11
81
1,264
(381)
1,106
62
30
46
(1,049)
65
15
266
160
160
1,263
(159)
1,264
944
(691)
(93)
160

Note 16. Trade and other payables

Consolidated Consolidated
2025 2024
$ ‘000 $ ‘000
Current liabilities
Trade payables
Deferred revenue
Deferred consideration (i)
Other payables
Non-current liabilities
Deferred consideration
Movements in Deferred revenue:
Opening balance
(Credited)/Debited to profit or loss
Closing balance
3,502
217
3,062
2,342
9,123
2,296
2,296
239
(22)
217
2,008
239
5,248
2,678
10,173
2,068
2,068
2,190
(1,951)
239
  • i. The deferred consideration relates to future payment of guarantee license for a publishing contract entered into during the year. Refer to note 23 for further information on financial instruments.

51

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 17. Lease liabilities

Consolidated
2025
2024
$ ‘000
$ ‘000
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Refer to note 23 for lease maturity analysis.
940
872
232
1,172

Note 18. Employee benefits

Consolidated
2025
2024
$ ‘000
$ ‘000
Current liabilities
Employee benefits
Non-current liabilities
Employee benefits
2,153
2,624
327
215

Amounts not expected to be settled within the next 12 months.

The current provision for employee benefits includes all entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the Group does not have a right to defer settlement. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

52

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 19. Issued Capital

Consolidated Consolidated Consolidated
2025 2024 2025 2024
Shares Shares $ ‘000 $ ‘000
Shares issued and fully paid for:
Beginning of the year
Exercise of performance options
Issued under employee share plan
Total Contributed equity at the end of the reporting
period
Tax credit/(charge) associated with Share issue
Total Contributed equity at the end of the reporting
period
410,529,830
408,651,861
1,184,225
693,744
410,529,830
-
410,529,830
408,651,861
406,806,727
1,434,494
410,640
408,651,861
-
408,651,861
47,052
46,192
728
291
47,211
(159)
47,052
46,192
45,429
624
232
46,285
(93)
46,192

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The capital risk management policy remains unchanged from the prior year.

The Group does not at present have any external financing arrangements as it is in a net cash position as at 30 June 2025.

53

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 20. Reserves

Consolidated Consolidated
2025 2024
$ ‘000 $ ‘000
Share-based payments reserve
Foreign currency translation reserve
774
14
788
1,432
12
1,444

Share-based payments reserve

This reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Foreign currency translation reserve

This reserve arises from the differences in the translation of certain intercompany balances in the balance sheet, arising from the consolidation of the Company’s New Zealand subsidiary. The balance may be reclassified subsequently to profit and loss if the subsidiary was sold.

Movements in reserves:

Movements in each class of reserve during the current and previous financial year are set out below:

Share-based payments reserve
Opening balance
Expense incurred during the year
Transfer to Issued Capital on Exercise of Employee Share Options
Transfer to Issued Capital Under Employee Share Scheme
Closing balance
Foreign currency translation reserve
Opening balance
Foreign currency translation during the year
Closing balance
1,432
361
(728)
(291)
774
12
2
14
1,121
1,167
(624)
(232)
1,432
15
(3)
12

54

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 21. (Accumulated losses)/Retained profits

Consolidated Consolidated
2025 2024
$ ‘000 $ ‘000
Retained profits/(accumulated losses) at the beginning of the financial year
(Loss)/profit after income tax expense for the year
Closing balance at the end of the financial year
3,558
(12,107)
(8,549)
(7,756)
11,314
3,558

Note 22. Dividends

Consolidated
2025 2024
$ '000 $ '000
Dividends Paid during the financial year were as follows:
Final dividend for the year ended 30 June 2025 of $nil (2024: $nil) per
ordinary share - -

Accounting policy for dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the Group.

Franking credits: Franking credits available for subsequent financial years based on a tax rate of 30% (2024: 30%) - -

The Company has a debit franking account balance of $nil as at end June 2025 (2024: $nil).

