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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026
Commission File Number: 001-40758
(Translation of registrant’s name into English)
55, Griva Digeni
3101, Limassol
Cyprus
Telephone: +35722580040
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 21, 2026, GDEV Inc. (NASDAQ: GDEV) (the “Company”) issued a press release announcing its results for the six months ended June 30, 2026. A copy of this press release is attached to this Form 6-K as Exhibit 99.1.
The Company’s unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2026 is attached to this Form 6-K as Exhibit 99.2.
INCORPORATION BY REFERENCE
The information included in this Report on Form 6-K (including Exhibits 99.1 and 99.2) is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-280580 and File No. 333-282062) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 21, 2026 |
GDEV Inc. |
||
By: |
/s/ Alexander Karavaev |
|
Name: Alexander Karavaev |
||
Title: Chief Financial Officer |
||
Exhibit 99.1
GDEV announces results for the second quarter and first half of 2026
August 21, 2026 – Limassol, Cyprus – GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”) released its unaudited financial and operational results for the second quarter and first half-year ended June 30, 2026.
Second quarter 2026 financial highlights:
| ● | Revenue of $94 million decreased by 22% year-over-year. |
| ● | Selling and marketing expenses of $33 million decreased by 38% year-over-year. |
| ● | Profit for the period, net of tax, of $20 million in Q2 2026 increased vs. $17 million in Q2 2025. |
| ● | Adjusted EBITDA amounted to $20 million in Q2 2026 decreased vs. $22 million in Q2 2025. |
Second quarter and first half of 2026 financial performance in comparison
US$ million |
|
Q2 2026 |
|
Q2 2025 |
|
Change (%) |
|
H1 2026 |
|
H1 2025 |
|
Change (%) |
|
Revenue |
|
94 |
|
120 |
|
(22) |
% |
193 |
|
217 |
|
(11) |
% |
Platform commissions |
|
(18) |
|
(25) |
|
(29) |
% |
(38) |
|
(46) |
|
(17) |
% |
Game operation cost |
|
(15) |
|
(14) |
|
2 |
% |
(28) |
|
(28) |
|
2 |
% |
Selling and marketing expenses |
|
(33) |
|
(53) |
|
(38) |
% |
(69) |
|
(95) |
|
(27) |
% |
General and administrative expenses |
|
(9) |
|
(9) |
|
(3) |
% |
(18) |
|
(17) |
|
9 |
% |
Profit for the period, net of tax |
|
20 |
|
17 |
|
20 |
% |
37 |
|
31 |
|
21 |
% |
Adjusted EBITDA1 |
|
20 |
|
22 |
|
(7) |
% |
39 |
|
38 |
|
2 |
% |
Cash flows generated from operating activities |
|
10 |
|
(10) |
|
N/M |
|
15 |
|
(4) |
|
N/M |
|
Second quarter 2026 financial performance
In the second quarter of 2026, our revenue decreased by $26 million (or 22%) year-over-year and amounted to $94 million. The decrease was primarily driven by a decrease in bookings.
Platform commissions decreased by $7 million (or 29%) in the second quarter of 2026 compared to the same period in 2025 in line with the decrease in revenue.
Game operation costs remained relatively stable at the level of $15 million in the second quarter of 2026 vs. $14 million in the second quarter of 2025.
Selling and marketing expenses in the second quarter of 2026 decreased by $20 million vs. the same period in 2025, amounting to $33 million. This decrease is driven by our continued focus on improving the efficiency of user acquisition activities. The decrease reflects a more selective approach to performance marketing, prioritizing channels that attract players with higher long-term value over broad-scale campaigns aimed at short-term growth.
General and administrative expenses remained stable at $9 million in the second quarters of both 2026 and 2025.
As a result of the factors above, together with (i) the effect of a net foreign exchange loss in the second quarter of 2026 in the amount of $1 million vs. a net foreign exchange gain in the amount of $1 million in the same period of the prior year and (ii) share of profits of equity accounted associates in the second quarter of 2026 in the amount of $2 million vs. the share of losses of equity accounted associates in the amount of $2 million in the same period of the prior year, we recorded a profit for the period, net of tax, of $20 million in the second quarter of 2026 compared with $17 million in the same period of 2025. Adjusted EBITDA in the second quarter of 2026 amounted to $20 million, a decrease of $2 million compared with the same period in 2025 driven primarily by the same factors as those affecting the profit, except for the share of profits or losses of equity accounted associates, which do not impact the Adjusted EBITDA.
Cash flows generated from operating activities were positive $10 million in the second quarter of 2026 compared with negative $10 million in the same period in 2025.
1 For more information, see section titled “Presentation of Non-IFRS Financial Measures” on the last two pages of this report, including the reconciliation of the profit for the period, net of tax to the Adjusted EBITDA.
First half of 2026 financial performance
In the first half of 2026, our revenue decreased by $24 million (or 11%) year-over-year to $193 million. This decrease was primarily driven by a decrease in bookings.
Platform commissions decreased by $8 million (or 17%) in the first half of 2026 compared to the same period in 2025, driven by a decrease of revenues recognized from PC platforms.
Game operation cost remained stable at $28 million in the first halves of both 2026 and 2025.
Selling and marketing expenses in the first half of 2026 decreased by $25 million vs. the same period in 2025, amounting to $69 million. This decrease is driven by our continued focus on improving the efficiency of user acquisition activities. The decrease reflects a more selective approach to performance marketing, prioritizing channels that attract players with higher long-term value over broad-scale campaigns aimed at short-term growth.
General and administrative expenses remained relatively stable at $18 million in the first half of 2026 vs. $17 million in 2025.
As a result of the factors above, together with (i) the effect of a net foreign exchange loss in the first half of 2026 in the amount of $2 million vs. a net foreign exchange gain in the amount of $2 million in the same period of prior year and (ii) share of profits of equity accounted associates in the second quarter of 2026 in the amount of $2 million vs. the share of losses of equity accounted associates in the amount of $2 million in the same period of prior year, we recorded a profit for the period, net of tax, of $37 million compared with $31 million in the same period of 2025. Adjusted EBITDA in the first half of 2026 amounted to $39 million, an increase of $1 million compared with the same period in 2025 driven primarily by the same factors as those affecting the profit, except for the share of profits or losses of equity accounted associates, which do not impact the Adjusted EBITDA.
Cash flows generated from operating activities were positive $15 million in the first half of 2026 compared with negative $4 million in the same period in 2025.
Second quarter and first half 2026 operational performance comparison
|
|
Q2 2026 |
|
Q2 2025 |
|
Change (%) |
|
H1 2026 |
|
H1 2025 |
|
Change (%) |
|
Bookings ($ million) |
|
73 |
|
92 |
|
(21) |
% |
156 |
|
173 |
|
(10) |
% |
Bookings from in-app purchases |
|
69 |
|
87 |
|
(20) |
% |
148 |
|
163 |
|
(9) |
% |
Bookings from advertising |
|
4 |
|
5 |
|
(33) |
% |
8 |
|
10 |
|
(17) |
% |
Share of advertising |
|
5.0 |
% |
5.9 |
% |
(0.9) |
p.p. |
5.4 |
% |
5.9 |
% |
(0.5) |
p.p. |
MPU (thousand) |
|
239 |
|
312 |
|
(23) |
% |
254 |
|
298 |
|
(15) |
% |
ABPPU ($) |
|
97 |
|
93 |
|
5 |
% |
97 |
|
91 |
|
7 |
% |
Bookings declined in the second quarter and first half of 2026 to reach $73 million and $156 million, respectively, compared with $92 million and $173 million in the same periods in 2025. The decline was primarily due to a decline in monthly paying users of 23% and 15% in the second quarter and first half of 2026, respectively, vs. the same periods in 2025.
The share of advertisement sales as a percentage of total bookings decreased in the second quarter and first half of 2026 by 0.9 p.p. and 0.5 p.p. vs. the same period in 2025.
Split of bookings by platform |
|
Q2 2026 |
|
Q2 2025 |
|
H1 2026 |
|
H1 2025 |
|
Mobile |
|
65 |
% |
63 |
% |
64 |
% |
61 |
% |
PC |
|
35 |
% |
37 |
% |
36 |
% |
39 |
% |
In the second quarter of 2026, the share of mobile and PC versions of our games remained relatively stable while in the first half of 2026 we recorded an increase in share of mobile to reach 64% vs. 61% in the same period in 2025 and a decrease in share of PC to reach 36% vs. 39% in the same period in 2025.
Split of bookings by geography |
|
Q2 2026 |
|
Q2 2025 |
|
H1 2026 |
|
H1 2025 |
|
US |
|
31 |
% |
34 |
% |
31 |
% |
34 |
% |
Asia |
|
17 |
% |
19 |
% |
18 |
% |
20 |
% |
Europe |
|
31 |
% |
32 |
% |
32 |
% |
32 |
% |
Other |
|
21 |
% |
15 |
% |
19 |
% |
14 |
% |
Our split of bookings by geography in the second quarter and first half of 2026 vs. the same periods in 2025 saw a decrease in the share of bookings derived from the US and Asia and an increase in bookings derived from other countries.
Note:
Due to rounding, the numbers presented throughout this release may not precisely add up to the totals. The period-over-period percentage changes are based on the actual numbers and may therefore differ from the percentage changes if those were to be calculated based on the rounded numbers.
