2026 HALF -YEAR REPORT
BasicNet Group – 2026 Half -Year Report
CONTENTS
CONTENTS
COMPANY INFORMATION 2
CORPORATE BOARDS 3
DIRECTORS’ REPORT 4
CONDENSED CONSOLIDATED 2026 HALF -YEAR FINANCIAL STATEMENTS AND
EXPLANATORY NOTES
Consolidated Income Statement Consolidated Comprehensive Income Statement Consolidated Balance Sheet Consolidated Cash Flow Statement Statement of changes in Consolidated Shareholders’ Equity
Explanatory Notes
Explanatory Notes to the Consolidated Income Statement Explanatory Notes to the Consolidated Ba lance Sheet
Attachments 20
21 21
23 24
26 33
38 62
DECLARATION OF THE CONDENSED FINANCIAL STATEMENTS AS PER ARTICLE 81 -TER OF
CONSOB REGULATION NO. 11971 OF MAY 14, 1999 66
AUDITORS’ REPORT ON THE LIMITED AUDIT OF THE CONDENSED CONSOLIDATED HALF -
YEAR FINANCIAL STATEMENTS 67
BasicNet Group – 2026 Half -Year Report
CORPORATE INFORMATION
2
COMPANY INFORMATION
REGISTERED OFFICE
BasicNet S.p.A.
Largo Maurizio Vitale, 1 Turin 10152 - Italy Tel. +39 011 26171
LEGAL INFORMATION
Approved and subscribed share capital Euro 31,716,673.04 VAT, Tax and company’s office registration number 04413650013 Turin Economic and Administrative Register No. 631153
BasicNet Group – 2026 Half -Year Report
CORPORATE BOARDS
3
CORPORATE BOARDS
BOARD OF DIRECTORS
Marco Daniele Boglione Chairperson Daniela Ovazza Vice -Chairperson Alessandro Boglione Chief Executive Officer Lorenzo Boglione Chief Executive Officer Maria Boglione Director Veerle Bouckaert Executive Director Piera Braja Independent Director
Remuneration Committee
Chairperson of the Control and Risks and Related Parties Committee Paola Bruschi Executive Director Franc esco Calvo Independent Director
Remuneration Committee
Control and Risks and Related Parties Committee Marco Enrico Executive Director Cristiano Fiorio Independent Director Control and Risks and Related Parties Committee Monica Gamberoni Executive Director Carlo Pavesio Chairperson of the Remuneration Committee Federico Trono Executive Director
BOARD OF STATUTORY AUDITORS
Ugo Palumbo Chairperson Gianna Luzzati Statutory Auditor Alberto Pession Statutory Auditor Simonetta Mattei Alternate Auditor Riccardo Garbagnati Alternate Auditor
INDEPENDENT AUDIT FIRM
PricewaterhouseCoopers S.p.A.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
4
DIRECTORS’ REPORT
In summary, for H1 2026 the Group reports:
consolidated revenues of Euro 216.4 million (Euro 172.6 million in 2025, +25.4%), which includes:
direct sales: Euro 188.7 million (137.3 in H1 2025, +37.4%), driven in part by the Woolrich® and Sundek® contributions, the ongoing consolidation of European retail operations, alongside strong e -
commerce channel growth (+111%) and in which the Group continued to invest during the period;
Royalties and sourcing commissions from productive and commercial licensees: Euro 27.2 million (Euro 34.6 million in H1 2025, - 21.3%). Aggregate sales generated by third -party commercial and direct licensees totalled Euro 453.1 million (Euro 392.7 million in H1 2025, +15.4%), with growth in Europe (+19.6%) which accounts for approximately 83% of aggregate sales and on which the Group’s development projects have focused, in addition to Asia and Oceania and the Middle East and Africa of 2.1% and 6.3% respectively, while contracting in the Americas ( -18.8%).
For a clearer view of the Group’s operating performance in the period, the indicators below have been calculated based on the pro- forma consolidated figures, excluding the effects of non -recurring charges and income (listed below) from the M&A’s completed at the end of 2025. The comparative figures for 2025 are also presented on a pro-forma basis, net of the extraordinary items resulting from the sale of approximately 40% of the stake held in K-Way S.p.A., including the related costs of Euro 17.7 million, in addition to further non- recurring charges of Euro 2.8 million.
EBITDA *: Euro 9.1 million (Euro 15.1 million in H1 2025). This result reflects the Group’s transformation and expansion phase requiring the investments and costs incurred to integrate Woolrich® and Sundek® and for their gradual inclusion into the BasicNet business model, particularly in terms of personnel costs and general expenses. Excluding non -recurr ing extraordinary charges totalling Euro 7.0 million, the period EBITDA still includes the operating and personnel costs for the half -year related to the former Woolrich offices in Bologna and to the retail locations that have already closed or are in the process of closing. Although these costs do not qualify as non -recurring charges for calculating the pro -forma figures, they are expected to gradually reduce as the integration activities are completed.
EBIT*: loss of Euro 10.3 million (profit Euro 4.4 mi llion in the same period of 2025), following the recognition of amortisation and depreciation on tangible and intangible assets of Euro 7.3 million and depreciation on right- of-
use assets totalling Euro 12.1 million, more than doubling on 2025, primarily due to the expansion of the retail network following the recent acquisitions and new store openings. Although already adjusted for non -recurring extraordinary charges of Euro 7.1 million, EBIT also includes depreciation on rights -of-use accruing to the peri od relating to agreements which have been terminated or are in the process of being terminated. These items are also not expected to recur in subsequent periods.
Excluding these effects, EBITDA and EBIT would be higher and would better reflect the Group’s structural profitability, which is expected to benefit progressively from the synergies arising from the integration of the recently -acquired brands;
net result *: loss of Euro 11.1 million (profit of Euro 0.8 million in the first six months of 2025). The figure includes a net pro- forma adjustment of approximately Euro 5.9 million, lower than the adjustment applied to EBITDA and EBIT, due to the deferred tax recognised on the non -recurring charges;
the net financial position with banks was Euro -146.2 million (Euro - 74.4 million at December 31, 2025) and primarily reflects the financial debt incurred by the Group at the end of 2025 following the acquisitions of Woolrich® and Sundek®, in addition to the normal course of the business cycle, which results in a greater absorption of financial resources in the first half of the year than at the end of the year. The Group during the period completed the refinancing of Sundek’s debt, settling the previous syndicate loan and the additional outstanding unsecured loans, while rebalancing the maturities by reclassifying a portion of the debt from short -
term to medium to long -term. The operation was carried out through two five- year loans of Euro 20 million each, agreed with Banca Monte dei Paschi di Siena and Intesa San paolo respectively. Overall net financial position of Euro -247.3 million (Euro -191.0 million at December 31, 2025). Dividends totalling Euro 7.6 million were distributed in H1 2026 to BasicNet shareholders, with capital reserves of Euro 2.0 million returned to minority
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
5 shareholders and Euro 6.4 million of treasury shares acquired. The company also recognised the payment of Euro 1.6 million in the period related to the price adjustment for the acquisition of Sebago France and a final payment of Euro 5.3 million for the earnout linked to the acquisition of K -Way France.
(*) pro-forma net of a number of extraordinary and non -recurring costs, including the extraordinary effects of M&A transactions finalised in December 2025 (acquisition of the investments in Woolrich Europe and Sundek).
In relation to the “alternative performance indicators”, as defined by CESR/05 -178b recommendation and Consob Communication 0092543 of December 3, 2015, which transposed the ESMA guidelines of October 5, 2015, w e provide below a definition of the indicators used in the present Directors’ Report, as well as their reconciliation with the financial statement items:
Consolidated Revenues the sum of royalties, sourcing commissions and sales of the BasicNet Group companies and property revenues from third parties.
EBITDA “operating result” before “amortisation and depreciation”.
EBIT “operating result”.
Contribution margin on direct sales “gross margin”.
Debt/equity ratio this is an indicator of the financial s tructure of the balance sheet and is calculated as the ratio of financial debt to shareholders' equity.
Net financial position total of current and medium/long -term financial payables, less cash and cash equivalents and other current financial assets.
Net financial position with banks the Net financial position, net of payables for rights -of-use and payables for the acquisition of company shares.
Commercial licensees or licensees independent business owners, granted licenses to distribute Group brands products in their respective regions.
Productive licensees or sourcing centers third -party firms to the Group. Their function is to manufacture and market products and are located in various countries worldwide, depending on what type of goods they produce.
Commercial licensees and direct aggregate sales sales by commercial licensees, recognised by the BasicNet Group to the royalties account and the sales by the Group company license holders.
Productive licensees aggregate sales sales by productive licen sees, recognised by the BasicNet Group to the “royalties and sourcing commissions” account of the income statement.