Note 23. Financial instruments

Financial risk management objectives

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk.

The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange and ageing analysis.

55

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

The Company’s Board has overall responsibility for the establishment and oversight of the consolidated entity’s risk management framework. During FY2024, the Board established the Audit & Risk Committee, which is responsible for developing and monitoring the consolidated entity’s risk management policies. The consolidated entity’s risk management policies are established to identify and analyse the risks faced by the consolidated entity, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the consolidated entity’s activities. The consolidated entity, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit & Risk Committee oversees how management monitors compliance with the consolidated entity’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Consolidated entity.

Market risk

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated
Assets Liabilities
2025 2024 2025 2024
$ '000 $ '000 $ '000 $ '000
US Dollars
NZ Dollars
Euro
Total in AUD
2,626
-
-
6,936
-
-
5,461
9
60
6,000
3
-
2,626 6,936 5,530 6,003

The Group had net liabilities denominated in foreign currencies of $2,904,262 (assets of $2,625,649 less liabilities of $5,529,941) as at 30 June 2025 (2024: net assets of $932,620 (assets of $6,935,661 less liabilities of $6,003,041)).

Based on this exposure, had the Australian dollar weakened by 10%/strengthened by 5% (2024: weakened by 10%/strengthened by 5%) against these foreign currencies with all other variables held constant, the Group's profit before tax for the year would have been $290,426 lower/$145,213 higher (2024: $93,262 higher/$46,631 lower) and equity would have been $290,426 lower/$145,213 higher (2024: $93,262 higher/$46,631 lower).

The percentage change is the expected overall volatility of the significant currencies, which is based on management's assessment of reasonable possible fluctuations taking into consideration movements over the last six months each year and the spot rate at each reporting date. The actual foreign exchange loss for the year ended 30 June 2025 was $233,758 (2024: loss of $621,008).

56

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Price risk

Price risk can impact a company’s revenue where the price of a company’s goods or services can be materially influenced by the actions of competitors operating in the same market.

The Group has not observed any changes in the behaviour of its competitors that would result in any exposure to any significant price risk.

Interest rate risk

Interest rate risk arises when a company has debt that is subject to a variable or floating rate of interest.

The Group is not exposed to any significant interest rate risk on the basis it has no borrowings and has been in a net cash position throughout FY2025 and FY2024.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The Group deals with a low number of counterparties, which are all deemed to be quality counterparties. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any loss allowance for those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than six months.

Liquidity risk

Liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves and continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Financing arrangements

The Group does not have any borrowing facilities in place at the reporting date. This does not present a financing risk as the Group has sufficient cash reserves in place to fund the business for the foreseeable future.

Remaining contractual maturities

The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

57

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Consolidated - 2025 Consolidated - 2025 Consolidated - 2025
Weighted Remaining
average Between 1 Between 2 contractual
interest rate 1 year or less and 2 years and 5 years Over 5 years maturities
% $ '000 $ '000 $ '000 $ '000 $ '000
Non-derivatives
Non-interest bearing
Trade payables
-
Deferred revenue
-
Deferred consideration
-
Other payables
-
Interest-bearing - fixed
Lease liability
4.00%
Total non-derivatives
3,502
217
3,062
2,342

940
-
-
2,296
-
232
-
-
-
-
-
-
-
-
-
-
3,502
217
5,358
2,342
1,172
10,063 2,528 - - 12,591
Consolidated - 2024 Consolidated - 2024 Consolidated - 2024
Weighted Remaining
average Between 1 Between 2 contractual
interest rate 1 year or less and 2 years and 5 years Over 5 years maturities
% $ '000 $ '000 $ '000 $ '000 $ '000
Non-derivatives
Non-interest bearing
Trade payables
-
Deferred revenue
-
Deferred consideration
-
Other payables
-
Interest-bearing - fixed
Lease liability
4.00%
Total non-derivatives
2,008
239
2,195
2,601

872
-
-
2,926
-
941
-
-
2,195
-
231
-
-
-
-
-
2,008
239
7,316
2,601
2,044
7,915 3,867 2,426 - 14,208

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

58

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 24. Fair value measurement

Fair value hierarchy

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

The Group holds forex forward contracts to sell USD. The receivable totals $274,352 as at 30 June 2025 (2024: receivable of $76,925). This receivable is classed as being Level 2 in the Fair value hierarchy, meaning that the inputs are observable for the receivable, either directly or indirectly. There were no transfers between levels in FY2025 or FY2024.