Recent developments
On August 13, 2026, the Group entered into a game asset purchase agreement with an unrelated party for the sale of the mobile game "Island Hoppers", together with all related intellectual property and game assets, for a total consideration of $5.0 million, of which $4.5 million was received upon execution and $0.5 million represents a deferred payment contingent on the satisfaction of a gross revenue condition and completion of the agreed migration obligations.
Island Hoppers contributed approximately 1% to the Group’s bookings in the first half of 2026 and approximately 3% in the year ended December 31, 2025.
As a result of the transaction, deferred revenue related to Island Hoppers’ bookings, totaling $2.1 million as of June 30, 2026, will be recognized on an accelerated basis, providing a one-time uplift to reported revenue in the period of closing.
About GDEV
GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters and Cubic Games, among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D and others have accumulated over 550 million installs and $2.5 billion of bookings worldwide. For more information, please visit www.gdev.inc
Contacts:
Investor Relations
Roman Safiyulin | Chief Corporate Development Officer
investor@gdev.inc
Cautionary statement regarding forward-looking statements
Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2025 Annual Report on Form 20-F, filed by the Company on March 31, 2026, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Presentation of Non-IFRS Financial Measures
In addition to the results provided in accordance with IFRS throughout this press release, the Company has provided the non-IFRS financial measure “Adjusted EBITDA” (the “Non-IFRS Financial Measure”). The Company defines Adjusted EBITDA as the profit/loss for the period, net of tax as presented in the Company’s financial statements in accordance with IFRS, adjusted to exclude (i) goodwill
and investments in equity-accounted associates’ impairment, (ii) loss on disposal of subsidiaries, (iii) income tax expense, (iv) other financial income, finance income and expenses other than foreign exchange gains and losses and bank charges, (v) change in fair value of share warrant obligations and other financial instruments, (vi) share of loss of equity-accounted associates, (vii) depreciation and amortization, (viii) share-based payments expense and (ix) certain non-cash or other special items that we do not consider indicative of our ongoing operating performance. The Company uses this Non-IFRS Financial Measure for business planning purposes and in measuring its performance relative to that of its competitors. The Company believes that this Non-IFRS Financial Measure is a useful financial metric to assess its operating performance from period-to-period by excluding certain items that the Company believes are not representative of its core business. This Non-IFRS Financial Measure is not intended to replace, and should not be considered superior to, the presentation of the Company’s financial results in accordance with IFRS. The use of the Non-IFRS Financial Measure terms may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures.
Reconciliation of the profit for the period, net of tax to the Adjusted EBITDA
US$ million |
|
Q2 2026 |
|
Q2 2025 |
|
H1 2026 |
|
H1 2025 |
Profit for the period, net of tax |
|
20 |
|
17 |
|
37 |
|
31 |
Adjust for: |
|
|
|
|
|
|
|
|
Income tax expense |
|
2 |
|
2 |
|
3 |
|
3 |
Adjusted finance income2 |
|
(0.6) |
|
(0.2) |
|
(1) |
|
(1) |
Share of loss of equity-accounted associates |
|
(2) |
|
2 |
|
(2) |
|
2 |
Change in fair value of share warrant obligations and other financial instruments |
|
(0.1) |
|
(0.2) |
|
(0.2) |
|
(0.1) |
Depreciation and amortization |
|
0.6 |
|
2 |
|
1 |
|
3 |
Share-based payments |
|
0.3 |
|
0.4 |
|
0.4 |
|
0.5 |
Adjusted EBITDA |
|
20 |
|
22 |
|
39 |
|
38 |
2 Adjusted finance income/expenses consist of finance income and expenses other than foreign exchange gains and losses and bank charges, net.
GDEV Inc.
Contents
2
GDEV Inc.
Unaudited Interim Condensed Consolidated Statement of Financial Position
As at June 30, 2026 (unaudited) and December 31, 2025
(in thousands of US$)
|
Note |
|
June 30, 2026 |
|
December 31, 2025 |
|
ASSETS |
||||||
Non-current assets |
|
|
|
|
|
|
Property and equipment |
|
|
|
|
|
|
Right-of-use assets |
15 |
|
|
|||
Intangible assets |
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
Investments in equity accounted associates |
|
13 |
|
|
|
|
Deferred platform commission fees |
|
22 |
|
|
|
|
Deferred tax asset |
|
12 |
|
|
|
|
Other non-current investments |
|
19 |
|
|
|
|
Loans receivable - non-current |
14 |
|
|
|||
Total non-current assets |
|
|
|
|
||
Current assets |
|
|
|
|
|
|
Indemnification asset |
|
17,18 |
|
|
|
|
Trade receivables and other current assets |
|
16 |
|
|
|
|
Loans receivable |
|
14 |
|
|
|
|
Other investments |
19 |
|
|
|||
Prepaid tax |
|
12 |
|
|
|
|
Cash and cash equivalents |
20 |
|
|
|||
Total current assets |
|
|
|
|
||
Total assets |
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
21 |
— |
— |
|||
Additional paid-in capital |
21 |
|
|
|||
Share-based payments reserve |
21 |
|
|
|||
Treasury share reserve |
21 |
( |
( |
|||
Translation reserve |
21 |
|
|
|||
Accumulated deficit |
|
( |
|
( |
||
Equity attributable to equity holders of the Company |
|
( |
|
( |
||
Total equity |
|
( |
|
( |
||
Non-current liabilities |
|
|
|
|
|
|
Lease liabilities - non-current |
|
15 |
|
|
|
|
Long-term deferred revenue |
|
22 |
|
|
|
|
Share warrant obligations |
|
|
— |
|
|
|
Total non-current liabilities |
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
Share warrant obligations |
|
— |
||||
Lease liabilities - current |
|
15 |
|
|
|
|
Trade and other payables |
|
17 |
|
|
|
|
Provisions for non-income tax risks |
|
18 |
|
|
|
|
Put option liabilities - current |
|
|
||||
Tax liability |
|
12 |
|
|
|
|
Deferred revenue |
|
22 |
|
|
|
|
Total current liabilities |
|
|
|
|
||
Total liabilities |
|
|
|
|
||
Total liabilities and shareholders’ equity |
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
GDEV Inc.
Unaudited Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the three and six months ended June 30, 2026 and 2025
(in thousands of US$)
|
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
||
Note |
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
||||||
Revenue |
7 |
|
|
|
|
|||||
Costs and expenses |
||||||||||
Cost of revenue: |
||||||||||
Platform commissions |
|
22 |
( |
|
( |
|
( |
|
( |
|
Game operation cost |
|
8 |
|
( |
|
( |
|
( |
|
( |
Other operating income |
|
|
|
|
||||||
Selling and marketing expenses |
|
9 |
|
( |
|
( |
|
( |
|
( |
General and administrative expenses |
10 |
( |
( |
( |
( |
|||||
Impairment loss on trade and loan receivables and change in fair value of loans receivable |
16 |
( |
( |
( |
( |
|||||
Total costs and expenses |
|
( |
|
( |
|
( |
|
( |
||
Profit from operations |
|
|
|
|
|
|
|
|
||
Finance income |
|
11 |
|
|
|
|
|
|
|
|
Finance expenses |
11 |
( |
( |
( |
( |
|||||
Change in fair value of share warrant obligation and other financial instruments |
|
25 |
|
|
|
|
|
|
|
|
Share of profit/(loss) of equity-accounted associates |
|
13 |
|
|
|
( |
|
|
|
( |
Profit before income tax |
|
|
|
|
|
|
|
|
||
Income tax expense |
|
12 |
|
( |
|
( |
|
( |
|
( |
Profit for the period net of tax |
|
|
|
|
|
|
|
|
||
Attributable to equity holders of the Company |
|
|
|
|
||||||
Attributable to non - controlling interest |
— |
— |
— |
— |
||||||
Other comprehensive income |
|
|
|
|||||||
Items that are or may be reclassified subsequently to profit or loss |
|
|
|
|
||||||
Foreign currency translation difference |
|
|
|
|
|
|
|
|
||
Other |
|
( |
|
|
||||||
Total comprehensive income for the period, net of tax |
|
|
|
|
||||||
Attributable to equity holders of the Company |
|
|
|
|
|
|
|
|
||
Attributable to non-controlling interest |
— |
— |
— |
— |
||||||
|
|
|
|
|
|
|
|
|
||
Earnings per share: |
|
|
|
|
|
|
|
|
||
Earnings attributable to ordinary equity holders of the parent, US$ - basic |
6 |
|
|
|
|
|||||
Earnings attributable to ordinary equity holders of the parent, US$ - diluted |
|
6 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
GDEV Inc.