Brands aggregate sales is the sum of “Commercial licensees and direct aggregate sales” and “Aggregate sales of productive licensees"
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
6
THE GROUP AND ITS ACTIVITIES
The BasicNet Group operates in the apparel, footwear and accessories sector through the brands Kappa®, Robe di Kappa®, K-Way®, Superga®, Briko®, Jesus® Jeans, Sebago®, Woolrich® (from December 1, 2025) and Sundek® (from December 16, 2025).
Group activities involve driving brand enhancement and product distribution through a global network of licensees. This business network is defined as the “Network”. And from which the name BasicNet derives. The Network of licensees encompasses all key markets worldwide.
BasicNet S.p.A. is the parent company of the Group – with headquarters in Turin - listed on the Italian Stock Exchange.
The BasicNet Group brands form part of the informal and casual clothing sector, which has experienced signi ficant growth since the 1960’s and continues to develop with the “liberalisation” of clothing trends.
The BasicNet Group comprises Italian and international operating companies within two sectors, as outlined in detail in Note 6:
i) the "clothing, footwear and accessories" sector, ii) property management.
2026 SIGNIFICANT EVENTS
The initial months of 2026 featured the gradual integration of the Woolrich® and Sundek® brands, which recently entered the Group scope. Organisational and operational activities began t o bring the two brands into the BasicNet business model and to gradually tap into the existing industrial, distributional and operative synergies, while maintaining their identities and distinctive positionings.
For the Woolrich® brand, a trade union agreement was reached in the first half of the year as part of the plan to concentrate operations at the Turin offices. The agreement covers the transfer of a number of staff and sets out specific measures to support their mobility, in addition to departure in centives for the approximately ninety employees who did not opt for the transfer or who will temporarily continue working at the remaining offices (with their departure scheduled no later than the end of August). In light of the expected uptake of the various options provided for in the agreement, the Group has set aside total provisions of approximately Euro 7 million, primarily related to departure incentives and other costs directly associated with the reorganisation. An agreement was also reached for th e early return of the property in Bologna, providing for a one -year “way -out” period and the resulting provision for estimated costs, amounting to approximately Euro 0.5 million.
For the Retail channel, the transfer of the business unit concerning the Milan – Corso Venezia store was finalised in the first half of the year, a transaction that resulted in the receipt of key money totalling approximately Euro 1 million. The Group in the fourth quarter of 2026 also plans to rebrand its current dual -brand Robe d i Kappa and Superga store in Milan, which will be dedicated to the Woolrich® brand, as part of the streamlining and development of the Group’s retail network.
The reorganisation measures involving the Sundek® brand resulted in limited expenses, primarily concerning departure incentives for two employees. The Group also continued to streamline its retail network in the period by selling the stores in Peschiera del Garda and Salò and converting certain stores to the Group’s retail formats, particularly those in Riccione and Viareggio.
The company also continued its efforts in the first half of 2026 to streamline the Robe di Kappa retail network, so as to improve the operational efficiency and profitability of the distribution channel. At June 30, 2026, the monobrand network consisted of 56 stores, decreasing by 17 from the 73 stores at June 30, 2025 ( -23%). The closures were primarily in the Piedmont and Sicily regions, based on the strategy of focusing on the better -
performing stores and with stronger growth p rospects. The Kappa Outlet chain also contracted from 11 to 9 stores following the closure of the Mondovì and Foiano locations. These initiatives are part of a broader programme to optimise the brand’s retail presence, focused on boosting the network’s financial sustainability and strengthening its commercial quality.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
7 The Group in February acquired a 60% stake in the Belgian company K -Way Retail Benelux NV, which already held the commercial activities relating to the K -Way direct stores in the cities of Kn okke, Antwerp and Meesmechelen, so as to further expand the network of direct stores in Belgium. 40% of the company is owned by Fashion Club Retail Management NV, the K -Way licensee for Belgium. The effects of the transaction are outlined in Note 5.
In June, the subsidiary BasicVillage acquired the property located at Via Padova 55 in Turin, which had served as the Group’s headquarters for many years prior to the acquisition of Maglificio Calzificio Torinese. The property will be renovated and may either be used for the Group’s benefit (by consolidating the external spaces currently leased and/or through developing other Group activities), or as a means to diversify and integrate the “Village” real estate investment, for example as a accommodation facility. Meanwhile, construction has been completed on the building at Via Padova 78, earmarked for the expansion of office space.
Within a still highly uncertain macroeconomic and geopolitical environment, the Group continued to pursue its strategy of leveraging t he entire brand portfolio, focusing on selective growth in the greatest potential markets and on strengthening the direct and digital channels, taking a prudent approach which targets the creation of sustainable value over the medium -term.
REGIONAL COMMERCIAL PERFORMANCES
The Group in the first half of 2026 continued to pursue its international expansion strategy by renewing expiring licensing agreements and signing new distribution contracts for the Kappa ® and Superga® brands in Vietnam, Briko® in Sout h Korea and Sebago® in the Philippines. The company also focused on expanding its retail network, strengthening its commercial and sports partnerships and on gradually integrating the Woolrich® and Sundek® brands into the BasicNet business model.
Specifically:
• Kappa® further strengthened its international position by renewing and expanding its partnerships in the world of sports, including MotoGP, the French Ski Federation and the Tunisian national football team. The brand has simultaneously continued its s trategy of developing capsule collections and collaborations with international brands, designers and partners in the fields of sports, fashion and lifestyle, including Ducati, VR46 Racing Team, Naruto Shippuden, Budweiser, Modelo, Junya Watanabe, Kappa FuturFestival and Pompeii, along with Deportivo La Coruña.
• K-Way
® has continued to develop the brand by expanding its international retail network with new store openings in Italy, France and the United Kingdom, thereby strengthening its presence in the maj or European retail hubs. The brand has also developed numerous initiatives focused on design and the outdoors, participating in the “Salone del Mobile” in Milan and strengthening its partnerships with Vogue and GQ Italia, Starbucks, Wakeparadise Milano, in addition to numerous partners in the sports and lifestyle sectors. The brand also continued its promotional activities in the world of sports, becoming the official uniform supplier for the staff of the 2026 Hexagon Cup and engaging its international ambassadors, such as snowboarder Scotty James and surfer Leonardo Fioravanti.
• Sebago
® continued to promote and strengthen the brand’s heritage through events for the press and commercial partners in major European cities and by celebrating the brand’s 80th anniversary with a comprehensive programme of international initiatives, including the Sebago Boat Tour, a traveling exhibition across Europe. At the same time, the brand continued its strategy of developing capsule collections and collaborations, with Quaker Marine Supply and Weekend Max Mara and with Jeanne Vouland respectively. The brand has expanded its retail presence in Italy and France and has also boosted its presence at major industry events, including Pitti Uomo. In Q1, the brand also increased the visibility of its Sebago Yearbook 3 publishing project through events dedicated to the press and key European customers.
• Superga® has drawn on its history through the publishing project Codice Superga. Una storia italiana di moda (“Code Superga. An Italian fashion story”) , published by Rizzoli and presented in Milan. The brand has also promoted initiatives focused on nature and sustainability in Spain and served as the main sponsor of Flor Torino. Collaborations with other brands also continued, including Mrs. Françoise.
• Briko® has strengthened its presence in the sports segment by participating in the Prowinter and Sport Achat trade shows, unveiling its new collections, while renewing its sponsorships for winter sports and cycling.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
8 • Woolrich®, which joined the Group in December 2025, began its integration by participating in the industry’s leading international events, including Pitti Uomo, thereby strengthening the brand’s visibility and presenting its new collections through the BasicNet commercial platform.
• Sundek®, which was also recently acquired, made its debut at the Group’s trade events by participating in Pitti Uomo. The brand has also benefited from initiatives to streamline and expand its retail presence in Italy, including through the sharing of cer tain retail spaces with other Group brands.
The activities carried out during the period overall confirm the Group’s strategy focused on strengthening the international presence of its brands, expanding its distribution network, developing high -value -added partnerships and leveraging the synergies arising from the integration of the newly -acquired brands.