Note 25. Key management personnel disclosures

Non-Executive Directors

Cristiano Nicolli Independent Chairman Aaron Pasias Non-independent Director Mark Goulopoulos Non-independent Director Sophie Karzis Independent Director Guy Costantini Independent Director (appointed 26 February 2025)

All of the above persons were directors of PlaySide Studios Limited for the entire year-ended 30 June 2025, unless otherwise stated.

Other Key Management Personnel

The following persons had authority and responsibility for planning, directing, and controlling the activities of the Group directly or indirectly during the year-ended 30 June 2025:

Gerry Sakkas Chief Creative Officer (resigned as a director 5 May 2025)
Benn Skender Chief Executive Officer (appointed as CEO on 20 March 2025)
Paul Fouracre Chief Operating Officer (terminated 1 July 2024)
Darren Briggs Chief Financial Officer and Company Secretary

All of the above persons were employed by PlaySide Studios Limited and were key management personnel for the entire period ended 30 June 2025 unless otherwise stated.

Consolidated Consolidated
2025 2024
$ $
Short-term employee benefits
Post-employment benefits
Long-term employment benefits
Other benefits (i) (ii)
Share-based payments
1,766,518
125,221
(74,946)
87,500
56,307
1,960,600
1,838,393
148,222
18,143
249,170
785,578
3,039,506

59

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

(i) Mr Fouracre left the Company on the 1st July 2024. He was paid a total of $249,170 in termination benefits, which included an amount of $156,998 in lieu of long-term incentives which was due to vest on 31 August 2024 as well as an amount of $19,445 for the payout of his accrued annual leave entitlements as at termination date.

(ii) Mr Sakkas was Managing Director and Chief Executive Officer until 20 March 2025 when he transitioned into the role of Creative Director. Mr Sakkas resigned from the Creative Director role and from the Group’s Board of Directors on 5 May 2025. He was paid a termination benefit of $87,500 for three months in lieu of notice and he was also paid a total of $229,772 in annual and long service leave entitlements on departure.

Note 26. Remuneration of auditors

Consolidated Consolidated
2025 2024
$ $
Audit services – BDO Audit Pty Ltd
Audit or review of the financial statements -
Current year
Other services – BDO Services Pty Ltd
Taxation compliance services
192,000
15,000
207,000
157,000
14,945
171,945

Note 27. Contingent assets and liabilities

The Group has no contingent assets or liabilities as at 30 June 2025 or 30 June 2024.

Note 28. Commitments

The Group had capital commitments for games development (intangibles) as at 30 June 2025 of $1,820,788 (30 June 2024: $2,968,634).

In addition, the Group had marketing and advertising commitments under one of the Group’s licensed gaming contracts totalling $3.5 million USD (AUD: $5,358,045) as at 30 June 2025 (30 June 2024: $4 million USD (AUD: $5,997,270)). These marketing commitments are likely to be met relatively evenly over the three years ending 30 June 2028.

Note 29. Related party transactions

Parent entity

PlaySide Studios Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 31.

Key management personnel

Disclosures relating to key management personnel are set out in note 25.

