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Published by Nacon
UNIVERSAL REGISTRATION DOCUMENT Including the annual financial report Société anonyme governed by a Board of Directors with share capital of €87,808,412 Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole This universal registration document (URD) This universal registration document (URD) was filed on 24 June ...
2023/24 UNIVERSAL REGISTRATION DOCUMENT Including the annual financial report Including the annual financial report Société anonyme governed by a Board of Directors with share capital of €87,808,412 Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole Registered office: 396/466, Rue de la Voyette, CRT 2, 59273 Fretin Registration number: 852 538 461 RCS Lille Métropole
This universal registration document (URD) This universal registration document (URD) was filed on 24 June 2024 with the Autorité des Marchés Financiers (“AMF”) as the competent authority in respect of regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation. The URD may be used for the purposes of The URD may be used for the purposes of a public offering of financial securities or the admission of financial securities to trading on a regulated market if accompanied by a securities note and, where applicable, a summary and all amendments to the URD. The whole is approved by the AMF in accordance with regulation (EU) 2017/1129. AUTORITE DES MARCHÉS FINANCIERS AXF Copies of this universal registration document are available free of charge from Nacon's registered office at 396/466, Rue dela Voyette, CRT 2, 59273 Fretin, and in electronic form from the websites of the AMF ( www.amf - france.org ) and Nacon ( ). www.nacongaming.com office at 396/466, Rue de la Voyette, CRT 2, 59273 Fretin, and in electronic form from the websites of the AMF (www.amf-france.org) and Nacon (www.nacongaming. com).
Contents _Toc171092132 1. PERSONS RESPONSIBLE 8 1.1 PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT 8 1.2 STATEMENT BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL REGISTRATION 1.1.3 DOCUMENT 8 PERSON RESPONSIBLE FOR FINANCIAL REPORTING 8 1.4 INFORMATION FROM THIRD PARTIES 8 1.5 APPROVAL OF THE UNIVERSAL REGISTRATION DOCUMENT 8 2.1.2 STATUTORY AUDITORS .9 2.1 STATUTORY AUDITORS 9 2.2 INFORMATION ABOUT STATUTORY AUDITORS THAT HAVE RESIGNED, BEEN 1.3 REMOVED OR NOT BEEN REAPPOINTED 9 3. RISK FACTORS 10 3.1 RISKS RELATED TO THE BUSINESS 12 3.2 RISKS RELATED TO THE COMPANY'S FINANCIAL POSITION 16 3.3 MARKET RISK 18 3.4 RISKS RELATED TO THE COMPANY'S ORGANISATION 20 2.3.5 REGULATORY AND LEGAL RISKS 22 3.6 NON-FINANCIAL RISKS 25 3.7 INSURANCE AND RISK COVERAGE 25 4. INFORMATION ABOUT THE COMPANY 26 4.1 CORPORATE NAME OF THE ISSUER 26 4.2 PLACE OF REGISTRATION AND REGISTRATION NUMBER 26 4.3 DATE AND TERM OF INCORPORATION 26 4.4 REGISTERED OFFICE, LEGAL FORM, LEGISLATION GOVERNING THE BUSINESS 26 5. BUSINESS OVERVIEW ..27 5.1 MAIN ACTIVITIES 27 5.2 MAIN MARKETS 46 5.3 SIGNIFICANT EVENTS IN THE GROUP'S TIMELINE 51 5.4 STRATEGY AND OBJECTIVES 51 5.5 RESEARCH AND DEVELOPMENT, PATENTS, LICENCES, TRADEMARKS AND DOMAIN NAMES 63 5.6 COMPETITIVE POSITION 66 5.7 INVESTMENT 67 6.