Group brand sales points At June 30, 2026, the Kappa® and Robe di Kappa® monobrand stores and "shop in shops" open worldwide number 1,082, while K -Way® monobrand stores and "shop in shops" number 139. There are 97 Superga® monobrand stores and “shop in shops” and 47 Sebago® monobrand stores and “shop in shops”, in addition to 41 Sundek® stores and 25 Woolrich® stores, for a total of 1,431 stores.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
9
H1 2026 FINANCIAL PERFORMANCE OVERVIEW
THE GROUP
BasicNet Group Key Financial Highlights The condensed income statement for the year is reported below:
(Euro thousands) H1 2026 Proforma *** H1 2026
pro-forma
Brand aggregate sales ** 594,286 - 594,286 Consolidated direct sales 188,663 - 188,663 Cost of sales (93,493) - (93,493)
CONTRIBUTION MARGIN ON DIRECT SALES 95,170 - 95,170
Royalties and sourcing commissions 27,247 - 27,247 Other income 3,697 (948) 2,749 Sponsorship and media costs (20,708) - (20,708) Personnel costs (50,927) 7,033 (43,894) Sales, general & admin. expenses, royalty charges (52,333) 899 (51,434)
EBITDA *** 2,146 6,984 9,130
Amortisation & depreciation (19,572) 126 (19,446) Write -downs and other provisions - - -
EBIT *** (17,426) 7,111 (10,316)
Net financial income (charges) (5,260) 622 (4,638) Share of profit/(loss) of investments valued at equity - - -
PROFIT/(LOSS) BEFORE TAXES (22,686) 7,732 (14,954)
Income taxes 1,984 1,825 3,809
NET PROFIT/(LOSS) (20,703) 9,558 (11,145)
Attributable to:
- Shareholders of the company (20,595) 9,363 (11,231)
- Minority shareholders (108) 194 86 Earnings per share:
Basic (0.4357) (0.2341) Diluted (0.4349) (0.2345)
** Data not audited *** For the definition of the indicators reference should be made to paragraph 5 of the present Report The figures presented are pro -forma net of a number of extraordinary and non -recurring costs, including the extraordinary effects of the M&A transactions in December 2025 (acquisition of the investments in Woolrich Europe S.p.A. and Sundek S.p.A.).
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
10
(Euro thousands) H1 2025 Proforma *** H1 2025
Proforma
Brand aggregate sales ** 567,074 - 567,07 4 Consolidated direct sales 137,335 - 137,335 Cost of sales (76,078) - (76,078)
CONTRIBUTION MARGIN ON DIRECT SALES 61,257 - 61,257
Royalties and sourcing commissions 34,623 - 34,623 Other income 3,590 - 3,590 Sponsorship and media costs (22,638) - (22,638) Personnel costs (27,704) 1,542 (26,162) Sales, general & admin. expenses, royalty charges (54,595) 19,028 (35,568)
EBITDA*** (5,468) 20,570 15,102
Amortisation & depreciation (10,698) - (10,698) Write -downs and other provisions -
EBIT*** (16,167) 20,570 4,404
Net financial income (charges) (1,514) - (1,514) Share of profit/(loss) of investments valued at equity (3) - (3)
PROFIT/(LOSS) BEFORE TAXES (17,684) 20,570 2,886
Income taxes (1,330) (721) (2,051)
NET PROFIT/(LOSS) (19,014) 19,849 835
Attributable to:
- Shareholders of the company (16,624) 16,014 (610)
- Minority shareholders (2,390) 3,835 1,445 Earnings per share:
Basic (0.4 079) 0.0181 Diluted (0.4072) 0.0179
Commercial and financial analysis The breakdown of sales and production revenues generated through the global Group licensees and direct sales at current exchange rates was as follows:
(Euro thousands) H1 2026 H1 2025 Changes
Brand aggregate sales**
Total
Total
Total
% Commercial licensees and direct sales 453,105 392,662 60,444 15.4% Productive Licensees (sourcing centers) 141,181 174,412 (33,231) (19.1%) Total 594,286 567,074 27,213 4.8%
** Data n ot audited
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
11 The regional breakdown of commercial licensee aggregate sales was as follows:
(Euro thousands) H1 2026 H1 2025 Changes Group commercial licensee and direct aggregate sales** Total % Total % Total % Europe 374,324 82.6% 313,072 79.7% 61,252 19.6% The Americas 15,902 3.5% 19,593 5.0% (3,692) (18.8%) Asia and Oceania 21,861 4.8% 21,406 5.5% 455 2.1% Middle East and Africa 41,018 9.1% 38,591 9.8% 2,428 6.3% Total 453,105 100.0% 392,662 100.0% 60,444 15.4%
** Data not audited
and of the productive licensees:
(Euro thousands) H1 2026 H1 2025 Changes
Group productive licensee and direct aggregate sales **
Total
%
Total
%
Total
% Europe 16,982 12.0% 14,258 8.2% 2,724 19.1% The Americas 12,322 8.7% 11,930 6.8% 393 3.3% Asia and Oceania 111,230 78.8% 145,311 83.3% (34,081) (23.5%) Middle East and Africa 647 0.5% 2,914 1.7% (2,267) (77.8%) Total 141,181 100.0% 174,412 100.0% (33,231) (19.1%)
** Data not audited Commercial licensee and direct aggregate sales of Euro 453.1 million increased 15.4%, from Euro 392.7 million in the same period of the previous year; continental level growth is commented upon in the introductory paragraphs to this Report.
The sales of the productive licensees (Sourcing Centers) are only made to commercial licensees or entities within the “ Powered by BasicNet ” scope. The production licenses issued to the Sourcing Centers, differing from those issued to the commercial licensees, do not have regional limitations, but are rather based on technical production and business competences. Product sales by the Sourcing Centers to commercial licensees are made in advance of those made by the latter to the end customer.
The pro-forma consolidated direct sales amounted to Euro 188.7 million, compared to Euro 137.3 million in 2025. Direct sales rose 42.6% on the previous year on the Italian market, by 27.5% on the other European markets and by 54.3% on the non -EU markets. The retail channel posted double- digit growth across nearly all sectors. Sales via e- commerce also grew significantly (+111%), as this is a sector in which the Group is focusing investment to consolidate development.
The contribution margin on direct sales grew 55.4%, from Euro 61.3 million in 2025 to Euro 95.2 million in 2026. The margin was 50.5% (compared with 44.6% in 2025).
Pro-forma Other income of Euro 2.7 million compared with Euro 3.6 million in H1 2025. The pro -forma amount as of June 30, 2026 excludes the income from the sale of the Woolrich ® flagship store in Milan. The brand’s presence in Milan will be ensured by the opening of a new monobrand store in a location that is already part of the Group’s retail network.
Sponsorship and media spend of Euro 20.7 million compares to Euro 22.6 million in the previous year.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
12 Pro-forma personnel costs amounted to Euro 43.9 million, compared to Euro 26.2 million in H1 2025, increasing Euro 17.7 million, mainly due to the entry into the consolidation scope of the personnel of the Woolrich® and Sundek® brands, acquired at the end of 2025. The average number of employees during the half -year was 1,779, compared with 1,158 in the same period of the previous year.
The pro -forma amount in H1 2026 mainly excludes the charge related to the termination of employment of Woolrich employees who rejected the transfer from the Bologna office to the Turin headquarters. The related cash outlay will accrue primarily in the third quarter of the current fiscal year.
During the comparative period, the pro -forma amount reflected the costs associated with the transaction that led to the private equity firm Permira acquiring a stake in K -Way.
Pro-forma overhead costs , including selling expenses, general and administrative expenses and royalties expenses, amounted to Euro 51.4 million (Euro 35.6 million in the first half of 2025, also on a pro -forma basis).
This item was impacted by the increased costs related to the acquisition of the two brands and the operational reorganisation initiatives. The pro -forma amount in H1 2026 excludes the non -recurring cha rges of approximately Euro 0.4 million related to initiatives to reorganise the K -Way Group’s structure, in addition to charges of approximately 0.5 million related to the early termination of the lease for the Woolrich headquarters in Bologna as part of the broader project to reorganise and restructure the brand.
During the comparative period, the pro -forma amount excluded the extraordinary and one- off costs related to the corporate transaction that led to the private equity firm Permira acquiring a stake in K -Way.
Pro-forma EBITDA : Euro 9.1 million (Euro 15.1 million in H1 2025). The result reflects the integration and development of the Woolrich ® and Sundek® brands, involving the introduction of the BasicNet operating model and the organisational restructuring measures to improve the Group’s efficiency and future profitability. In this context, the half -year results still include the non -recurring costs primarily related to the closure of the former offices of Woolrich® in Bologna, the related workforce adjustments and the streamlining of the distribution network. These costs, accruing in the half -year, although not qualifying as non -recurring charges for calculating the pro -forma figures, are expected to gradually reduce as the integration activities are completed.
The pro -forma amount excludes the non -recurring items described above.
Pro-forma EBIT : loss of Euro 10.3 million (profit Euro 4.4 million in the same period of 2025), following amortisation and depreciation on tangible and intangible assets of Euro 7.3 million and depreciation on right -of-
use assets totalling Euro 12.1 million, increasing significantly due to the expansion of the consolidation scope, of the retail network and of the relative lease contracts. The result also includes depreciation on rights -of-use accruing to the period relating to agreements which have been terminated or are in the process of being terminated. These items are also not expected to recur in subsequent periods. With the gradual completion of the integration and restructuring initiatives, these effects are expected to gradually diminish, allowing for the Group’s earnings potential to more fully materialise.
Pro-forma Consolidated net financial charges/income , including exchange gains and losses, reported a charge of Euro 4.6 million, compared to a charge of Euro 1.5 million in the previous year.
The pro -forma amount excludes non -recurring items resulting from the early repayment of loans attributable to the Sundek Group.
The pro-forma pre -tax result was a loss of Euro 15.0 million, compared to a pro -forma profit of Euro 2.9 million in H1 2025.