60

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Transactions with related parties

During FY2025, there were a number of related party transactions, which have been transacted on normal commercial terms, and summarised as follows:

  • Fees totalling $40,000 (2024: $40,000) plus GST were charged by a Director-related entity, MG Capital Trust, for consulting services provided, of which $11,000 (2024: $11,000) including GST was owing at 30 June 2025; and

  • Intellectual property and software development services were charged by a Director-related entity, Applantis Pty. Ltd., totalling $141,500 (2024: $360,500) plus GST, of which $nil (2024: $28,500) including GST was owing as at 30 June 2025. Applantis Pty. Ltd. is an entity associated with Mr. Gerry Sakkas, Mr. Mark Goulopoulos and Mr. Aaron Pasias.

The following transactions occurred with related parties:

Consolidated Consolidated
2025 2024
$ $
Payment for other expenses:

Consulting fees charged by a Director-related entity

Intellectual property and software development services charged by a Director-related
entity
Total expenses charged by Director-related entities
Amounts owing to Director-related entities:

MG Capital Trust

Applantis Pty. Ltd.
Total owing to Director-related entities
40,000
141,500
40,000
360,500
181,500 400,500
11,000
-
11,000
28,500
11,000 39,500

61

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 30. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Parent Parent
2025 2024
$ '000 $ '000
(Loss)/profit after income tax
Total comprehensive income
(12,381) 11,148
(12,381) 11,148

Statement of financial position

Parent Parent
2025 2024
$ '000 $ '000
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
(Accumulated losses)/retained profits
Total equity
22,330 46,420
54,860 68,821
13,194 14,380
16,049 17,835
47,052
788
(9,029)
46,192
1,445
3,349
38,811 50,986

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2025 and 30 June 2024.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.

Commitments

The Parent entity had capital commitments for games development (intangibles) as at 30 June 2025 of $1,820,788 (30 June 2024: $2,968,634).

In addition, the Parent entity had marketing and advertising commitments under one of the Parent entity’s licensed gaming contracts totalling $3.5 million USD (AUD: $5,358,045) as at 30 June 2025 (30 June 2024: $4 million USD (AUD: $5,997,270)). These marketing commitments are likely to be met relatively evenly over the three years ending 30 June 2028.

62

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in the financial statements, except for the following:

  • Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

  • Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

Note 31. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 1:

Ownership interest Ownership interest
Principal place of business / 2025 2024
Name Country of incorporation % %
Tap2Jump Pty Ltd
Australia
100.00%
100.00%
PlaySide Studios NZ Limited
New Zealand
100.00%
100.00%
PlaySide Studios LLC
USA
100.00%
100.00%
Dumbways Games Pty. Ltd.
Australia
100.00%
100.00%

Note 32. Reconciliation of profit/(loss) after income tax to net cash from operating activities

Consolidated Consolidated
2025 2024
$’000 $’000
(Loss)/profit after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Foreign exchange differences
Loss on sale of asset
Impairment of Capitalised Development Costs
Change in operating assets and liabilities:
Decrease/(Increase) in trade and other receivables
(Increase)/decrease in deferred tax assets
Increase in prepayments
Decrease in trade and other payables
Increase in provision for income tax
(Decrease)/Increase in employee benefits
Net cash (used in)/provided by operating activities
(12,107)
6,505
361
236
6
-
820
(1,263)
(870)
(822)
159
(358)
11,314
5,868
1,167
618
-
169
(1,504)
691
(1,159)
(686)
866
738
(7,333) 18,082

63

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 33. Share-based payments

Performance Rights Plan (PRP)

The PRP is the basis of PlaySide Studios Limited’s long-term reward scheme for selected senior employees and was implemented as part of the Company’s listing on the Australian Securities Exchange in December 2020.

In summary, eligible employees identified by the Board may be granted performance rights, which is an entitlement to a share subject to the satisfaction of exercise conditions on terms determined by the Board.