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended June 30, 2026 and 2025
(in thousands of US$ except number of shares)
|
|
|
|
|
|
|
|
|
Equity |
|
||||||||||
Number |
Additional |
Share-based |
attributable to |
|||||||||||||||||
of shares |
Share |
paid-in |
payments |
Treasury share |
Translation |
Accumulated |
equity holders of |
|||||||||||||
Note |
outstanding |
capital |
capital |
reserve |
reserve |
reserve |
deficit |
the Company |
Total |
|||||||||||
Balance at January 1, 2025 |
|
— |
|
|
( |
|
( |
( |
( |
|||||||||||
Profit for the period |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|||
Other comprehensive income |
|
— |
|
— |
|
( |
|
— |
|
|
|
|
— |
|
|
|
|
|||
Total comprehensive income for the period |
|
— |
|
— |
|
( |
|
— |
|
— |
|
|
|
|
|
|
|
|
||
Share-based payments and exercise of options |
|
26 |
|
|
|
— |
|
|
|
|
|
— |
|
— |
|
— |
|
|
|
|
Dividends |
|
21 |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
Total transactions with shareholders |
|
— |
|
|
— |
— |
( |
( |
( |
|||||||||||
Balance at June 30, 2025 |
|
|
|
— |
|
|
|
|
|
( |
|
|
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
Equity |
|
||||||||||
Number |
Additional |
Share-based |
attributable to |
|||||||||||||||||
of shares |
Share |
paid-in |
payments |
Treasury share |
Translation |
Accumulated |
equity holders of |
|||||||||||||
Note |
outstanding |
capital |
capital |
reserve |
reserve |
reserve |
deficit |
the Company |
Total |
|||||||||||
Balance at January 1, 2026 |
|
— |
|
|
( |
|
( |
( |
||||||||||||
Profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
||
Other comprehensive income |
|
— |
|
— |
|
|
|
— |
|
— |
|
|
|
— |
|
|
|
|
||
Total comprehensive income for the period |
|
— |
|
— |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
||
Share-based payments and exercise of options |
|
26 |
|
— |
|
— |
|
( |
|
|
|
— |
|
— |
|
— |
|
|
|
|
Total transactions with shareholders |
— |
— |
( |
|
— |
— |
— |
|
|
|||||||||||
Balance at June 30, 2026 |
|
|
|
— |
|
|
|
|
|
( |
|
|
|
( |
|
( |
|
( |
The accompanying notes are an integral part of these consolidated financial statements.
5
GDEV Inc.
Unaudited Interim Condensed Consolidated Statement of Cash Flows
For the six months ended June 30, 2026 and 2025
(in thousands of US$)
|
|
Six months ended |
|
Six months ended |
||
Note |
June 30, 2026 |
June 30, 2025 |
||||
Operating activities |
||||||
Profit for the period, net of tax |
|
|
||||
Adjustments for: |
|
|
|
|||
Depreciation and amortization |
|
8,9,10 |
|
|
|
|
Share-based payments expense |
|
21 |
|
|
|
|
Share of profit/(loss) of equity-accounted associates |
|
13 |
|
( |
|
|
Impairment loss on trade and loan receivables and change in fair value of loans receivable |
|
16 |
|
|
|
|
Change in fair value of share warrant obligations and other financial instruments |
|
25 |
|
( |
|
( |
Change in fair value of other investments |
11 |
|
( |
|||
Interest income |
|
11 |
|
( |
|
( |
Interest expense |
|
11 |
|
|
|
|
Dividend income |
11 |
( |
( |
|||
Foreign exchange gain/loss |
|
11 |
|
|
|
( |
Income tax expense |
|
12 |
|
|
|
|
|
|
|
|
|||
Changes in working capital: |
|
|
|
|
|
|
Decrease in deferred platform commissions |
|
22 |
|
|
|
|
Decrease in deferred revenue |
22 |
( |
( |
|||
Increase in trade and other receivables |
|
16 |
|
( |
|
( |
Increase in trade and other payables |
|
17 |
|
|
|
|
( |
( |
|||||
Income tax paid |
|
( |
|
( |
||
Interest received |
— |
— |
||||
Net cash flows (used in)/generated from operating activities |
|
|
|
( |
||
|
|
|||||
Investing activities |
|
|
|
|
|
|
Acquisition of intangible assets |
|
|
( |
|
( |
|
Acquisition of property and equipment |
|
|
( |
|
( |
|
Investments in equity accounted associates |
|
13 |
|
— |
|
( |
Loans granted |
|
14 |
|
( |
|
( |
Proceeds from repayment of loans |
|
14 |
|
|
|
|
Disposal of intangible assets and property and equipment |
|
|
||||
Acquisition of other investments |
19 |
( |
( |
|||
Proceeds from redemption of investments |
19 |
|
|
|||
Interest received |
19 |
|
|
|||
Dividends received |
11 |
|
|
|||
Net cash flows (used in)/generated from investing activities |
|
|
|
( |
||
|
|
|||||
Financing activities |
|
|
|
|
|
|
Payments of lease liabilities |
|
15 |
|
( |
|
( |
Dividends paid |
24 |
— |
( |
|||
Interest on lease |
|
15 |
|
( |
|
( |
Net cash flows used in financing activities |
|
( |
|
( |
||
Net increase/(decrease) in cash and cash equivalents for the period |
|
|
|
( |
||
Cash and cash equivalents at the beginning of the period |
|
20 |
|
|
|
|
Effect of changes in exchange rates on cash held |
|
( |
|
|
||
Cash and cash equivalents at the end of the period |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
1.Reporting entity
GDEV Inc. (the “Company”) is a company incorporated under the laws of the British Virgin Islands on January 27, 2021, which was formed for the sole purpose of effectuating a merger with Kismet Acquisition One Corp, a special purpose acquisition company (“Kismet”).
The mailing and registered address of GDEV Inc.’s principal executive office is 55, Griva Digeni, 3101, Limassol, Cyprus.
GDEV Inc. is the direct parent of Nexters Global Ltd, which was incorporated in Cyprus on November 2, 2009 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Nexters Global Ltd’s registered office is at Faneromenis 107, 6031, Larnaca, Cyprus. Nexters Global Ltd generates the majority of the Company’s revenues.
These interim condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025.
The principal activities of the Company and its subsidiaries (the “Group”) are the development and publishing of online games for mobile, web and social platforms. The Group also derives revenue from advertising services. Information about the Company’s main subsidiaries is disclosed in Note 24.
The Company’s ordinary shares and warrants are listed on Nasdaq under the symbols GDEV and GDEVW, respectively.
The Group has no ultimate controlling party.
2.Basis of presentation
2.1.Statement of compliance
The accompanying interim condensed financial statement that refer to the periods ended on June 30, 2026, have been prepared in accordance with the International Accounting Standard (IAS) 34 “Interim Financial Reporting”.
These interim condensed consolidated financial statements were authorized for issue by the Group’s Board of Directors on August 21, 2026.
2.2.Basis of presentation
These interim condensed consolidated financial statements have been prepared based on historical cost basis unless disclosed otherwise and are presented in United States Dollars ($) which is also the functional currency of GDEV Inc. and Nexters Global Ltd. All amounts are presented in thousands, rounded to the nearest thousand unless indicated otherwise.
2.3.Basis of consolidation
The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
7
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
When the Group has less than a majority of the voting or similar rights of an investee, where control is exercised through voting rights, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of an investee begins when the Group obtains control over the investee and ceases when the Group loses control over the investee. Assets, liabilities, income and expenses of an investee acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the investee. The financial statements of the investees are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intra-group balances, income, expenses and unrealized gains and losses resulting from intra-group transactions are eliminated in full.
3.Summary of material accounting policies
The accounting policies have been applied consistently throughout the periods presented in these interim condensed consolidated financial statements and were the same as those described in the Group’s consolidated financial statements for the year ended December 31, 2025.
4.Accounting judgments, estimates and assumptions
In preparing these interim condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, incomes and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Group’s consolidated financial statements for the year ended December 31, 2025.
5.Segment reporting
A.Basis for segmentation
The Group operates through
The following summary describes the operations of the reportable segment:
Reportable segments |
|
Operations |
Nexters Global Ltd |
Game development and publishing |
|
Cubic Games Studio Ltd |
Game development and publishing |
8
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
B.Information about reportable segments
Information related to the reportable segment is set out below. Segment Management EBITDA is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to the segments that operate in the same Group and is the primary measure reviewed by our Chief Operating Decision Maker.
The Company defines Management EBITDA as the net income/loss before income tax as presented in the Group’s consolidated financial statements in accordance with IFRS, adjusted to exclude (i) goodwill and investments in equity accounted associates’ impairment, (ii) finance income and expenses, (iii) share of loss of equity-accounted associates, (iv) depreciation and amortization, (v) share-based payments expenses, (vi) net effect from recognition of deferred net revenues, (vii) impairment loss on trade receivables and loan receivables, (viii) change in fair value of share warrant obligations and other financial instruments and (ix) certain non-cash or other special items that we do not consider indicative of our ongoing operating performance.
For the three months ended June 30, 2026 |
|
Nexters Global Ltd |
|
Cubic Games Studio Ltd |
|
Other segments and |
|
Total |
Segment revenue |
|
|
|
|
|
|||
Segment Management EBITDA |
|
|
|
( |
|
( |
|
N/A |
For the three months ended June 30, 2025 |
|
Nexters Global Ltd |
|
Cubic Games Studio Ltd |
|
Other segments and |
|
Total |
Segment revenue |
|
|
|
|
|
|||
Segment Management EBITDA |
|
|
|
( |
|
( |
|
N/A |
For the six months ended June 30, 2026 |
|
Nexters Global Ltd |
|
Cubic Games Studio Ltd |
|
Other segments and |
|
Total |
Segment revenue |
|
|
|
|
|
|
|
|
Segment Management EBITDA |
|
|
|
( |
|
( |
|
N/A |
For the six months ended June 30, 2025 |
|
Nexters Global Ltd |
|
Cubic Games Studio Ltd |
|
Other segments and |
|
Total |
Segment revenue |
|
|
|
|
|
|
|
|
Segment Management EBITDA |
|
|
|
( |
|
( |
|
N/A |
9
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
C.Reconciliation of information on reportable segment to the amounts reported in the financial statements
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Profit before income tax |
|
|
|
|
||||
Management EBITDA for reportable segments |
|
|
|
|
|
( |
||
Management EBITDA for other segments |
|
( |
( |
( |
|
( |
||
Net effect from recognition of deferred net revenues |
|
|
|
|
|
|
||
Depreciation and amortization |
|
( |
( |
( |
|
( |
||
Finance income |
|
|
|
|
|
|
||
Finance expenses |
|
( |
( |
( |
|
( |
||
Share-based payments expense |
|
( |
( |
( |
|
( |
||
Impairment loss on trade receivables and loans receivable |
|
( |
( |
( |
|
( |
||
Change in fair value of share warrant obligation and other financial instruments |
|
|
|
|
|
|
||
Share of profit/(loss) of equity-accounted associates |
|
|
( |
|
|
( |
||
Other operating income |
|
|
|
|
|
|
||
Consolidated profit before income tax |
|
|
|
|
|
|
6.Earnings per share
Basic earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the period net of tax attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings/(loss) per share amounts are calculated by dividing the net profit/(loss) for the period net of tax attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive instruments into ordinary shares.