The pro -forma amount excludes the tax effects of the individual items described above.
The pro-forma net result was a loss of Euro 11.1 million, compared to a pro -forma profit of Euro 0.8 million in the same period of the previous year.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
13 Balance sheet overview The changes in the balance sheet are reported below:
(Euro thousands) June 30, 2026 December 31, 2025 June 30, 2025
Property 40,399 38,701 38,919 Brands 98,258 98,2 23 59,235 Non -current assets 244,164 232,329 139,776 Rights -of-use 90,900 100,191 50,537 Current assets 346,410 380,733 300,910 Total assets 820,132 850,176 589,378
Consolidated Shareholders' Equity 291,382 322,144 298,818 Non -current liabilities 219,532 193,667 57,969 Current liabilities 309,218 334,365 232,590 Total liabilities and shareholders’ equity 820,132 850,176 589,378
Property activities are expanding following BasicVillage’s purchase of the property located at Via Padova 55 in Turin and the renovation work on the properties at Corso Regio Parco and Via Padova 78. This item is reported net of the related depreciation. Investments were also made for the development of computer programmes (Euro 2.9 million).
Consolidated shareholders’ equity decreased from Euro 322.1 million in 2025 to Euro 291.4 million in 2026.
Financial position
(Euro thousands) June 30, 2026 December 31, 2025 June 30, 2025 Changes vs
December 31,
2025 Changes vs June
30, 2025
Net financial position – Short -
term (42,606) 3,821 (21,797) (46,427) (20,809) Financial payables – Medium -
term (103,515) (78,056) 48,347 (25,459) (151,862) Finance leases (107) (177) (242) 70 136 Net financial position with banks (146,228) (74,412) 26,308 (71,816) (172,536) Payables for purchase of investments (7,254) (13,976) (6,432) 6,722 (822) Payables for rights -of-use (93,784) (102,597) (52,462) 8,812 (41,323) Net Financial Position (247,267) (190,985) (32,586) (56,282) (214,681) Debt/equity ratio 0.85 0.59 0.11 0.26 0.74
The net financial position with banks was Euro - 146.2 million (Euro - 74.4 million at December 31, 2025) and primarily reflects the financial debt incurred by the Group at the end of 2025 following the acquisitions of Woolrich ® and Sundek®, in addition to the normal course of the business cycle, which results in a greater absorption of financial resources in the first half of the year than at the end of the year. The Group during the period completed the refinancing of Sundek’s debt, settling th e previous syndicate loan and the additional outstanding unsecured loans, while rebalancing the maturities by reclassifying a portion of the debt from short -
term to medium to long -term. The operation was carried out through two five- year loans of Euro 20 million each, agreed with Banca Monte dei Paschi di Siena and Intesa Sanpaolo respectively. Overall net financial position of Euro -247.3 million (Euro -191.0 million at December 31, 2025). Dividends totalling Euro 7.6 million were distributed in H1 2026 to BasicNet shareholders, with capital reserves of Euro 2.0 million returned to minority shareholders and Euro 6.4 million of treasury shares acquired. The company also recognised the payment of
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
14 Euro 1.6 million in the period related to the price adjustment for the acquisition of Sebago France and a final payment of Euro 5.3 million for the earnout linked to the acquisition of K -Way France.
THE BASICNET SHARE PRICE
The Share Capital, fully subscribed and paid -in, amounts to Euro 31,716,673.04 and compris es 54,000,000 ordinary shares, without nominal value and listed on the Euronext Milan (EXM).
The key stock market figures for the years 2026 and 2025 are reported in the following table:
(In Euro) June 30, 2026 December 31, 2025 June 30, 2025
Earnings/(loss) per share (0.4357) (0.1665) (0.4079) Price at period end 7.03 7.48 7.91 Maximum price in the period 7.49 8.94 8.87 Minimum price in the period 6.72 6.35 7.39 Stock market capitalisation (in thousands of Euro) 379,620 403,920 427,140 Total number of shares 54,000,000 54,000,000 54,000,000 No. Shares outstanding 46,842,000 47,485,000 46,185,000
At June 30, 2026, there were stock grant rights assigned to certain Group managers and employees, granted on the basis of the Plan approved by the Shareholders' Meeting of April 16, 2024, whose potentially dilutive effect is reflected in the Diluted earnings per ordinary share.
The multi -voting rights came into effect on September 1, 2023. The rights relate to 25,044,667 ordinary shares, pursuant to Article 127- quinquies of the Consolidated Finance Act and in compliance with the provisions of the Company By -Laws and the Regulations for multi -voting rights, adopted by the Company on July 29, 2021. As a result of voting rights increases and waivers exercised by certain shareholders, voting rights currently total 79,231,203.
At the reporting date, the list of parties holding, directly or indirectly, more than 5% of the share capital (the significance threshold established by Article 120, paragraph 2 of Legs. Decree No. 58 of 1998 for BasicNet which is classified as a “Small -Medium sized enterprise” as per Article 1, letter w -quater 1) of Legs. Decree No. 58 of 1998), represented by shares with voting rights, according to the shareholders’ register, supplemented by the communications received in accordance with Article 120 of Legislative Decree No. 58 of 1998, other information held by the Company, and other communications as per Consob Resolution No. 21326 of April 9, 2020, is as
follows:
Shareholder % held
of share
capital
(1) %
of voting
rights
(2) Note
Marco Boglione 37.996% 51.792% Owned directly and indirectly through Marco Boglione e Figli S.r.l., which in turn owns the entire share capital of BasicWorld S.r.l.
BasicNet S.p.A. 13.256% 9.034% Treasury shares in portfolio Helikon Investments Limited 11.730% 7.995% Held by way of discretionary asset management. The company in addition holds “cash settled equity swaps” financial instruments on BasicNet shares equal to 1.081% of voting right s
1) Calculated on 54,000,000 shares of its share capital 2) Calculated on 79,231,203 total voting rights
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
15
PRINCIPAL RISKS AND UNCERTAINTIES
The BasicNet Group is subject to a variety of strategic, market, financial and environment risks, as well as general business operational risks.
Strategic risks
These risks arise from factors that may comprise the value of the trademarks that the Group implements through its Business System. The Group requires the capacity to identify new business opportunities and markets and appropriate licensees for each market. The Group monitors the activities of its licensees and detects any problems on -line in the management of the brands in the various regions. However, as the commercial license contracts usually establish the advance payment of guaranteed minimum royalties, economic conditions on certain markets may impact the financial capacity of certain licensees, temporarily reducing royalties, particularly where such licensees had previously exceeded the guaranteed minim ums.
Risks associated with economic conditions The Group retains that its Business System has the flexibility needed to swiftly respond to changes in customers’ tastes and to limited and localised consumer slowdown. However, the Group may be exposed to economic crises and social and general unrest, which may impact on consumer trends and the general economic outlook.
Macroeconomic risks
The Group’s widespread presence in many countries around the world makes it possible to reduce the risks inherent in a business that is heavily concentrated in specific regions. Nonetheless, deteriorations in economic, social, political, or environmental circumstances in one or more markets could have an adverse effect on sales and on financial performance. In addition, restrictions set by national or supranational bodies on personal travel, such as in response to the pandemic or other international crises, or restrictions on exports as a result of commercial or financial sanctions, could have an impact on sales, particular ly in the specific regions concerned.
The Group is committed to preventing or mitigating environmental risks in various ways, as described in detail in the Consolidated Sustainability Statement, to which reference should be made.
Licensee network operating risks The adoption of a licensee network system has enabled the Group brands to expand and quickly enter new markets. The Group monitors the activities of its licensees and detects any problems on -line in the management of the brands in the various reg ions. The most important factor of the system is therefore to guarantee the capacity to identify new business opportunities and markets and appropriate licensees for each market. The main risk is therefore the undertaking of licensees not equipped for the task and the particular local market.
The Group has adopted specific measures to assess licensees and for the drawing up of contracts to offset this
risk, including:
the parallel use of Group management and specialised local information sources to identif y and negotiate
with licensees;
the use of license contracts based on a standard consolidated over time, prepared by outside international or local specialised legal experts to handle any exceptions, amendments or integrations, established through negotiations or for compliance with local rules;
the use of three/five- year license contracts which include way -out clauses for underperforming licensees.
The Group in addition in 2012 put in place the “dotcom”” BasicAudit for the control, verification and analysi s of licensee operational compliance, identifying any discrepancies in their operations, developing contractual clauses requiring the annual preparation of certified statements by the International Auditing Firm to certify the data sent to the Group, and carrying out specific controls at licensee offices.
Risks related to BasicNet Group production BasicNet carries out extensive selection and monitoring activities on the Sourcing Centers i.e. licensee businesses managing the production flows of Group brand finished products, which are distributed by the commercial licensees within their respective areas and has developed an IT platform which directly connects the productive and commercial licensees.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
16 The theoretical risks identified with regards to the Sourcing Centers are:
the possibility that the Sourcing Centers fail to identify producers who can guarantee the required quality standards of BasicNet for product packaging;
the trust risk regarding the Sourcing Centers, which may hinder the correct identifi cation of product costs;
compliance risk concerning the international rules governing labour contracts and sustainability and safety compliance, which may impact the international image of the Group brands.