The details of the grants made and outstanding during the year-ended 30 June 2025 is detailed in the table below:

Fair Value Lapsed,
forfeited or
Balance at
Granted
Exercised
cancelled
Balance at
Grant
Expiry
Date
At Grant
Start of
During
During
During
End of
date
date
Exercisable
Date
Period
Period
Period
Period
Period
16-Nov-20
16-Nov-25
31-Aug-23
$ 0.20
27-Oct-21
27-Oct-26
31-Aug-23
$ 0.72
27-Oct-21
27-Oct-26
31-Aug-24
$ 0.72
7-Dec-21
7-Dec-26
31-Aug-24
$ 0.82
22-Oct-22
27-Oct-27
31-Aug-24
$ 0.61
22-Oct-22
27-Oct-27
31-Aug-24
$ 0.61
22-Oct-22
27-Oct-27
31-Aug-25
$ 0.61
17-Oct-23
17-Oct-28
31-Aug-25
$ 0.23
17-Oct-23
17-Oct-28
31-Aug-25
$ 0.43
17-Oct-23
17-Oct-28
31-Aug-25
$ 0.43
17-Oct-23
17-Oct-28
31-Aug-25
$ 0.28
10-Oct-24
10-Oct-29
31-Aug-26
$ 0.28
10-Oct-24
10-Oct-29
31-Aug-26
$ 0.37
10-Oct-24
10-Oct-29
31-Aug-25
$ 0.59
10-Oct-24
10-Oct-29
31-Aug-26
$ 0.59
10-Oct-24
10-Oct-29
31-Aug-27
$ 0.59
14-Apr-25
22-Apr-30
22-Apr-25
to
22-Apr-30
$ 0.17
Total
61,594
-
(61,594)
-
-
44,650
-
(44,650)
-
-
256,880
-
(199,340) (57,540)
-
16,680
-
(16,680)
-
-
613,638
-
(538,726) (74,912)
-
368,182
-
(323,235) (44,947)
-
215,491
-
-
(82,239)
133,252
65,911
-
-
-
65,911
49,433
-
-
-
49,433
49,433
-
-
-
49,433
1,000,000
-
-
-
1,000,000
-
172,499
-
-
172,499
-
1,000,000
-
-
1,000,000
-
200,000
-
(200,000)
-
-
300,000
-
(300,000)
-
-
500,000
-
(500,000)
-
-
5,359,057
-
-
5,359,057
2,741,892 7,531,556
(1,184,225) (1,259,638) 7,829,585

Performance rights do not carry voting or dividend entitlements. The fair value of performance rights issued during the year was based on the share price at the date of issue. All performance rights have no exercise price at either grant or vesting date.

There were no performance rights that had vested or were exercisable as at 30 June 2025 or at the date of this report.

64

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

The following table provides details of the four tranches of performance rights that were issued in FY2025 and included in the table above:

Tranche Tranche Tranche Tranche
Tranche
Tranche
Q R S T
U
V
Number Granted
Grant Date
Expiry Date
Share Price at grant date
Exercise Price
Expected Volatility
Expected dividend yield
Risk-free interest rate
172,499
10-Oct-24
10-Oct-28
$0.58
Nil
70.00%
0.00%
3.76%
1,000,000
10-Oct-24
10-Oct-28
$0.58
Nil
70.00%
0.00%
3.76%
200,000
10-Oct-24
10-Oct-28
$0.58
Nil
N/A
N/A
N/A
300,000
500,000
5,359,057
10-Oct-24
10-Oct-24
14-Apr-25
10-Oct-28
10-Oct-28
22-Apr-30
$0.58
$0.58
$0.17
Nil
Nil
Nil
N/A
N/A
97.07%
N/A
N/A
0.00%
N/A
N/A
3.577%
$0.59
$0.59
$0.17
Fair value atgrant date $0.28 $0.37 $0.59

Share Options

As part of his appointment as Chief Executive Officer on 20 March 2025, Mr Skender was granted ten million options over ordinary shares of the Company. These options are still on issue as at 30 June 2025.

The key terms relating to these options are as follows:

Issue date: 14 April 2025 Exercise price: $0.2668 per option Vesting conditions: The earlier of (i) 31 August 2026, or (ii) the occurrence of a change of control event Expiry date: 14 April 2030

As part of his initial employment agreement, in the year ended June 2023 Mr Skender was granted 5 million options over ordinary shares of the Company. These options are still on issue as at the end of June 2025.