The following reflects the earnings and number of shares used in basic and diluted loss per share computations for the three and six months ended June 30, 2026 and 2025:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Profit for the period net of tax attributable to ordinary equity holders of the parent for basic earnings |
|
|
|
|
||||
Weighted average number of ordinary shares for basic earnings per share |
|
|
|
|
||||
Weighted average number of ordinary shares for diluted earnings per share |
|
|
|
|
||||
Earnings per share: |
||||||||
Earnings attributable to ordinary equity holders of the parent, US$ - basic |
|
|
|
|
|
|
|
|
Earnings attributable to ordinary equity holders of the parent, US$ - diluted |
|
|
|
|
|
|
|
|
The Company does not consider the effect of its public warrants, and its private placement warrants in the calculation of diluted loss per share, since they do not have a dilutive effect as at the reporting date as they are out of the money. Deferred exchange shares are also not considered by the Company in the calculation of the basic and diluted earnings per share due to the expiration of the right to their receipt in respect of the entire number of
10
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
7.Revenue and other operating income
The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2026 and 2025:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
In-game purchases |
|
|
|
|
||||
Advertising |
|
|
|
|
|
|
|
|
Licensing |
— |
|
— |
|
||||
Total |
|
|
|
|
The following table sets forth revenue disaggregated based on geographical location of our paying users:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
US |
|
|
|
|
||||
Europe |
|
|
|
|
|
|
|
|
Asia |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
The other operating income mainly consists of grant received by Nexters Studio Armenia from the Ministry of Digitalization associated with the personal income tax benefit applicable to our employees in the amounts of
8.Game operation cost
Game operation cost consists of employee benefits expenses, technical support services and the depreciation and amortization of the relevant assets. The following table summarizes game operation cost for the three and six months ended June 30, 2026 and 2025.
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Employee benefits expenses |
( |
( |
( |
( |
||||
Technical support services |
( |
( |
( |
( |
||||
Depreciation and amortization |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
Technical support services mainly relate to maintenance and upgrades of the Group’s software applications provided by a third party and costs associated with hosting services.
11
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
9.Selling and marketing expenses
The following table summarizes selling and marketing expenses for the three and six months ended June 30, 2026 and 2025:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Advertising costs |
( |
( |
( |
( |
||||
Employee benefits expenses |
( |
( |
( |
( |
||||
Depreciation and amortization |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
10.General and administrative expenses
The following table summarizes general and administrative expenses for the three and six months ended June 30, 2026 and 2025:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Employee benefits expenses |
( |
( |
( |
( |
||||
Professional fees |
( |
( |
( |
( |
||||
Insurance liability expense |
( |
( |
( |
( |
||||
Other operating expenses |
|
( |
|
( |
|
( |
|
( |
Depreciation and amortization |
( |
( |
( |
( |
||||
|
( |
|
( |
|
( |
|
( |
12
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
11.Finance income and finance expenses
The following table summarizes financial income and expenses for the three and six months ended June 30, 2026 and 2025:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Interest income under the effective interest method on: |
||||||||
- Debt securities - at amortised cost |
|
|
|
|
||||
- Debt securities - at FVOCI |
|
|
|
|
||||
- Loans receivable |
|
|
|
|
||||
- Bank deposits |
|
|
|
|
||||
Total interest income arising from financial assets |
|
|
|
|
||||
Dividend income: |
||||||||
- Equity securities at FVTPL |
|
|
|
|
||||
Financial assets at FVTPL - net change in fair value: |
|
|
|
|
||||
- Mandatorily measured at FVTPL - held for trading |
— |
|
— |
( |
||||
Net foreign exchange gain |
— |
|
— |
|
||||
Finance income ‑ other |
|
|
|
|
||||
Financial assets at FVTPL - net change in fair value: |
||||||||
- Mandatorily measured at FVTPL - held for trading |
( |
— |
|
— |
||||
Interest expense |
( |
( |
( |
( |
||||
Bank charges |
( |
( |
( |
( |
||||
Net foreign exchange loss |
( |
— |
( |
— |
||||
Finance expenses |
( |
( |
( |
( |
||||
Total |
( |
|
( |
|
12.Taxation
For the six months ended June 30, 2026 and 2025 the Group recognized income tax expense in the amount of and
The applicable tax rate used for reconciliation of the effective tax rate below is
(a)Cyprus IP box regime
In 2012, the government of Cyprus introduced a regime applicable to Intellectual Property (IP) (the ‘Old IP Regime’). The provisions of the Old IP regime allow for an
In 2016, the House of Representatives passed amendments to the Income Tax Law (the ‘New IP Regime’) in order to align the current Cyprus IP tax legislation with the provisions of Action 5 of the OECD’s Base Erosion and Profit Shifting (BEPS) project. The amendments apply retroactively, from July 1, 2016, but according to transitional arrangements, companies benefiting from the Old IP Regime could continue to apply its provisions until June 30, 2021, as long as the IP assets either generated income or their development was completed as at June 30, 2016. Therefore, the Group continued to benefit from the Old IP Regime up to June 30, 2021.
Starting from July 1, 2021, the Group applies the provisions of the New IP Regime, which are based on the nexus approach. According to the nexus approach, for an intangible asset to qualify for the benefits of the regime, there needs to be a direct link between the
13
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
qualifying income and the qualifying expenses contributing to that income. An amount equal to
Under both the Old and the New IP Regimes, in case a loss arises instead of profit, the amount of loss that can be set off is limited to
(b)Reconciliation of the effective tax rate
The reconciliation of the effective tax rate to a statutory tax rate is presented in a table below:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Profit before income tax |
|
|
|
|
||||
Tax calculated at the applicable tax rate |
|
( |
|
( |
|
( |
|
( |
Effect of different tax rates in other countries |
|
( |
|
( |
|
( |
|
( |
Tax effect of expenses not deductible for tax purposes and non-taxable income |
|
( |
|
( |
|
( |
|
( |
Tax effect of deductions under special tax regimes |
|
|
|
|
|
|
|
|
Tax effect of tax losses brought forward |
|
|
|
|
|
|
|
|
Tax effect of not recognized deferred tax asset regarding the loss carryforward |
|
( |
|
( |
|
( |
|
( |
Overseas tax in excess of credit claim used during the period |
|
( |
|
( |
|
( |
|
( |
Underprovision of tax liability |
( |
— |
( |
— |
||||
Income tax expense |
|
( |
|
( |
|
( |
|
( |
Income tax liability as at the balance sheet date is
(c)Uncertainty over the income tax treatment and unrecognized deferred tax asset
As of January 1, 2026, under the Cypriot law the tax losses may be carried forward for seven years (previously five years). Group companies may deduct losses against profits arising during the same tax year. As at June 30, 2026 the Group did not recognize a deferred tax asset of
(d)Prepaid tax
As at June 30, 2026 and December 31, 2025 prepaid tax amount mainly relates to overpaid corporate income tax by Cubic Games Studio Ltd. On February 16, 2024, the tax examination of Nexters Global Ltd was finalised and the refund was approved and used to offset the tax liability for the years 2022 and 2023.
14
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
13.Investments in equity accounted associates
MX Capital Ltd
On January 27, 2022, the Company entered into a share purchase agreement to acquire
On the same date, the Company entered into a shareholders’ agreement with the remaining shareholder of MX Capital Ltd, which provided for a put and call options allowing the Company to obtain control over
Pursuant to the terms of the agreement, in case that MX Capital did not achieve certain KPIs there would be a minimum value of
The MX Capital group’s loss net of tax for the six months ended June 30, 2026 amounted to
The MX Capital group’s profit net of tax for the period ended June 30, 2025 amounted to
Castcrown Ltd
On January 27, 2022, the Company entered into a share purchase agreement to acquire approximately
During the third quarter of 2025 certain loans including part of the convertible loan of
15
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The Castcrown group’s loss net of tax for the period ended June 30, 2025 amounted to
The Castcrown group’s profit net of tax for the six months ended June 30, 2026 amounted to
The investment in Castcrown as at June 30, 2026 amounted to
Light Hour Games Ltd
In August 2025, GDEV Inc announced the acquisition of Light Hour Games Ltd, a privately held mobile studio based in Cyprus. Light Hour Games is a full-stack studio that builds and markets mobile casual games using AI-first workflows — enabling rapid iteration without compromising high-quality execution.