BasicNet has put in place specific operating mechanisms to correctly manage these risks, including:
a selection of Sourcing Centers based on an assessment of the technical requirements to satisfy Group needs in terms of quality, volumes and production times (contained in the “Sourcing Agreement”), in a ddition to the financial solidity of the manufacturer, assessed through specific onsite visits and repeated on a consistent basis;
the use of anti -trust controls that require that strategic products be produced by at least two or three Sourcing Centers (if possible in differing regions). Moreover, after five years orders are switched to a new sourcing centre, and we make sure that no factory devotes more than half of its productive capacity to our Group’s brand -name products.
the use of contracts with Sour cing Centers stipulating the commitment of the contracting parties to comply with local and international labour and environmental regulations and the signing of a commitment to comply with the Code of Conduct, based on the key conventions of the International Labour Organisation (ILO) and the Universal Declaration of Human Rights and the Product Restricted Substances List (PRSL) ;
the Sourcing Center operational cash flows are finally subject to checks by BasicAudit.
Currency risk
The Group is exposed to currency risk on merchandise purchases or royalty income from commercial licensees and sourcing centre commissions not within the Eurozone. These transactions are mainly in US Dollars and to a lesser extent in Japanese Yen, UK Sterling and Swiss Francs.
The risks on fluctuations of the US Dollar on purchases are measured, preliminary, in the preparation of the budgets and finished products price lists, so as to adequately cover the impact of these fluctuations on sales margins.
Subsequently, royalty income and sourcing commissions from sales are utilised to cover purchases in foreign currencies, within the normal activities of the Group centralised treasury management.
For the foreign currency purchases not covered by foreign currency receipts, or in the case of significant time differences between receipts and payments, forward currency purchase and sales contracts (flexi -term) are underwritten.
The Group does not undertake derivative financial instruments for speculative purposes.
Credit risk
Royalty trad e receivables are largely secured by bank guarantees, corporate sureties, letters of credit, guarantee deposits, or advance payment, provided by licensees.
Royalty trade receivables are largely secured by bank guarantees, corporate sureties, letters of credit, guarantee deposits, or advance payment, provided by licensees.
Sourcing commission receivables are covered by the payables of the subsidiaries Kappa S.r.l., K-Way S.p.A., Sebago S.r.l., Superga S.r.l., Kappa France S.a.s. and K -Way France S.a.s. to Sourcing Centers.
Receivables from Italian and European footwear and apparel retailers within the subsidiaries are monitored continually by the credit department of the company alongside specialised legal recovery firms and partners throughout the country, commencing from the customer order. Receivables from the brand stores under franchises are paid weekly, related to their sales and do not present substantial insolvency risks.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
17
Liquidity risk
The sector in which the Group operates is exposed to season al factors, which impact upon the timing of goods procurement compared to sales, in particular where the products are acquired on markets with favourable production costs and where the lead times are however much longer. These factors also have seasonal effects on the financial cycle of the Group's commercial companies.
Short -term debt to finance working capital needs comprises “import financing” and “self -liquidating bank advances” secured by the order backlog. The Group manages the liquidity risk through close control on operating working capital with specific attention on inventories, receivables, trade payables and treasury management, with real -time operational reporting indicators or, for some information, at least on a monthly basis, reporting to Senior Management.
Interest rate risk The interest fluctuation risks of some medium -term loans were hedged with conversion of the variable rate into fixed rates (swaps).
Environmental risks
Climate change and the transition to a more sustainable economy ar e driving a constantly changing environment with significant implications for businesses. The adoption of new regulations, changes in the markets and in consumer preferences, technological innovations, and the increasing stakeholder focus on sustainability all pose both challenges and opportunities. In this landscape, four main categories of transition risks have been identified that may affect the Group, both operationally and strategically.
The analyses conducted have identified four categories of transition risk and their impact on the Group:
• Market risks : changes in the cost of energy and raw materials, together with consumer preferences, can lead to significant impacts. In addition, the increase in insurance costs related to Group assets is influenced by the rising frequency of natural disasters.
• Legislative and regulatory risks : compliance with increasingly stringent laws and regulations imposes stricter requirements for products to reduce emissions and waste and to increase circularity. The impact of these factors may vary as the regulatory landscape evolves.
• Technological risks : the need to acquire new technical capabilities, implement advanced systems and optimise the use of business performance data is a transformative element with varying impacts depending on market conditions.
• Reputational risks : businesses are subject to increasing expectations regarding their ability to meet the challenges of transition, supply chain management, and transparency in communicating their sustainability strategy, with significant consequences on brand perception.
While the Group has not currently adopted a formalised transition plan or specific policies to manage transition risks, principles, procedures, and control systems have been established to manage and mitigate environmental risks, including climate risks, that concern suppliers of raw materials and processing services. As formalised in the Ethics Code and in the Code of Conduct, the Group is committed to adopting and disseminating responsible environmental prote ction attitudes. As provided under the Code of Conduct, the Sourcing Centres are also required to comply with all environmental laws and regulations, as well as maintaining procedures to notify the local Authorities in a timely manner of any environmental incidents arising from the work carried out by the Sourcing Centres. In addition, the Group is committed to finding the most suitable solutions to ensuring the responsible use of resources and reduced energy consumption in its operations and waste manageme nt.
Specifically with respect to risks related to potential operational disruptions due to natural events or other external factors, the Group has adopted specific measures, including business continuity plans and insurance coverage, to protect the integrity of assets and limit the consequences of any operational downtime.
Risks relating to legal and tax disputes The Group may be involved in legal and tax disputes, concerning specific issues and in various jurisdictions.
Considering the uncertainties rela ting to these issues, it is difficult to predict with precision any future payments required. In addition, the Group has instigated legal action for the protection of its Trademarks, and of its products, against counterfeit products. The cases and disputes against the Group often derive from complex legal issues, which are often subject to varying degrees of uncertainty, including the facts and circumstances relating to each case, jurisprudence and different applicable laws.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
18 In the normal course of business , management consults with its legal consultants and experts in fiscal matters.
The Group accrues a liability against disputes when it considers it is probable that there will be a financial payment made and when the amount of the losses arising can be reasonably estimated.
The main disputes in which the Group is involved are summarised below.
Tax disputes
Alleged tax inversion Basic Properties America Between 2018 and 2022, the Tax Agency challenged various Group foreign companies for unpaid taxes in Italy between 2011 and 2016, for a total of approx. Euro 6 million in direct taxes and VAT, plus interest and penalties.
The disputes relate specifically to the alleged requalification of the American company Basic Properties America, Ltd. as a tax resident in Italy and the consequent VAT treatment of royalties paid by it to the Group's other foreign companies. As they did not consider the arguments put forward by the Agency to be well -founded, the companies lodged appeals against all the assessment notices, together with requests for suspension of their executive effects.
The Group companies involved have had their claims recognised in the first and second instance for all the years in dispute.
Because the Tax Agency, by way of the Attorney General, appealed to the Court of Cassation all unfavourable rulings, the Group companies involved have filed a counter -appeal pursuant to Article 370 of the Code of Civil Procedure.
As of today, for all the years in dispute, the scheduling of the hearing before the Court of Cassation is still awaited.
Commercial disputes
FISI pre -emption right BasicItalia S.p.A. (now “BasicItalia S.r.l.”) has exercised, on June 3, 2021, its pre -emption right, under the agreement concluding on April 30, 2022, to enter into a new sponsorship contract for the Italian Winter Sports Federation through the Kappa brand for the four -year period 2022 -26, which includes the Milan Cortina 2026 Olympics. Nevertheless, FISI considered that the exercise of the pre- emption right by BasicItalia was not sufficient to conclude a contract and informed the BasicNet Group of its intention to sign a sponsorship agreement with a third party.
The judgment in the case on the merits, issued on February 23, 2023, confirms this protective order issued on July 14, 2022 and the position of BasicItalia, namely that from the moment of BasicItalia's acceptance of the conditions offered by FISI, and thus from June 3, 2021, a new sponsorship contract was concluded between BasicItalia and FISI for the 2022/23 seasons un til the 2025/26 season, also recognising a right of first refusal in favour of Basic Italia for the following four -year period.
As a result, the court ordered FISI to fulfil its contractual obligations, prohibiting FISI from entering into supply and sponsorship contracts with third parties other than BasicItalia and from using in its competitive activities clothing items with trademarks other than those indicated in the contract between BasicItalia and FISI.
Regarding damages, the Court ruled that the dam age resulting from FISI's breach of duty can only be fully assessed and quantified following the last competitive season until at least 2025/2026.