For the above options, the valuation model inputs used to determine the fair value at the grant date, are as follows: Grant date: 16 November 2022 Expiry date: 16 November 2027 Share price at grant date: $0.5750 Exercise price: $0.8917 per option Expected volatility: 60.00% Expected dividend yield: 0.00% Risk-free interest rate: 3.29% Fair value at grant date: $0.2118 per option

The weighted average share price during the financial year ended 30 June 2025 was $0.39 (2024: $0.64).

65

PlaySide Studios Limited Notes to the consolidated financial statements 30 June 2025

Note 34. Earnings per share

Consolidated Consolidated
2025 2024
$ '000 $ '000
Loss/profit after income tax attributable to the owners of PlaySide Studios Limited

Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Adjustment for Employee Options & Performance Rights
Weighted average number of ordinary shares used in calculating diluted earnings per share

Basic earnings per share
Diluted earnings per share
(12,107) 11,314
Number
409,991,239

10,931,160
Number
408,037,902
8,119,857
420,922,399 416,157,759
Cents
(2.95)
(2.95)
Cents
2.77
2.72

* On the basis of the Group’s losses for the year ended 30 June 2025, the outstanding performance rights and options amounting to 22,829,585 at 30 June 2025 were considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation in that year.

Note 35. Events after the reporting period

On 25 July 2025, the company announced that it had received firm commitments for a placement to sophisticated and professional investors of 33 million shares at an issue price of 20 cents per share to raise $6.6m ($6.2m net of transaction costs) by way of a placement.

On 4 August 2025, the company issued 32,350,000 of these shares, after receiving a net amount of $6.04m in cash on 1 August 2025.

The remaining 650,000 shares and $0.13m in cash relate to company directors and will be issued subject to shareholder approval at the annual general meeting to be held on 22 October 2025.

In addition to the placement, on 4 August 2025, the company launched a Share Purchase Plan whereby eligible shareholders (shareholders as at 7pm on 25 July 2025 and with a registered address in Australia and New Zealand) would be able to subscribe for up to $30,000 AUD in shares at an issue price of 20 cents per share. The company is aiming to raise $3m (issue 15 million shares) but reserves the right to accept any oversubscriptions it may receive. The share purchase plan is scheduled to close on 2 September 2025.

Other than the above, there has been no matter or circumstance that has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

66

PlaySide Studios Limited Consolidated entity disclosure statement 30 June 2025

The list below relates to entities that are consolidated in the consolidated financial statements at 30 June 2025, as required by the Corporations Act 2001 (s.295(3A)(a).

Name of entty Type of entty % share capital
held by the
Company
Country of
incorporaton
Australian
resident
Foreign
jurisdicton(s) in
which the entty
is a resident for
tax purposes
(according to
the law of the
foreign
jurisdicton)
PlaySide Studios Limited BodyCorporate N/A Australia Yes N/A
PlaySide Studios NZ Limited BodyCorporate 100% New Zealand No New Zealand
PlaySide Studios LLC Body Corporate 100% United States
of America
No United States of
America
Tap2JumpPty. Ltd BodyCorporate 100% Australia Yes N/A
Dumbways Games Pty. Ltd. BodyCorporate 100% Australia Yes N/A

Basis of Preparation

This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial year.

Determination of Tax Residency

Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.

In determining tax residency, the consolidated entity has applied the following interpretations:

Australian tax residency

The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.

Foreign tax residency

Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency and ensure compliance with applicable foreign tax legislation.

Partnerships and Trusts

Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis, so there is no need for a general residence test. Some provisions treat trusts as residents for certain purposes, but this does not mean the trust itself is an entity that is subject to tax.

Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.