On August 4, 2025, the issued share capital of Light Hour Games Ltd was acquired by GDEV Investment, a company registered in Cyprus, for a cash consideration of $
LEVELAPP Ltd
On October 23, 2023, the Company entered into the share purchase agreement with Applife Limited to acquire 1 ordinary share for the consideration of
The total share of loss of equity-accounted associates related to Applife Limited amounted to
Carrying amounts of investments in equity accounted associates
The carrying amount of investments in our consolidated statement of financial position as at June 30, 2026 and December 31, 2025 being equal to
The carrying amount of investment in Castcrown Ltd at June 30, 2026 was
16
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
14.Loans receivable
Loan provided to MX Capital Ltd.
As part of the share purchase agreement with MX Capital Ltd, the Company entered into a loan agreement with the associate for a total amount of up to
The second tranche of the loan for an amount of
Management has evaluated the remaining undrawn commitments under the loans to MX Capital Ltd and, given that the conditions of the remaining tranches were not expected to be met by the borrower, the respective traches have not been recognized because their fair value is
Loans provided to Castcrown Ltd.
As part of the share purchase agreement with Castcrown Ltd, the Company entered into a series of loan and convertible note agreements between 2022 and 2025. The convertible notes, amounted to
The convertible loans are accounted at fair value through profit or loss as the criteria for “the contractual terms of the financial asset give rise to cash flows that are solely payments of principal, and interest on the principal amount outstanding” is not met as the interest rate on convertible bonds is lower than market rate because the holder of the bond gets the benefit of choosing to take redemption in the form of cash or shares. The contractual cash flows are therefore not solely payments of principal and interest on the principal amount outstanding.
The full amount of these loans was not expected to be settled in the foreseeable future, therefore it was treated as the investment into the equity-accounted associates in accordance with IAS 28.38.
On July 31, 2025 the parties agreed that all outstanding loans as at the date of the agreement are to be restated to a single non-convertible secured loan of
Loans provided to LEVELAPP Ltd.
On June 20, 2023, the Company entered into a loan agreement with LEVELAPP Ltd for
As part of the share purchase agreement with LEVELAPP Ltd, the Company entered into a secured convertible notes agreement on October 23, 2023. The first tranche of the notes amounting to
17
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
On February 16, 2024 the Group acquired additional notes of LEVELAPP Ltd amounting to
On June 7, 2024 the Group agreed to extend the repayment date of the convertible loan note to October 30, 2025. On September 6, 2024 the Group agreed to decrease the percentage of pledged shares number to
The full amount of this tranche was not expected to be settled in the foreseeable future, therefore it was treated as the investment into the equity-accounted associates in accordance with IAS 28.38
Carrying amount of Loans receivable
|
2026 |
|
2025 |
|
Balance at January 1 |
|
|||
New loans granted |
|
|
|
|
Repayments of principal |
|
( |
|
( |
Interest charged |
|
|
|
|
(Write-off)/write-back of loans receivable |
|
— |
|
|
Foreign exchange (gain) / loss |
|
( |
|
|
Expected credit losses/change in fair value |
|
— |
|
|
Conversion of loan receivable into shares |
— |
( |
||
Balance at June 30 / December 31 |
|
|
|
|
For the six months ended June 30, 2026 and 2025, no additional expected credit losses were recognized in relation to the loan receivable from MX Capital Ltd and LEVELAPP Ltd. For the six months ended June 30, 2026 and 2025 no change in fair value of loan receivable relates to the loan receivable to Castcrown Ltd.
The change in fair value on the loan receivable to Castcrown Ltd was estimated based on provisions of IFRS 9 on an individual basis as
The amount of ECL on the loan receivable to Castcrown Ltd was accrued based on the provisions of IFRS 9 on an individual basis as
The amount of ECL on the loan receivable to MX Capital Ltd was accrued based on the provisions of IFRS 9 on an individual basis as
The amount of ECL on the loan receivable to LEVELAPP Ltd was accrued based on the provisions of IFRS 9 on an individual basis as
18
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
15.Leases
|
Right-of-use assets |
|
Lease liabilities |
|
Balance at January 1, 2025 |
|
|
|
|
Additions |
|
|
|
|
Depreciation |
( |
— |
||
Interest expense |
— |
|
||
Payments |
|
— |
|
( |
Derecognition of right-of-use assets/lease liabilities due to sale |
( |
( |
||
Effect of foreign exchange rates |
|
|
|
|
Balance at June 30, 2025 |
|
|
|
|
Lease liabilities - current |
|
|
|
|
Lease liabilities - non-current |
|
|
|
|
Right-of-use assets |
|
Lease liabilities |
|
Balance at January 1, 2026 |
|
|
|
|
Additions |
|
|
|
|
Loss on modification |
|
|
|
|
Depreciation |
|
( |
|
— |
Interest expense |
|
— |
|
|
Payments |
|
— |
|
( |
Effect of foreign exchange rates |
|
|
|
( |
Balance at June 30, 2026 |
|
|
|
|
Lease liabilities - current |
|
|
|
|
Lease liabilities - non-current |
|
|
|
The amounts reflected in the item General and administrative expenses of the consolidated statement of profit or loss and other comprehensive income other than depreciation in relation to leases are presented in the table below:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Expense relating to short-term and low-value leases |
|
|
|
|
|
|
|
|
Interest expense on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On March 14 and May 7, 2025, Cubic Games Studio Ltd entered into
On October 31, 2025 Nexters Global Ltd entered into a new lease agreement over the office spaces in Limassol, Cyprus with a new owner. The lease commenced on April 30, 2026 and runs for
19
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The Group measures the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease at the acquisition date. The Group initially measures the right-of-use asset at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
Other than the office and car leases discussed above the Company has no other material leases.
Total cash outflow for leases recognized in the consolidated statement of cash flow is presented below:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Cash outflow for leases |
|
|
|
|
|
|
|
|
Cash outflow for short-term and low-value leases |
|
|
|
|
|
|
|
|
Total cash outflow for leases |
|
|
|
|
|
|
|
|
All lease obligations of Cypriot companies are denominated in €. The rate of
16.Trade receivables and other current assets
|
June 30, 2026 |
|
December 31, 2025 |
|
Trade receivables |
|
|
|
|
Deposits and prepayments |
|
|
|
|
VAT refundable |
|
|
||
Other receivables |
|
|
|
|
Total |
|
|
|
|
The Group does not hold any collateral over the trade receivables balances, nor is there any related financing component.
The fair values of trade and other receivables approximate to their carrying amounts as presented above as they are mostly of a short-term nature.
The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in Note 25 to these consolidated financial statements.
The amount of ECL balance in respect of trade and other receivables is
17.Trade and other payables
|
June 30, 2026 |
|
December 31, 2025 |
|
Trade payables |
|
|
|
|
Accrued salaries, bonuses, vacation pay and related taxes |
|
|
|
|
Dividends payable |
|
|
||
Provision for indirect taxes |
|
|
||
Accrued professional services |
|
|
|
|
VAT payable |
|
|
|
— |
Indirect taxes payables |
|
|
|
|
Other payables and advances received |
|
|
|
|
Total |
|
|
|
|
20
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The Group recognized a liability in respect of Cubic Games Studio Ltd and Nexters Global Ltd of
The exposure of the Group to liquidity risk in relation to financial instruments is reported in Note 25 to these consolidated financial statements.
18.Provisions for non-income tax risks
The provisions consist of probable tax risks of Cubic Games Studio Ltd of
It is mainly related to the acquired company’s indirect taxes risks together with the interest and penalties accrued which could be claimed by the relevant tax authorities.
19.Other investments
Other investments consist of the following:
|
June 30, 2026 |
|
December 31, 2025 |
|
Other investments - current |
|
|
|
|
|
— |
|||
|
|
|
|
|
|
|
|
|
|
iShares USD Treasury Bond 0-1yr UCITS ETF - at fair value through profit or loss |
|
|
||
|
|
|
|
|
Other investments - non-current |
|
|
|
|
|
|
|
|
|
iShares 20+ Year Treasury Bond ETF (TLT) - at fair value through profit or loss |
|
|
|
|
iShares Treasury Bond 1-3yr Acc UCITS ETF |
|
— |
||
|
|
|
|
Debt securities classified as fair value through other comprehensive income, denominated in EUR mature in 2032.
1-3 Month T-Bill ETF does not have a specific maturity date. It rolls over bonds to maintain exposure to the 20+ year segment of the relevant market.
20.Cash and cash equivalents
|
June 30, 2026 |
|
December 31, 2025 |
|
Current accounts |
|
|
|
|
Bank deposits |
|
|
|
|
Fiduciary deposits |
|
|
||
Cash and cash equivalents |
|
|
|
|
21
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents has low credit risk based on the external credit ratings of the counterparties. Therefore,
Currency |
June 30, 2026 |
|
December 31, 2025 |
|
United States Dollars |
|
|
||
Euro |
|
|
||
Russian Ruble |
|
|
||
Armenian Dram |
|
|
||
Kazakhstani Tenge |
|
|
||
Total |
|
|
21.Share capital and reserves
Nature and purpose of reserves
Additional paid-in capital
The additional paid-in capital is used to recognize equity contributions from shareholders, Cubic Games Studio Ltd put option, exercise of share-based payments options and changes in fair value of other investments measured at FVOCI.
Share-based payments reserve
The share-based payments reserve is used to recognize the cost of equity-settled share-based payments provided to employees, including key management personnel and one service provider performing similar functions, as part of their remuneration, see Note 26 for further details.
Treasury share reserve
When shares are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.