NING THE BUSINESS 26 5. BUSINESS OVERVIEW ..27 5.1 MAIN ACTIVITIES 27 5.2 MAIN MARKETS 46 5.3 SIGNIFICANT EVENTS IN THE GROUP'S TIMELINE 51 5.4 STRATEGY AND OBJECTIVES 51 5.5 RESEARCH AND DEVELOPMENT, PATENTS, LICENCES, TRADEMARKS AND DOMAIN NAMES 63 5.6 COMPETITIVE POSITION 66 5.7 INVESTMENT 67 6. NON-FINANCIAL STATEMENT (NFS) 69 6.1 INTRODUCTION 69 6.1 BUSINESS MODEL 72 6.2 CSR POLICY OBJECTIVES 73 6.3 TABLE OF NON-FINANCIAL RISKS INHERENT IN THE GROUP'S BUSINESS OR THE USE OF ITS PRODUCTS AND SERVICES 74 6.4 EMPLOYEE-RELATED RISKS, POLICIES PURSUED AND OUTCOMES 77 6.5 ENVIRONMENTAL RISKS, POLICIES PURSUED AND OUTCOMES 87 6.6 SOCIAL RISKS, POLICIES PURSUED AND OUTCOMES 102 6.7 ACTION IN FAVOUR OF HUMAN RIGHTS 106 6.8 RELATIONSHIP BETWEEN THE FRENCH NATION AND THE ARMED FORCES 107 6.9 ANTI-CORRUPTION AND TAX EVASION 107 6.10 APPENDIX - EMPLOYEE-RELATED, ENVIRONMENTAL AND SOCIAL REPORTING METHODOLOGY 109 6.11 REPORT OF ONE OF THE STATUTORY AUDITORS 114 4.4 7. ORGANISATION STRUCTURE 119 5. 7.1 LEGAL STRUCTURE 119 7.2 GROUP COMPANIES 119 7.3 MAIN INTRA-GROUP TRANSACTIONS 122 8.5.1 EARNINGS AND FINANCIAL POSITION 124 8.1 FINANCIAL POSITION 124 5.2 3 5.3 SIGNIFICANT EVENTS IN THE GROUP'S TIMELINE 51
8.2 OPERATING PERFORMANCE......................................................................................... 128 9. CASH POSITION AND CAPITAL .................................................. 130 9.1 INFORMATION ON THE COMPANY’S SHARE CAPITAL, LIQUIDITY AND FUNDING SOURCES ......................................................................................................................... 130 9.2 CASH FLOW...................................................................................................................... 132 9.3 INFORMATION ON THE COMPANY’S BORROWING TERMS AND FUNDING STRUCTURE ..................................................................................................................... 134 9.4 RESTRICTIONS ON THE USE OF CAPITAL ................................................................... 135 9.5 FUNDING SOURCES REQUIRED FOR THE FUTURE ................................................... 135 10. REGULATORY ENVIRONMENT ................................................... 136 11. TRENDS ....................................................................................... 140 11.1 MAIN TRENDS SINCE THE START OF THE CURRENT FINANCIAL YEAR ................. 140 11.2 TRENDS, UNCERTAINTIES, CONSTRAINTS, COMMITMENTS OR EVENTS THAT MAY MATERIALLY AFFECT THE NACON GROUP’S OUTLOOK ........................................... 140 12. EARNINGS FORECASTS AND ESTIMATES .................................141 12.1 ASSUMPTIONS ................................................................................................................. 141 12.2 GROUP FORECASTS FOR THE YEAR ENDED 31 MARCH 2024 .................................141 13.
EARNINGS FORECASTS AND ESTIMATES .................................141 12.1 ASSUMPTIONS ................................................................................................................. 141 12.2 GROUP FORECASTS FOR THE YEAR ENDED 31 MARCH 2024 .................................141 13. ADMINISTRATIVE AND MANAGEMENT BODIES........................ 142 13.1 DIRECTORS AND EXECUTIVE OFFICERS .................................................................... 142 13.2 CONFLICTS OF INTEREST IN THE ADMINISTRATIVE AND MANAGEMENT BODIES 151 14. REMUNERATION AND BENEFITS ............................................... 152 14.1 REMUNERATION AND BENEFITS................................................................................... 152 14.2 AMOUNTS SET ASIDE BY THE COMPANY FOR THE PAYMENT OF PENSIONS, RETIREMENT BENEFITS AND OTHER BENEFITS TO CORPORATE OFFICERS....... 164 15. OPERATING PROCEDURES OF THE ADMINISTRATIVE AND MANAGEMENT BODIES .............................................................. 165 15.1 MANAGEMENT OF THE COMPANY................................................................................ 165 15.2 INFORMATION ON AGREEMENTS BINDING THE COMPANY’S EXECUTIVES AND/OR CORPORATE OFFICERS AND THE COMPANY OR ANY OF ITS SUBSIDIARIES ....... 165 15.3 BOARD OF DIRECTORS, BOARD COMMITTEES AND CORPORATE GOVERNANCE165 15.4 STATEMENT ON CORPORATE GOVERNANCE ............................................................ 167 15.5 INFORMATION ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES
Société anonyme governed by a Board of Directors with share capital of €86,321,932 Registered office: 396/466 rue de la Voyette, CRT 2, 59273 Fretin, France Registration number: 852 538 461 RCS Lille Métropole UNIVERSAL REGISTRATION DOCUMENT Including the 2021/22 annual financial report This universal registration document (URD) was filed on 22 June 2022 with the Autorité des Marchés Financiers (“AMF”) as the competent authority in respect of regulation (EU) 2017/1129, without prior approval in ...