FISI appealed the judgment by writ of summons served on March 27, 2023, requesting to suspend and/or revoke the provisional enforceability of the judgment and to uphold the appeal on the basis of the conclusions advanced by FISI in the first instance judgment and, by way of counterclaim, to establish BasicItalia's failure to comply with the provisions of the Con tract and to declare the termination of the Contract for non -performance with an order to pay damages.
On July 20, 2023, FISI's request for a stay of the enforceability of the first instance ruling was granted by the Court of Appeals.
In a ruling published on September 17, 2024, the Milan Court of Appeals did not uphold the first instance ruling regarding BasicItalia’s demands and declared that BasicItalia’s acceptance of the proposal received from FISI in application of the right of first refusal would n ot have established a contract between BasicItalia and FISI.
BasicItalia appealed the ruling in the Court of Cassation, notifying FISI on March 17, 2025, while FISI filed a counter -appeal on April 28, 2025. A date for the Council Chamber meeting is still awaited, following which the Court of Cassation will rule. The Court of Cassation will grant a deadline to the Public Prosecutor at least 20 days before the Council Chamber meeting and a deadline to the parties at least 10 days before the meeting to file briefs.
BasicNet Group – 2026 Half -Year Report
DIRECTORS’ REPORT
19 Dispute with Audi AG A dispute is ongoing between the BasicNet Group and Audi regarding the use of Audi trademarks on replica products connected to the FISI sponsorship. In 2025, the Turin Court of First Instance issued a judgment ordering BasicItalia S.r.l., jointly and severally with BasicNet S.p.A., to pay Euro 1,450,589. The Company considered that valid grounds existed to challenge the decision and accordingly lodged an appeal, seeking its reversal or, in the alternative, a reassessment of the am ount awarded. Audi entered an appearance and in turn filed a cross -appeal. The case is currently pending before the Turin Court of Appeal, with the hearing for submission to judgment scheduled for January 2027. The proceedings are therefore at the second -instance stage, and developments will be monitored over the coming months.
TREASURY SHARES
Under the treasury share buy -back programme, authorised by the Shareholders’ AGM of April 16, 2026 and concluding at the date of the Shareholders’ AGM for the approv al of the 2026 Annual Accounts, at the date of this report 564,117 treasury shares had been acquired, equating to 1.045% of the Share Capital (0.712% of the voting rights) at an average price of Euro 7.17, for a total outlay of Euro 4.047 million.
During the period, as part of the agreements regarding the acquisition of the rights to the Woolrich® brand for Europe and of 100% of Woolrich Europe S.p.A., 93,883 treasury shares were released, for a total contractual value of Euro 720,404.69, which had previously been deposited in escrow. The shares were allocated to the acquiring company Tow S.p.A. and simultaneously transferred to BasicNet S.p.A., as partial repayment of an inter -company loan.
At June 30, 2026, BasicNet held a total of 7,158,000 treasury shares (equal to 13.256% of the Share Capital and 9.034% of voting rights), for an investment of approximately Euro 39.1 million.
HUMAN RESOURCES
At June 30, 2026, the Group headcount was 1,809, as follows:
Category Human Resources at June 30, 2026 Human R esources at June 30, 2025 Executives 48 39 Managers 26 6 White -collar 1,710 1,090 Blue -collar 25 23 Total 1,809 1,158
SUBSEQUENT EVENTS TO THE PERIOD -END AND OUTLOOK
Outlook
Against a still uncertain geopolitical and macroeconomic backdrop, the Group remains focused on sustainable growth and brand enhancement over the medium to long- term. The results for the period reflect the significant growth in business volumes, supported in part by the contribution of Woolrich® and Sundek®, in addition to the investments required to integrate the two new brands and for their gradual incorporation into the BasicNet model. This process strengthens the Group’s multi -brand positioning and lays the foundation for tapping into the synergies and growth opportunities arising from the new scope.
*** Turin, July 31, 2026 For the Board of Directors
The Chairperson
Marco Daniele Boglione
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
20
CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES
In accordance with Consob Resolution No. 15519 of July 27, 2006 the transacti ons with related parties are described at Note 49.
BASICNET GROUP CONSOLIDATED INCOME STATEMENT
(Euro thousands) Note H1 2026 H1 2025 Consolidated direct sales (7) 188,663 137,335 Cost of sales (8) (93,493) (76,078)
GROSS MARGIN 95,170 61,257
Royalties and sourcing commissions (9) 27,247 34,623 Other income (10) 3,697 3,590 Sponsorship and media costs (11) (20,708) (22,638) Personnel costs (12) (50,927) (27,704) Selling, general and administrative costs,
royalties expenses
(13)
(52,333)
(54,595)
Amortisation & depreciation (14) (19,572) (10,698)
EBIT (17,426) (16,167)
Net financial income (charges) (15) (5,261) (1,514) Management of equity investments (16) - (3)
PROFIT BEFORE TAXES (22,687) (17,684)
Income taxes (17) 1,984 (1,330)
NET PROFIT (20,703) (19,014)
Attributable to: (18)
- Shareholders of the company (20,595) (16,624)
- Minority shareholders (108) (2,390) Earnings per share: (18) Basic (0.4357) (0.4079) Diluted (0.4349) (0.4072)
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
21
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT
(Euro thousands) Note H1 2026 H1 2025
Profit for the period (A) (20,703) (19,014)
Other comprehensive income/(expense) which may not be subsequently reclassified to the income statement:
Re-measurement of post -employment benefits (IAS 19) 8 (27)
Total other comprehensive income/(expense) which may not be subsequently reclassified to the income statement, net of the tax effect (B1):
8 (27)
Other comprehensive income/( expense) which may be subsequently reclassified to the income statement:
Effective portion of the gains/(losses) on cash flow hedges 5,907 (8,662)
Effective part of the Gains/(losses) on cash flow instruments generated in the year (“interest rate hedges”)
310 66
Effective portion of the gains/(losses) on cash flow hedges 6,217 (8,597)
Tax effect of gains/(losses) to be reclassified (1,553) 1,662
Reserve for share -based payments to employees (IFRS 2) 415 161
Gain s/losses Arising from the conversion of overseas companies' financial statements 49 (666)
Total Other Comprehensive Income/(Expense) which may be subsequently reclassified to the income statement, net of the tax effect (B2) (33) 5,128 (7,422)
Total Other comprehensive income/(expense), net of the tax effect (B) = (B1) + (B2) 5,136 (7,467)
Total comprehensive income/(expense) (A)+(B) (15,567) (26,481)
Total comprehensive income/(expense) attributable to
- Compan y shareholders (16,328) (22,564)
- Minority interests 761 (3,917)
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
22
BASICNET GROUP CONSOLIDATED BALANCE SHEET
(Euro thousands) Note June 30, 2026 December 31, 2025 restated June 30, 2025
restated
Intangible assets (19) 118,807 117,499 73,816 Rights -of-use (20) 90,900 100,191 50,537 Goodwill (21) 116,354 107,947 45,732 Property, plant and equipment (22) 68,120 62,386 56,106 Equity invest. & other financial assets (23) 55,537 55,728 55,439 Interests in joint ventures (24) - - 172 Deferred tax assets (25) 23,695 25,693 6,666 Other non -current assets (26) 309 - -
Total non -current assets 473,722 469,443 288,467 Net inventories (27) 177,488 159,629 142,654 Trade receivables (28) 69,893 88,779 66,809 Other current assets (29) 61,339 61,407 56,562 Prepayments (30) 10,855 19,676 9,373 Cash and cash equivalents (31) 22,621 51,138 25,442 Derivative financial instruments (32) 4,214 105 70 Total current assets 346,410 380,733 300,910
TOTAL ASSETS 820,132 850,176 589,378
(Euro thousands) Note June 30, 2026 December 31, 2025 restated June 30, 2025
restated
Share capital 31,717 31,717 31,717 Reserve for treasury shares in portfolio (39,117) (32,000) (38,730) Other reserves 319,485 330,138 324,845 Net Profit (20,703) (7,711) (19,014)
TOTAL SHAREHOLDERS’ EQUITY (33) 291,382 322,144 298,818
of which MIN . INT. SHARE. EQUITY (33) 42,852 44,025 36,943
Provisions for risks and charges (34) 11,306 5,790 2,169 Loans (35) 103,622 78,233 1,995 Payables for rights -of-use (37) 73,552 79,787 42,162 Other financial payables (38) 7,254 7,000 -