Tender offer and at - the - market offering
On December 19, 2023 GDEV Inc announced the commencement of a tender offer by the Company to purchase for cash a minimum of
In accordance with the terms and conditions of the tender offer referenced above, and based on the final results reported by the Depositary, the Company has accepted for purchase
The shares acquired pursuant to the tender offer were classified as treasury shares, remaining available for the Company to issue in the future. In particular, subsequent to the completion of the tender offer, on September 12, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (together, the “Agents”), under which the Company may offer and sell, from time to time,
22
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
acquired pursuant to the tender offer), through a designated Agent in an “at the market offering,” as defined in Rule 415(a)(4) promulgated under the Securities Act.
Since the ATM program duration is three years and there is a reasonable expectation that more shares will be issued, mentioned costs were deferred as a prepaid expense. These costs are classified as Deferred ATM Offering Costs included in the caption Deposits and prepayments of the Consolidated Statement of Financial Position as at December 31, 2025 until further issuance of shares occurs. At that point, such costs will be reclassified as a decrease of Additional Paid-In Capital in accordance with IAS 32.37.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations into the presentation currency of these consolidated financial statements; refer to the consolidated statement of changes in equity.
Share capital
Share capital as at June 30, 2026 and December 31, 2025 consisted from the following:
|
2025 |
|
2025 |
|
Number of shares |
US$ |
|||
Ordinary shares of $ |
|
|
|
— |
|
|
|
— |
|
|
||||
Issued and fully paid |
|
|||
Balance at January 1, 2025 |
|
— |
||
Issue of shares resulting from options exercise |
|
— |
||
Balance at December 31, 2025 |
|
|
|
— |
|
2026 |
|
2026 |
|
|
Number of shares |
|
US$ |
|
Ordinary shares of $ |
|
|
|
— |
|
|
|
— |
|
|
||||
Issued and fully paid |
|
|
|
|
Balance at January 1, 2026 |
|
— |
||
Balance at June 30, 2026 |
|
|
|
— |
Special Dividend
On February 20, 2025 the Company’s Board of Directors has authorized and approved a one-time, nonrecurring special cash dividend of $
23
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
22.Deferred revenue and deferred platform commission fees
Deferred revenue is associated with the portion of in-game purchases revenue that is recognized over time and is expected to be recognized over an estimated average playing period of the paying users. The performance obligations for both the virtual currency and the underlying virtual goods (comprising the right to use the virtual items and the maintenance of the digital game environment) have been assessed as highly interrelated and are therefore treated as a single performance obligation under IFRS 15. As a result, for the portion of unconverted currency expected to be used for durable items, revenue is recognized over the average playing period of paying users in our games beginning from the date of the virtual currency purchase. For the portion expected to be converted into consumable items, the unconverted virtual currency balance is included in the deferred revenue balance at the reporting date and recognized at a point in time upon the consumption of the virtual goods. At each period-end, we allocate the balance of unconverted virtual currency between consumable and durable items using the actual conversion mix observed during the reporting period.
The tables below summarize the change in deferred revenue and platform commission fees for the six months ended June 30, 2026 and 2025:
|
2025 |
|
Liabilities (Deferred Revenue) |
|
|
January 1,2025 |
|
|
Deferred during the period |
|
|
Released to profit or loss |
|
( |
June 30, 2025 |
|
|
Current portion |
|
|
Non-current portion |
|
|
Assets (Deferred platform commission fees) |
|
|
January 1,2025 |
|
|
Deferred during the period |
|
|
Released to profit or loss |
|
( |
June 30, 2025 |
|
|
24
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
|
2026 |
|
Liabilities (Deferred Revenue) |
|
|
January 1,2026 |
|
|
Deferred during the period |
|
|
Released to profit or loss |
|
( |
June 30, 2026 |
|
|
Current portion |
|
|
Non-current portion |
|
|
Assets (Deferred platform commission fees) |
|
|
January 1,2026 |
|
|
Deferred during the period |
|
|
Released to profit or loss |
|
( |
June 30, 2026 |
|
|
The Company uses a statistical estimation model to arrive at the average playing period of the paying users for each platform. As at both June 30, 2026 and December 31, 2025 player lifespan for Hero Wars averaged
The amount of revenue recognized at a point in time is
As at June 30, 2026, unconverted virtual currency included in deferred revenue is
23.Related party transactions
As at June 30, 2026 the Company’s key shareholders are Andrey Fadeev owning
The transactions and balances with related parties are as follows:
25
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
(i) |
Directors and key management’s remuneration |
The remuneration of Directors and other members of key management was as follows:
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Directors’ remuneration |
|
|
|
|
|
|
|
|
-short-term employee benefits |
|
|
|
|
|
|
|
|
-share-based payments |
|
|
|
|
||||
Other members of key management’s remuneration |
|
|
|
|
|
|
|
|
-short-term employee benefits |
|
|
|
|
|
|
|
|
-share-based payments |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
(ii) |
Licensing revenue |
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Vistrex Limited |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(iii) |
Other operating income |
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Income from recharging of services from GDEV Inc. to Castcrown Ltd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(iv) |
Interest income |
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Castcrown Ltd |
|
|
|
|
|
|
||
|
|
|
|
|
|
(v) |
Selling and marketing expense |
|
Six months ended |
|
Six months ended |
|
Three months ended |
|
Three months ended |
|
June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||
Advertising services from Castcrown to GameGears Ltd |
|
— |
|
|
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
(vi) |
Trade and other receivables |
|
June 30, 2026 |
|
December 31, 2025 |
|
Receivable from Vistrex Ltd in GameGears Ltd |
|
— |
|
|
Receivable from Vistrex Ltd in Winchange Ltd |
|
|
|
|
Receivable from Castcrown Ltd in GDEV Inc. |
|
|
|
|
|
|
|
|
26
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
(vii) |
Loans receivable |
|
June 30, 2026 |
|
December 31, 2025 |
|
Loan to Castcrown Ltd - net (Note 14) |
|
— |
|
|
|
— |
|
|
The amount of ECL and change in fair value in respect of loans receivable from related parties is
24.List of subsidiaries
Set out below is a list of subsidiaries of the Group. Ownership interest corresponds to voting rights.
|
Ownership Interest |
|
Ownership Interest |
|
June 30, 2026 |
|
December 31, 2025 |
||
Name |
% |
% |
||
NHW Ltd |
|
|
||
Nexters Global Ltd |
|
|
|
|
Gamegears Ltd |
|
|
||
Cubic Games Studio Ltd |
|
|
|
|
Nexters Studio Armenia LLC |
|
|
|
|
Nexters Studio Kazakhstan Ltd |
|
|
||
Nexters Studio Portugal, Unipessoal LDA |
|
|
||
Nexters Midasian FZ LLC |
— |
|
||
GDEV Finance Ltd |
|
|
|
|
Nexters Lithuania UAB |
|
|
|
|
GDEV Investments Ltd |
|
|
|
|
Light Hour Games Ltd |
|
|
|
NHW Ltd
On April 5, 2021, Nexters Global Ltd acquired
Nexters Global Ltd
Nexters Global Ltd was incorporated in Larnaca, Republic of Cyprus on November 2, 2009. The registered office of the Company is at Faneromenis 107, 6031, Larnaca, Cyprus. The company’s principal activities are game development and publishing.
Gamegears Ltd (previously Dragon Machines Ltd and SGBOOST Limited)
Synergame Investment Ltd was incorporated in Limassol, Republic of Cyprus on September 1, 2021. The registered office of the company is Griva Digeni, 55, P.C. 3101, Limassol, Cyprus. The company’s principal activity are game development as well as the provision of independent developers with expertise and funds needed to launch their games and build successful international businesses. The company was renamed to SGBOOST Limited on May 12, 2022, to Dragon Machines Ltd on July 18, 2023 and, most recently, to Gamegears Ltd on August 27, 2024. On December 10, 2024 the Company acquired Winchange Ltd, which was previously accounted for as a part of Castcrown Ltd’s Group as associate.
27
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Cubic Games Studio Ltd (previously Lightmap Ltd)
The group encompasses
Nexters Studio Armenia LLC
Nexters Studio Armenia LLC was incorporated in Yerevan, Armenia on April 8, 2022. The registered office of the company is Arabkir 23, Yerevan. The company’s principal activities are game development and support.
Nexters Studio Kazakhstan Ltd
Nexters Studio Kazakhstan Ltd was incorporated in Astana, Republic of Kazakhstan on May 5, 2022. The registered office of the company is Dinmuhamed Konaev Street, 14, Astana. The company’s principal activities are game development and support.
Nexters Studio Portugal, Unipessoal LDA
Nexters Studio Portugal, Unipessoal LDA was incorporated in Lisboa, Portugal on February 2, 2023. The registered office of the company is Avenidas Novas 1050 046 Lisboa. The company’s principal activities are game support and consulting services. As at the date of these consolidated financial statements the company has ceased its operations and is dormant.
GDEV Finance Ltd
Nexters Finance Ltd was incorporated in Limassol, Republic of Cyprus on April 7, 2023. The registered office of the Company is at 28 Oktovriou 313, 3105, Limassol, Cyprus. The company’s principal activities are financial activities such as provision of loans.
Nexters Midasian FZ LLC
Nexters Midasian FZ LLC was incorporated in Ras Al Khaimah Economic Zone in UAE on January 24, 2023. As at the date of these financial statements the company is in the process of liquidation and is dormant.
Nexters Lithuania UAB
Nexters Lithuania UAB was incorporated in Vilnus, Lithuania on June 27, 2023. The registered office of the company is Didžioji, 18, Vilnius. As at the date of these financial statements the company has not yet started its active operations.