67

PlaySide Studios Limited Director’s declaration 30 June 2025

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes comply with IFRS Accounting Standards as issued by the International Accounting Standards Board as described in Note 1 to the financial statements;

  • the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2024 and of its performance for the financial year ended on that date; and

  • The consolidated entity disclosure statement in Page 67 is true and correct and is in accordance with the Corporations Act 2001 (Cth) as at 30 June 2025; and

  • there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

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_________ Cristiano Nicolli Chairman

27 August 2025 Melbourne, Australia

68

Tel: +61 3 9603 1700 Collins Square, Tower Four Fax: +61 3 9602 3870 Level 18, 727 Collins Street www.bdo.com.au Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of PlaySide Studios Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of PlaySide Studios Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year ended on that date; and

  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

69

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Capitalisation of game development costs

Key audit matter

How the matter was addressed in our audit

During the year, the Group has capitalised development costs in relation to various game development projects.

AASB 138 Intangible Assets requires development costs to be capitalised only under specific circumstances including:

  • It is technically feasible to complete the intangible asset;

  • There is clear intention to complete;

  • Ability to use or sell the intangible asset exists;

  • There are adequate technical, financial, and other resources to complete the asset;

  • Future economic benefits are probable; and

  • Expenditure can be measured reliably.

This is a key audit matter because judgement is required to establish the point at which capitalisation should commence, the nature of costs to be capitalised, the point at which capitalisation should cease and amortisation should commence.

There is a risk that the costs capitalised do not meet the criteria for capitalisation in accordance with Australian Accounting Standards.

  • Our procedures included, but were not limited to:

  • performing walkthrough procedures to understand the process of capitalisation and the nature of the costs incurred;

  • • for a sample of projects, testing whether the costs relate to a technologically feasible project, assessing the future economic benefit to be generated by the game and the useful economic life assigned;

  • for salary costs capitalised, agreeing a sample of costs back to underlying payroll records and obtaining a sample of timesheet confirmations from employees to verify that the time charged to individual projects is accurate;

  • for non-salary costs capitalised, agreeing a sample of items to purchase invoice to determine whether they relate to a valid addition and have been correctly recorded;

  • recalculating the amortisation charge on a sample basis, to verify whether it was in accordance with the useful economic life assigned by management; and

  • assessing the appropriateness of the disclosures included in the financial statements with reference to the requirements of Australian Accounting Standards.

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Revenue recognition

Key audit matter How the matter was addressed in our audit
As disclosed in the financial statements, for the
year ended 30 June 2025, the Group generated
revenue from three distinct streams (work for
hire,
original
intellectual
property
and
publishing).
Each revenue stream has unique contracts with
performance obligations and recognition criteria
that require assessment under AASB 15_Revenue_
from Contracts with Customers.
This is a key audit matter due to:

The complexity associated with accounting
for individual contract terms and conditions
and the timing of revenue recognition.

The degree of estimation and judgment
required to determine the timing of revenue
recognition.
Our procedures included, but were not limited to:

performing
walkthrough
procedures
to
understand
the
process
undertaken
by
management to account for the recognition of
revenue for each revenue stream;

for a sample of contracts, assessing the
reasonableness of the revenue recognition
applied with reference to the requirements of
Australian Accounting Standards;

for the original intellectual property and
publishing revenue streams, testing a sample
of
transactions
to
third-party
gaming
platforms including testing of inputs and
recalculation of revenue recorded;

for a sample of contracts associated with the
work for hire revenue stream, we:

recalculated
the
percentage
of
completion established by management;

agreed a sample of actual costs incurred
to
timesheet
confirmations
from
employees; and

assessed management’s assumptions in
relation to the forecasted costs to
complete, including enquiring of the
development
team
to
gain
an
understanding of the project’s status.

performing cut-off testing procedures to
verify that revenue has been recognised in the
right period; and
• assessing the appropriateness of the
disclosures included in the financial
statements.

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Other information

The directors are responsible for the other information. The other information comprises the information contained in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Group’s annual report, which is expected to be made available to us after that date.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Group’s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of:

  • a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and

  • b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and

for such internal control as the directors determine is necessary to enable the preparation of:

  • i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and

  • ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

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includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf

This description forms part of our auditor’s report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 17 to 27 of the directors’ report for the year ended 30 June 2025.