The filing announces that the conditional clause attached to the November 19 2025 agreement between PCF Group S.A., headquartered in Warsaw, and Square Enix Limited, based in London, has been satisfied. PCF’s capital group delivered the “Closing Kit” – the development assets for the Gemini project – within the stipulated deadline, and Square Enix confirmed the kit’s contents on the same day, triggering the contractual consequences outlined in the agreement. As a result, both parties are now bound to complete the final financial settlements for Gemini according to the pre‑agreed schedule. The production‑publishing contract for Gemini dated August 12 2020 has been mutually terminated, and the earlier production‑publishing contract for the Madness project dated February 16 2016 has also been dissolved by agreement. Additionally, Square Enix and PCF Group have mutually waived any further claims arising from their prior collaboration. The announcement references earlier interim reports (numbers 14/2025 and 44/2025) and cites Article 17(1) of the MAR Regulation as the legal basis. The scope is limited to the two corporate entities involved, covering contractual obligations and settlements for two specific game development projects, with all actions occurring within the European Union and United Kingdom jurisdictions during the 2025 reporting period.
The Ordinary General Meeting of 11 bit studios S.A., convened on June 12, 2025, finalized the corporate and financial oversight for the 2024 fiscal year. The company reported a total net profit of 6,889,150 PLN against total assets valued at 262,302,617 PLN. Shareholders reached a consensus to strengthen the firm’s internal reserves by allocating the entirety of the 2024 net profit to supplementary capital rather than issuing dividends. This financial strategy was accompanied by the formal approval of management and supervisory board reports, signaling shareholder confidence in the company’s operational trajectory over the preceding year. Governance and leadership stability were reinforced through the election of Przemysław Marszał as Chairman and the granting of discharge to the entire executive and supervisory leadership. Key figures, including President Przemysław Marszał and board members Grzegorz Miechowski, Michał Drozdowski, Paweł Feldman, and Marek Ziemak, received formal absolution for their duties. These resolutions were passed via secret ballot with participation representing approximately 17% to 24% of the total share capital, confirming the legal discharge of responsibilities for both the Management Board and the Supervisory Board. The assembly also implemented structural updates to the company’s regulatory framework and compliance protocols. Beyond approving the 2024 Remuneration Report, shareholders repealed existing Audit Committee Regulations and delegated the creation of new guidelines to the Supervisory Board. Significant amendments to the company Statute were adopted to ensure alignment with current accounting laws. These changes specifically empower the Supervisory Board to select audit firms responsible for both traditional financial statements and increasingly critical sustainability reporting, reflecting a modernized approach to corporate transparency and regulatory adherence.
The report serves to disclose a delayed insider announcement concerning PCF Group S.A.’s initiation of negotiations with Sony Interactive Entertainment LLC for a Prototype Development Agreement aimed at creating a new video‑game prototype, internally coded “Project Delta.” The disclosure, required under Article 17 of the EU Market Abuse Regulation (MAR), was postponed on 6 February 2025 and made public on 13 March 2025, reflecting the company’s assessment that immediate release could jeopardise the negotiation process and the legitimate interests of the group. Negotiations were triggered by a proposal received from Sony on 3 February 2025, outlining a work‑for‑hire model in which PCF Group would develop the prototype in exchange for agreed remuneration, with the project divided into milestone‑based phases. The terms under discussion are described as consistent with standard production contracts for similar projects, and the company emphasizes that the commencement of talks does not guarantee a final agreement. The board justified the delay by citing MAR provisions and guidance from the European Securities and Markets Authority, arguing that premature disclosure could expose the negotiations to competitive interference and lead to misinterpretation by the market, potentially affecting the company’s share value. Confidentiality was maintained through a controlled list of recipients in line with Article 18 MAR, and the regulator will be notified of the delayed disclosure in accordance with the regulation. Overall, the filing confirms PCF Group’s strategic intent, expressed in its 2023 strategy update, to pursue attractive work‑for‑hire collaborations with reputable partners, while adhering to EU market‑transparency rules throughout the negotiation period.