Employee and Director benefits (39) 6,105 6,280 3,344 Deferred tax liabilities (40) 16,226 14,793 6,722 Other non -current liabilities (41) 1,466 1,784 1,576 Total non -current liabilities 219,532 193,667 57,969 Bank payables (36) 155,328 137,418 87,239 Payables for rights -of-use (37) 20,233 22,810 10,300 Trade payables (42) 102,990 116,560 96,881 Tax payables (43) 5,490 12,422 5,701 Other current liabilities (44) 19,102 30,804 21,413 Accrued expenses (45) 5,291 10,100 3,890 Derivative financial instruments (46) 785 4,251 7,166 Total current liabilities 309,218 334,365 232,590
TOTAL LIABILITIES 528,750 528,032 290,560
TOTAL LIABILITIES & SHARE . EQUITY 820,132 850,176 589,378
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
23
CONSOLIDATED CASH FLOW STATEMENT OF THE BASICNET GROUP
(Euro thousands) Note June 30, 2026 June 30, 2025
restated
A) CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit (20,703) (19,014) Amortisation & depreciation (14) 19,572 10,698 Income taxes (17) (1,984) 1,330 Net financial income (charges) (15) 5,007 1,581 Management of equity investments - 3 Changes in working capital:
- (increase) decrease in trade receivables (28) 18,898 17,259
- (increase) decrease of inventories (27) (17,311) (34,298)
- (increase) decrease in other assets 6,746 (3,326)
- increase (decrease) in trade payables (42) (13,742) 14,542
- increase (decrease) in other liabilities (14,233) (5,459) Taxes paid - -
Interest pa id (3,637) (2,123) Net changes in employee and director benefits (175) (1,099) Others, net (128) 202
(21,689) (19,702)
B) CASH FLOW FROM INVESTING ACTIVITIES
Investments
- Tangible assets (22) (10,867) (1,765)
- Intangible assets (19) (5,777) (4,677)
- Financial assets (115) (3,010)
- Acquisition K -Way Normandy franchisee - (1,727)
- Earn -Out K -Way France (44) (5,254) (1,649)
- Acquisition Sebago France (44) (1,634) -
- Acquisition K -Way Retail Benelux 52 -
Financial investments - (90,100) Realisable value for fixed asset disposals:
- Tangible assets (22) 1,179 -
- Intangible assets (19) 64 115
- Financial assets 247 -
(22,105) (102,813)
C) CASH FLOW FROM FINANCING ACTIVITIES
Undertaking of medium/long -term loans (35) 40,000 41 Change in import advances (36) 5,723 (18,636)
- Change bank overdrafts and bills (36) 13,156 20,517 Loan repayments (35) (15,518) (32,173) Repayment of loans for rights -of-use (37) (11,375) (5,059) Sale of 40% of the stake in K -Way S.p.A. - 170,389 Acquisition of treasury shares (33) (7,117) (7,869) Distribution reserves K -Way (2,014) -
Dividend payments (18) (7,579) (7,449)
15,277 119,761
D) CASH FLOW IN THE PERIOD (28,517) (2,754)
NET CASH AND CASH EQUIVALENTS
Net opening cash and cash equivalents (A) 51,138 28,195 Net closing cash and cash equivalents (B) 22,621 25,442
CASH FLOW IN THE PERIOD (B - A) (28,517) (2,754)
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
24
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDER S’ EQUITY
Share
Capital
Treas.
shares
Reserves &
Retained
earnings
Translation
reserve
Remeasure.
reserve
IAS 19
Reserve
IAS37
Reserve
IFRS2
Cash flow
hedge
reserve
Result
Total
Consolidated
Net Equity
Total Group
Net Equity
Total
Minority
Net Equity
Balance at January 1, 2025 31,717 (30,861) 140,022 2,486 15 391 - 1,312 25,264 170,346 170,346 -
Allocation of 2024 result as per Shareholders’ Meeting resolution of April 17, 2025:
- Reserves & Retained earnings - 17,815 - - - - - (17,815) - - -
- Dividends distributed - - - - - - - (7,449) (7,449) (7,449) -
Acquisition of treasury shares (7,869) - - - - - - - (7,869) (7,869) -
H1 2025 Result - - - - - - - (19,014) (19,014) (16,624) (2,390)
- Gain (loss) recognised directly to reserves for contribution from the sale of the stake in K -Way
S.p.A. - 170,389 - - - - - - 170,389 129,529 40,860
Other comprehensive income statement items:
- Gains/(losses) recorded directly to translation reserve - (119) (666) - - - - - (786) (786) -
- Gains/(losses) recorded directly to equity for IAS 19 remeasurement - - - (29) - - - - (29) (25) (4)
- Gains/(losses)
recorded directly to IFRS 2 reserve - - - - - 161 - - 161 161 -
- Gains/(losses) recorded directly to cash flow hedge reserve - - - - - - (6,933) - (6,933) (5,409) (1,524) Total comprehensive income (666) (29) - 161 (6,933) (19,014) (26,600) (22,683) (3,917)
Balance at June 30, 2025 31,717 (38,730) 328,108 1,819 (14) 391 161 (5,621) (19,014) 298,818 261,875 36,943
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
25
Share
Capital
Treas.
shares
Reserves &
Retained
earnings
Translation
reserve
Remeasure.
reserve
IAS 19
Reserve
IAS37
Reserve
IFRS2
Cash flow
hedge
reserve
Result Total
consolidated
shareholder
s’ equity Total Group Net Equity Total
Minority
Net Equity
Balance at January 1, 2026 31,717 (32,000) 330,961 1,888 26 226 554 (3,518) (7,711) 322,144 278,119 44,025
Allocation of 2025 result as per Shareholders’ Meeting resolution of 16/04/2026:
- Reserves & Retained earnings - (7,711) - - - - - 7,711 - - -
- Dividends distributed - (7,640) - - - - - - (7,640) (7,640) -
- Distribution of reserves - (2,014) - - - - - - (2,014) - (2,014)
Acquisition of treasury shares (7,117) - - - - - - - (7,117) (7,117) -
H1 2026 Result - - - - - - - (20,703) (20,703) (20,595) (108)
Other comprehensive income statement items:
- Gains/(losses) recorded directly to translation reserve - - 49 - - - - - 49 48 1
- Gains/(losses) recorded directly to changes in the consolidation scope reserve and adjustments - 1,576 - - - - - - 1,576 1,496 80
- Gains/(losses) recorded directly to equity for IAS 19 remeasurement - - - 8 - - - - 8 12 (4)
- Gains/(losses) recorded directly to reserve for IFRS 2 - - - - - 415 - - 415 415 -
- Gains/(losses) recorded directly to cash flow hedge reserve - - - - - - 4,664 - 4,664 3,792 872 Total comprehensive income 49 8 - 415 4,664 (20,703) (15,567) (16,328) 761
Balance at June 30, 2026 31,717 (39,117) 315,172 1,937 34 226 969 1,146 (20,703) 291,382 248,530 42,852
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
26
EXPLANATORY NOTES
1. GENERAL INFORMATION
BasicNet S.p.A. – with registered office in Turin (Italy), Largo Maurizio Vitale 1, listed on the Italian Stock Exchange since November 17, 1999 and its subsidiaries, operate in the sports and casual clothing, footwear and accessories sector through the brands Kappa, Robe di Kappa, Jesus Jeans, K -Way, Superga, Sabelt, Briko, Sebago Woolrich and Sundek. Group activities involve the development of the value of the brands and the distribution of their products through a global network of independent licensees.
The duration of BasicNet S.p.A. is fixed by the company by -laws until December 31, 2050.
The consolidated financial statements in this document were approved by the Board of Directors of BasicNet S.p.A. on July 31, 2026. The present document is subject to limited audit.
2. FORM AND CONTENT
The main accounting principles adopted in the preparation of the consolidated half -year financial statements and Group financial reporting are described below.
This document has been prepared in accordance with IFRS issued by the International Accounting Standards Board (IASB) and approved by the European Union. IFRS include all the revised international accounting standards (IAS) and all inter pretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously known as the Standing Interpretations Committee (“SIC”).
The condensed consolidated half- year financial statements are prepared under the historical cost convention (modified where applicable for the valuation of certain financial instruments), as well as on the going concern assumption.
The condensed consolidated half- year financial statements, drawn up as per IAS 34, include the financial statements at Jun e 30, 2026 of BasicNet S.p.A. and all the Italian and foreign companies in which the Parent Company holds control - directly or indirectly. For the financial statements of the US, Asian, Spanish, English, Swiss, Irish and French subsidiaries, which utilise local accounting standards, as not obliged to adopt IAS/IFRS, the appropriate adjustments were made for the preparation of the consolidated financial statements in accordance with international accounting standards.
The accounting policies utilised for t he preparation of the Condensed Consolidated Half -Year Financial Statements at June 30, 2026 are the same as those utilised for the previous year, with the exception of the adoption of new standards and amendments from January 1, 2026. The Group has not adopted in advance any accounting standard, interpretation or amendment issued but not yet in effect.
The structure of the cash flow statement as of June 30, 2026, has been modified compared to that as of June 30, 2025, to align it with industry best practi ces and with the best and most accurate interpretation of IAS 7.