In our opinion, the Remuneration Report of PlaySide Studios Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit Pty Ltd

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Salim Biskri Director

Melbourne 27 August 2025

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PlaySide Studios Limited Shareholder information 30 June 2025

ADDITIONAL SECURITIES EXCHANGE INFORMATION

Additional Securities Exchange Information

In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information provided is current as at 11 August 2025.

Corporate Governance Statement

The Company’s directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations.

The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year, identifies any recommendations that have not been followed, and provides reasons for not following such recommendations (Corporate Governance Statement).

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on the Company’s website (https://investor.playsidestudios.com and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will particularise each recommendation that needs to be reported against by the Company, and will provide shareholders with information as to where relevant governance disclosures can be found. The Company’s corporate governance policies and charters are all available on its website (https://investor.playsidestudios.com).

Distribution of equitable securities

The distribution of holder of equity securities on issue in the Company as at the Report Date is as follows:

Ordinary shares Ordinary shares
% of total
Number shares
of holders issued
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
Holding less than a marketable parcel as at the Report Date:
814
2,069
812
1,585
387
0.1%
1.2%
1.4%
12.3%
85.0%
5,667 100.0%
1,870 0.5%

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PlaySide Studios Limited Shareholder information 30 June 2025

Equity security holders

Twenty largest quoted equity security holders

The Company only has one class of quoted securities, being ordinary shares. The names of the twenty largest holders of ordinary shares, and the number of ordinary shares and percentage of capital held by each holder as at the Report Date is as follows:

Ordinary shares Ordinary shares
% of total
shares
Number held issued
GERRY SAKKAS
ATLANTIS MG PTY LTD
YONDRO PTY LTD
TEJESH MUNUSAMY
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
EPIC CAPITAL INVESTMENTS PL
ALDAOUD PTY LTD
PACIFIC CUSTODIANS PTY LIMITED
TOONGABBIE PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MR SAM VAVASIS & MRS ANASTASIA VAVASIS
BNP PARIBAS NOMINEES PTY LTD
MISS PENELOPE PRINGLE ROBERTSON
CZECH JAM PTY LTD
RETZOS EXECUTIVE PTY LTD
ARMSTRONG CAPITAL PTY LTD
SHAYDEN NOMINEES PTY LTD
SAM GOULOPOULOS PTY LTD
MR NICHOLAS MERRETT
67,704,639
67,046,834
66,500,000
11,930,103
10,720,561
8,694,161
6,043,000
4,000,000
2,881,275
2,100,000
2,025,218
1,954,526
1,954,390
1,750,000
1,500,000
1,425,000
1,420,937
1,378,750
1,250,000
1,214,995
15.29
15.14
15.02
2.69
2.42
1.96
1.36
0.90
0.65
0.47
0.46
0.44
0.44
0.40
0.34
0.32
0.32
0.31
0.28
0.27
263,494,389 59.48

Unquoted equity securities

The number of each class of unquoted equity securities on issue, and the number of their holders, are as follows:

Number Number
on issue of holders
PlaySide Studios Limited Performance Rights Plan
7,829,585
5
PlaySide Studios Limited Unlisted Options
15,000,000
1

There are no persons who hold 20% or more of equity securities in each unquoted class other than under an employee incentive scheme.

Substantial holders

Substantial holders in the Company are set out below:

Ordinary shares Ordinary shares
% of total
shares
Number held issued
GERRY SAKKAS
67,704,639
15.29
ATLANTIS MG PTY LTD
67,046,834
15.14
YONDRO PTY LTD
66,500,000
15.02

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PlaySide Studios Limited Shareholder information 30 June 2025

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

There are no other classes of equity securities.

On Market Buyback

There is no current on-market buy-back program in place.

Issues of Securities

There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not yet been completed.

Securities purchased on-market

No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive scheme.

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