GDEV Investments Ltd (previously Tourish Limited)
Tourish Limited was acquired in Nicosia, Cyprus on May 29, 2023. The registered office of the company is Georgiou Griva Digeni, 113, Astromeritis, 2722, Nicosia, Cyprus. As at the date of these financial statements the company has not yet started its active operations. The company was renamed GDEV Investments Ltd on October 26, 2023.
Light Hour Games Ltd
Light Hour Games Ltd was acquired in Limassol, Cyprus on August 4, 2025. The registered office of the company is Anastasiou Sioukri 1, Themis court, 3105, Limassol, Cyprus. The company's principal activities are game development and support using AI-first
28
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
workflows.
25.Financial instruments - fair values and risk management
A.Accounting classifications
The following table shows the carrying amounts of financial assets and financial liabilities as at June 30, 2026 and December 31, 2025.
The Company’s trade and other receivables, prepaid tax, indemnification asset and related tax liabilities, cash and cash equivalents, treasury notes recorded at amortized cost and trade and other payables approximate their fair value due their short-term nature. Company’s investments, current and non-current (other than the treasury notes) are accounted at fair value (either through profit and loss or through OCI). Loans receivable current and non-current are a reasonable approximation of their fair value as they have been impaired to their expected return.
Financial assets are as follows:
|
June 30, 2026 |
|
December 31, 2025 |
|
Financial assets at amortized cost |
|
|
|
|
Trade receivables |
|
|
|
|
Cash |
|
|
|
|
Loans receivable |
|
|
||
Other investments - current |
|
|
|
|
Total |
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|
Financial assets measured at fair value |
|
|
|
|
Other investments - current - fair value through profit or loss - Level 1 |
|
— |
||
Other investments - non-current - fair value through other comprehensive income - Level 1 |
|
|
||
Other investments - non-current - fair value through profit or loss - Level 1 |
|
|
||
Total |
|
|
|
|
Financial liabilities are as follows:
|
June 30, 2026 |
|
December 31, 2025 |
|
Financial liabilities not measured at fair value |
|
|
|
|
Trade and other payables |
|
|
|
|
Total |
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|
Financial liabilities measured at fair value |
|
|
|
|
Share warrant obligations - Level 1 |
|
|
|
|
Total |
|
|
|
|
B.Financial risk management
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
29
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the Group’s activities.
The Group has exposure to the following risk arising from financial instruments:
(i) |
Credit risk |
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Group’s credit risk arises from Trade and other receivables, Loans receivable and Other investments. As at June 30, 2026 and December 31, 2025 the largest debtor of the Group constituted
Credit risk related to trade receivables is considered insignificant, since almost all sales are generated through major companies, with consistently high credit ratings. These distributors pay the Group monthly, based on sales to the end users. Payments are made within 3 months after the sale to the end customer. The distributors take full responsibility for tracking and accounting of end customer sales and send to the Group monthly reports that show amounts to be paid. The Group does not have any material overdue or impaired accounts receivable.
Credit risk related to Other investments is also insignificant due to the fact that they are represented by government bonds and US treasury notes which are rated AAA based on Fitch’s ratings.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
June 30, 2026 |
|
December 31, 2025 |
|
Loans receivables |
|
|
|
|
Trade receivables |
|
|
|
|
Cash |
|
|
||
Other investments - current |
|
|
||
Other investments - non-current |
|
|
|
|
Expected credit loss assessment for corporate customers as at June 30, 2026 and December 31, 2025
The Group allocates each exposure a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts, and cash flows projections) and applying experienced credit judgment.
Loan receivables
Loan receivables are provided to associates and the Company’s employees. The Group considers that its loans provided to associates have increased credit risk based on the weak recent performance of associates due to general market conditions. As a result, the specific provisions for ECL were booked in respect of the loans to associates. The ECL and change in fair value balance in respect of Loan receivables is
30
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Trade and other receivables
The ECL allowance in respect of Trade and other receivables is determined on the basis of the lifetime expected credit losses (“LTECL”). The Group uses the credit rating for each of the large debtors where available or makes its own judgment as to the credit quality of its debtors based on their most recent financial reporting or the rating assigned to their country of incorporation. After assigning the credit rating to each of the debtors the Group determines the probability of default (“PD”) and loss given default (“LGD”) based on the data published by the internationally recognized rating agencies. The determined amounts of allowances for ECL for each of the debtors are then adjusted for the forecasted macroeconomic factors, which include the forecasted unemployment rate in each of the countries where the debtors are incorporated and forecasted growth rate of the global gaming market from publicly available sources. The amount of ECL in respect of trade and other receivables is
The following table provides information about the exposure to credit risk and ECL for trade receivables:
|
|
Weighted |
|
Gross |
|
|
||||
Equivalent to external |
average |
carrying |
|
Impairment loss |
|
Credit |
||||
December 31, 2025 |
credit rating |
loss rate |
amount |
allowance |
Impaired |
|||||
Low risk |
Baa3 – A3 |
|
% |
|
( |
No |
||||
Loss |
Ca-C – Aa2 |
|
% |
|
( |
Yes |
||||
|
|
|
( |
|
|
Weighted |
|
Gross |
|
|
||||
Equivalent to external |
average |
carrying |
|
Impairment loss |
|
Credit |
||||
June 30, 2026 |
credit rating |
loss rate |
amount |
allowance |
Impaired |
|||||
Low risk |
Baa3 – A3 |
|
% |
|
( |
No |
||||
Loss |
Ca-C – Aa2 |
|
% |
|
( |
Yes |
||||
|
( |
Specific ECL provision for the entire amount of certain accounts receivable was booked as at December 31, 2025 and June 30, 2026 even though their relevant external credit rating is associated with low credit risk. We did so on the basis of specific evaluation where the Company came to a view that notwithstanding the sufficient credit rating the receipt of these accounts receivable is not likely within the foreseeable future due to specific regulatory and commercial circumstances.
Cash and cash equivalents
The cash are held with financial institutions, which are rated BB- to A+ based on Fitch’s ratings.
(ii) |
Liquidity risk |
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables over the next 90 days.
Excess cash is invested only in highly liquid triple A rated securities (mainly US treasury notes, bonds and ETFs).
31
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments.
December 31, 2025 |
|
Carrying amounts |
|
Contractual cash flows |
|
3 months or less |
|
Between 3‑12 months |
|
Between 1‑5 years |
Non‑derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
Carrying amounts |
|
Contractual cash flows |
|
3 months or less |
|
Between 3‑12 months |
|
Between 1‑5 years |
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
Share warrant obligation |
|
|
|
|
|
— |
|
— |
||
Put option liability |
|
|
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
— |
|
|
June 30, 2026 |
|
Carrying amounts |
|
Contractual cash flows |
|
3 months or less |
|
Between 3‑12 months |
|
Between 1‑5 years |
Non‑derivative financial liabilities |
|
|
|
|
|
|||||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
Carrying amounts |
|
Contractual cash flows |
|
3 months or less |
|
Between 3‑12 months |
|
Between 1‑5 years |
Derivative financial liabilities |
|
|
|
|
|
|||||
Share warrant obligation |
|
|
|
|
|
— |
|
|
|
— |
Put option liability |
|
|
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
— |
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and/or equity prices will affect the Group’s income or the value of its financial instruments. The Company is not exposed to any equity risk.
The objective of the market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
| a. | Currency risk |
Currency risk is the risk that the values of and cash flows associated with financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro, the Russian Ruble, Armenian Dram, Kazakhstani Tenge, United Arab Emirates Dirham, British pound sterling, Japanese Yen and Hong Kong dollar. The Group’s management monitors the exchange rate fluctuations on a continuous basis and acts respectively.
32
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
The Group’s exposure to foreign currency risk was as follows:
|
|
|
Armenian |
|
Kazakhstani |
|
United Arab |
|
British |
|
|
|||||
December 31, 2025 |
Euro |
Russian Ruble |
Dram |
Tenge |
Emirates dirham |
pound sterling |
Japanese yen |
Hong Kong dollar |
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable |
|
|
|
— |
|
|
— |
|
— |
— |
— |
— |
||||
Trade and other receivables |
|
|
|
— |
|
— |
|
|
— |
— |
— |
— |
||||
Cash |
|
|
|
|
|
|
|
|
— |
— |
— |
— |
||||
|
|
|
|
|
|
|
|
— |
— |
— |
— |
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease liabilities |
|
( |
|
— |
|
( |
— |
|
— |
— |
— |
— |
||||
Trade and other payables |
|
( |
|
— |
|
( |
( |
|
— |
( |
( |
— |
||||
|
( |
|
— |
|
( |
( |
|
— |
( |
( |
— |
|||||
Net exposure |
|
|
|
|
|
( |
|
|
— |
( |
( |
— |
|
|
|
Armenian |
|
Kazakhstani |
|
United Arab |
|
British |
|
|
|||||
June 30, 2026 |
Euro |
Russian Ruble |
Dram |
Tenge |
Emirates dirham |
pound sterling |
Japanese yen |
Hong Kong dollar |
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable |
|
|
|
— |
|
— |
— |
— |
— |
— |
— |
|||||
Trade and other receivables |
|
|
|
— |
|
|
|
— |
— |
— |
|
|||||
Cash |
|
|
|
|
|
|
|
— |
— |
— |
— |
|||||
|
|
|
|
|
|
|
|
— |
— |
— |
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease liabilities |
|
( |
|
— |
|
( |
— |
— |
— |
— |
— |
|||||
Trade and other payables |
|
( |
|
— |
|
( |
( |
— |
— |
( |
— |
|||||
|
|
( |
|
— |
|
( |
( |
— |
— |
( |
— |
|||||
Net exposure |
|
|
|
|
|
( |
|
— |
— |
( |
|
33
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Sensitivity analysis
A reasonably possible
|
Strengthening of |
|
Weakening of US$ |
|
December 31, 2025 |
US$ by 10% |
by 10% |
||
Euro |
|
( |
|
|
Russian Ruble |
|
( |
|
|
Armenian Dram |
|
( |
||
Kazakhstani Tenge |
( |
|
||
United Arab Emirates dirham |
— |
— |
||
British pound sterling |
|
|
|
( |
Japanese yen |
|
( |
||
|
( |
|
|
|
Strengthening of |
|
Weakening of US$ |
|
June 30, 2026 |
US$ by 10% |
by 10% |
||
Euro |
|
( |
|
|
Russian Ruble |
|
( |
|
|
Armenian Dram |
|
( |
||
Kazakhstani Tenge |
( |
|
||
United Arab Emirates dirham |
— |
— |
||
Hong Kong dollar |
( |
|
||
Japanese yen |
|
( |
||
|
( |
|
|
b. |
Interest risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates is minimal as it does not have long-term debt obligations with floating interest rates or material fixed-rate debt instruments carried at fair value.
C.Measurement of fair values
The following table shows a reconciliation from the opening balances to the closing balances for financial liabilities based on Level 3 fair values, except for share warrant liability, which fair valuation was calculated based on Level 3 inputs as at opening balance of year 2025 and 2026.
|
Share warrant |
|
Put option |
|
obligation |
liability |
|||
Balance at January 1, 2025 |
|
|
||
Net change in fair value |
( |
— |
||
Balance at June 30, 2025 |
|
|
|
|
|
Share warrant |
|
Put option |
|
obligation |
liability |
|||
Balance at January 1, 2026 |
|
|
||
Net change in fair value |
|
( |
|
— |
Balance at June 30, 2026 |
|
|
|
|
34
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
As at both June 30, 2026 and 2025 there were
26.Share-based payments
In 2016 the Company adopted a Long-Term Incentive Plan (“LTIP”). Under the LTIP key employees and deemed employees (individuals providing similar personal services) rendered services to the Group in exchange for share options (further referred to as “options”). Within the LTIP several tranches of share options for Nexters Global’s Class A shares and Class B shares were issued as stated below.
In addition to the LTIP, in November 2021 the Company approved its 2021 Employee Stock Option Plan (the “ESOP”). Under the ESOP, key staff employed by the Group and our independent non-executive directors have rendered services in exchange for equity instruments.
The Company granted a number of share options under the ESOP, including: Newly granted share options;
| ● | Share options, which represent modification of the outstanding options (see Modified complex options further below). |
The common condition for both of these share option types is that they have service condition. The Group’s management believes that all employees, which received share-based compensation will continue to contribute to the Group’s projects and/or be employed by the Group during the respective vesting periods.
Below is the descriptions of the options granted:
Type of options |
|
Grant Date |
|
No. of options outstanding |
|
Vesting period |
|
Vesting conditions |
ESOP options |
|
November 2021, depending on the employee |
|
|
* |
2021-2026 |
|
Service condition |
LTIP - Modified Class B complex vesting options |
|
January 1, 2019 |
|
|
* |
2022-2026 |
|
Service condition |
Total share options outstanding as at June 30, 2026 |
|
— |
|
— |
| * | Options granted refer to GDEV Inc. shares (adjusted for reverse share split) |
We classified these share-based payment transactions as equity-settled whereby the Group receives services in exchange for its own equity instruments. We recorded share-based payments expense in general and administrative expenses of our consolidated statement of profit or loss and other comprehensive income.
The table below summarizes the share-based payments expense for the periods ended June 30, 2026 and 2025:
|
Six months ended |
Six months ended |
Three months ended |
Three months ended |
||||
|
|
June 30, 2026 |
|
June 30, 2025 |
|
June 30, 2026 |
|
June 30, 2025 |
Class B complex vesting |
|
|
|
|
|
|
|
|
Employee stock option plan |
|
|
|
|
|
|
|
|
Total recorded expenses |
|
|
|
|
|
|
|
|
therein recognized: |
|
|
|
|
|
|
|
|
within General and administrative expenses |
|
|
|
|
|
|
|
|
35
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
In relation to the share-based payment expense for the six months ended June 30, 2026 and 2025 we recognized the increase in Other reserves of
The table below summarizes the number of outstanding share options at the beginning and the end of six months ended June 30, 2026 and 2025:
Employee |
|
Class B complex |
||
|
stock option |
vesting - related to |
||
plan |
GDEV Inc shares |
|||
Outstanding at the beginning of the period 2026 (units) |
|
|
|
|
Granted during the period (units) |
|
|
|
— |
Outstanding at June 30, 2026 (units) |
|
|
|
|
|
Employee |
|
Class B complex |
|
stock option |
vesting - related to |
|||
plan |
GDEV Inc shares |
|||
Outstanding at the beginning of the period 2025 (units) |
|
|
||
Granted during the period (units) |
|
|
— |
|
Exercised during the period (units) |
( |
( |
||
Outstanding at the end of the period June 30, 2025 (units) |
|
|
|
Share options granted in 2021 (ESOP options)
The ESOP share options have only service conditions.
We have estimated the fair value of granted awards using Black-Scholes-Merton pricing model taking into account the terms and conditions on which the options were granted.
The following table presents fair value per one option and related assumptions used to estimate the fair value at the grant date:
Evaluation date (grant date) |
|
November 16-30, 2021 |
Vesting period |
|
|
Share market price, US$ |
|
From |
Strike (exercise) price, US$ |
|
|
Expected volatility |
|
|
Dividend yield |
|
|
Risk-free interest rate |
|
|
Average grant-date FV of one option, US$ |
|
As at June 30, 2025 one of the Group’s directors exercised some of their ESOP option plan in total
On June 30, 2026 the directors were granted additional
36
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Modified complex options
Under the LTIP adopted in 2016, the Company granted Class B share options on January 1, 2019 with a service condition and a performance-based non-market vesting condition (net income thresholds per management accounts). The contractual term of the options was
For the purposes of the valuation each performance condition threshold was treated as a separate option with a separate valuation of the vesting period.
The following table presents fair value of options and related parameters used to estimate the fair value of our options at the grant date and probability of vesting:
Evaluation date (grant date) |
|
January 1, 2019 |
Equity value, US$ mln |
|
|
Expected volatility |
|
|
Dividend yield |
|
|
Proxy net income indicator |
|
|
Discount for Lack of Marketability* |
|
|
Total FV for |
|
*- |
applied to the result of fair value estimation. |
**- |
total FV of |
Strike price for the above-mentioned option at the beginning of 2021 was US$
As part of the new ESOP, the Company modified the complex options in November 2021. Under the modified program for a portion of the options the non-market performance condition was eliminated, and they include only the service condition. For the remaining options the performance conditions were modified such that only the non-market performance targets were modified. The Company considered the modification to be beneficial to the recipients.
As at June 30, 2025
As at June 30, 2026 there were
27.Commitments and contingencies
Dispute with a contractual counterparty
The Company is currently involved in a dispute with one of its contractual counterparties, with each side having raised certain claims in relation to breaches of the relevant agreements, for which the counterparty has claimed a substantial amount of damages from the Company. As at the date of these financial statements, the effects and outcomes of this dispute cannot be reliably estimated, though the Company intends to rigorously defend its interest. In accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the information otherwise required to be disclosed pursuant to that accounting standard in relation to the dispute has been omitted on the grounds that it can be expected to prejudice seriously the position of the Company. Based on the assessment of the Company’s management, which relies, among other factors, on the discussions with its litigation counsel, no provision is required to be recorded in the financial statements at this stage.
37
GDEV Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US$ unless stated otherwise)
Taxation
Although the Company generally is not responsible for indirect taxes (VAT and withholding sales taxes) generated on games accessed and operated through third-party platforms, we are responsible for collecting and remitting applicable sales, value added, use or similar taxes for revenue generated on games accessed and operated on our own platforms and/or in countries where the law requires the game publishers to pay such taxes even if games are made available for users through third-party platforms. Furthermore, an increasing number of U.S. states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. This is also the case in respect of the European Union, where value added taxes or digital services taxes were or may be imposed on companies making digital sales to consumers within the European Union. In addition, as taxation of IT industries is rapidly developing there is a risk that various tax authorities may interpret certain agreements or tax payment arrangements differently than the Company (including identification of the taxpayer and determination of the tax residency).
The Company believes that these consolidated financial statements reflect our best estimate of tax liabilities and uncertain tax positions, which are appropriately accounted for and/or disclosed in these consolidated financial statements. In respect of the above risks, we consider them to be reasonably possible of being materialized, however, the potential financial effects thereof cannot be presently reliably estimated.
28.Events after the reporting period
Sale of "Island Hoppers"
On August 13, 2026, the Group entered into a game asset purchase agreement with an unrelated party for the sale of the mobile game "Island Hoppers", together with all related intellectual property and game assets, for a total consideration of million, of which million was received upon execution and million represents a deferred payment contingent on the satisfaction of a gross revenue condition and completion of the agreed migration obligations.
Island Hoppers contributed approximately
As a result of the transaction, deferred revenue related to Island Hoppers bookings, totaling $
38