The change in the financial measure reported in the Cash Flow Statement presented as of June 30, 2026, which corresponds to “cash and cash equivalents”, and the related changes mentioned below, have made it necessary —in order to ensure better comparability and clarity of disclosure, also in accordance with the requirements of IAS 8 —to restate the comparative data as of June 30, 2025. In fact, in the Condensed Consolidated Half- Year Financial S tatements as of June 30, 2025 the cash flows had been presented with reference to changes in the “short- term net bank debt”. The change resulted in the inclusion, within the cash flows from financing activities, of the change in “bank overdraft and bills”, as well as the change in “import advances.” Prior to the change, the closing balance of these two items was included in the item being monitored in the cash flow statement called “short -term net bank debt”.
With regard to the figures as of June 30, 2025 originally published, it should be noted, furthermore, that the balance of the metric being monitored in the cash flow statement included a portion of the cash proceeds from the sale of 40% of K -Way, which was immediately reinvested during the first half of 2026, for a total of Euro 90.1 million. The cash flow statement for the first half of 2025, restated and presented for comparative purposes, shows this amount under cash flows used in investing activities.
For the sake of completeness and clarity of fin ancial disclosure, it should be noted that of the total amount of Euro 90.1 million, Euro 50.1 million relates to securities classified under the non -current balance sheet item titled “equity investments and other financial assets” (Note 23), and Euro 40.0 million to temporary cash investments classified under the current balance sheet item called “other current assets” (Note 29).
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
27 In addition, to improve the presentation of liabilities based on the distinction between current and non -
current items, the portion of payables for right- of-use rights due within 12 months has been classified as current liabilities. Liabilities for rights -of-use due within 12 months as of December 31, 2025 amounted to Euro 22.8 million and were classified as non -current liabilities. Therefore, in order to ensure greater comparability and clarity of financial disclosure, and in accordance with the requirements of IAS 8, the aforementioned liabilities have been restated in the Group’s Consolidated Balance Sheet compared to the figures published in the consolidated financial statements for the year ended December 31, 2025. Similarly, the statement of net financial debt prepared in accordance with the ESMA guidelines of March 4, 2021 has also been restated accordingly. The restatement of the comparative balance as of December 31, 2025 in the net financial debt statement includes an additional reclassification of Euro 5.2 million from non -current liabilities to current liabilities, relating to the earnout liability arising from the acquisi tion of K -Way France (Note 44).
Accounting Standards, amendments and interpretations issued but applicable subsequent to FY
2026
As of the date of approval of these Condensed Consolidated Half -Year Financial Statements, a number of accounting standards, amendments and interpretations have been issued that are not yet mandatory and that the Group has not adopted in advance.
IFRS 18 – Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18, which is intended to replace IAS 1 Presentation of Financial Statements. The new standard introduces changes to the structure of the statement of profit or loss for the period by introducing new mandatory categories and subtotals. It requires specific supplementary information regarding Management- defined Performance Measures (MPM) and reinforces the principles governing the aggregation and disaggregation of information to be disclosed in the financial statements and notes.
IFRS 18 will be effective for fiscal years beginning on or after J anuary 1, 2027, and must be applied retrospectively. As of the preparation date of this Half -Year Financial Report, the Group is completing its analysis to assess the impacts resulting from the adoption of the new standard. Based on the preliminary assessments conducted to date, no significant effects are expected on the criteria for recognising and measuring financial statement items, while impacts are expected on the presentation of the financial statements and upon financial disclosures.
IFRS 19 – Subsid iaries without Public Accountability: Disclosures In May 2024, the IASB issued IFRS 19, which introduces an optional simplified disclosure regime for certain subsidiaries that prepare their financial statements in accordance with IFRS and whose parent company prepares publicly available consolidated financial statements in accordance with IFRS. The standard will apply to fiscal years beginning on or after January 1, 2027 and will not have any impact on BasicNet S.p.A.’s financial statements.
Other standards and amendments The Group also monitors developments in other accounting standards and amendments published by the IASB that are not yet effective, including the amendments to IAS 21 regarding the translation of financial statements denominated in currencies of hyperinflationary economies, amendments to IAS 28 regarding the fair value option for investments in associates and joint ventures, in addition to IFRS 20 —Regulatory Assets and Regulatory Liabilities.
As of the approval date of these Consolidated Hal f-Year Financial Statements, no significant effects on the Group’s balance sheet, financial position, operating results and cash flows are expected to arise from the future application of these provisions.
3. FORMAT OF THE FINANCIAL STATEMENTS
The BasicNet Group presents its income statement by nature of expense. For the balance sheet, assets and liabilities are classified as current and non -current. The cash flow statement was prepared applying the indirect method. The format of the consolidated half -year f inancial statements applied the provisions of Consob Resolution No. 15519 of July 27, 2006 and Notice No. 6064293 of July 28, 2006 on financial disclosure requirements. With reference to Consob Motion No. 15519 of July 27, 2006, transactions with related parties are described in Note 49.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
28
4. CONSOLIDATION PRINCIPLES
The consolidated half- year financial statements were prepared including the Financial Statements at June 30, 2026 of the Group companies included in the consolidation scope, appropriately adjusted in accordance with the accounting policies adopted by the Parent Company.
The condensed consolidated half- year financial statements of the BasicNet Group are presented in Euro thousands, where not otherwise stated; the Euro is the functional currency of the Parent Company and the majority of the consolidated companies.
Financial statements in currencies other than the Euro are translated into the Euro applying the average exchange rate for the year for the income statement and the exchange rate at the dat e of the operation in the case of significant non -recurring transactions. The balance sheet accounts are translated at the year -end exchange rate. The differences arising from the translation into Euro of the financial statements prepared in currencies other than the Euro are recorded in a specific reserve in the Comprehensive Income Statement.
The exchange rates applied are as follows (for 1 Euro):
Currency
June 30, 2026 December 31, 2025 June 30, 2025 Average At period end Average At period end Average At period end
US Dollar 1.1660 1.1394 1.1314 1.1750 1.1009 1.1720 HK Dollar 9.1302 8.9350 8.8217 9.1464 8.5874 9.2001 Japanese Yen 184.1417 185.0800 169.5133 184.0900 162.3933 169.1700 UK Sterling 0.8677 0.8618 0.8567 0.8726 0.8410 0.8555 Swiss Franc 0.9163 0.9224 0.9366 0.9314 0.9409 0.9347 Vietnamese Dong 30,576 29,967 29,460 30,883 28,329 30,583
The criteria adopted for the consolidation were as follows:
a) the assets and liabilities, as well as the income and c harges of the financial statements consolidated under the line -by-line method are included in the financial statements of the Group, without consideration of the holding in the subsidiary. The carrying value of the investments are eliminated against the relative net equity of the subsidiaries.
b) the positive differences resulting from the elimination of the investments against the book net equity at the acquisition date is allocated to the higher values attributed to the assets and liabilities acquired, an d the residual part to goodwill. On the first -time adoption of IFRS, the Group has chosen not to apply IFRS 3 -
Business combinations in retrospective manner for the acquisitions made prior to January 1, 2004;
c) the payables/receivables, costs/revenues between consolidated companies and the gains/losses resulting from inter -company operations are eliminated, as are the effects of mergers and the sale of business units between companies in the consolidation scope.
As illustrated in Attachment 1, at June 30, 2026 the Group is composed solely of subsidiaries owned directly or indirectly by the Parent Company BasicNet S.p.A., or jointly controlled; there are no associated companies or investments in structured entities.
Control exists where the Parent Company BasicNet S.p.A. simultaneously:
exercises decision -making power over the investee, i.e. has the capacity to manage its main activities, therefore those activities which have a significant impact on the investee’s results;
has the right to variable profits or losses from its investment in the entity;
has the capacity to utilise its decision -making power to establish the amount of profits devolving from its investment in the entity.
The existence of control is verified where events or circumstances indicate an alteration to one or more of the three factors determining control.
Investments in associates and joint ventures are consolidated at equity, as established respectively by IAS 28
- Investments in associates and joint ventures and by IFRS 11 – Joint arrangements.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
29 An associate is a company in which the Group holds at least 20% of voting rights or exercises significant influence - however not control or joint control - on the financial and operational policies. A joint venture is a joint control agreement, in which the parties who jointly hold control maintain rights on the net assets of the entity. Joint control concerns the sharing, under an agreement, of the control of economic activities, which exists only where the decisions regarding such activities requires unanimity by all parties sharing control.
Associates and joint ventures are consolidated from the date in which significant influence or joint control begins and until the discontinuation of such. Under the equity method, the investment in an associated company or a joint venture is initially recognised at cost and subsequently the carrying amount is increased or decreased to recognise the associated company’s share of the profit or loss after the date of acquisition.
The share of profits (losses) of the investment is recognised to the consolidated income statements.
Dividends received from the investee reduce the book value of the investment.
If the share of losses of an entity in an associate or a joint venture is equal to or greater than its interest in the associate or joint venture the entity discontinues the recognition of its share of further losses. After the investor’s interest is reduced to zero, additional losses are provisioned and a liability is recognised, only to the extent that the inve stor has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or the joint venture subsequently reports profits, the investor resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
Consolidation scope
The consolidation scope includes the Parent company BasicNet S.p.A. and the Italian and foreign subsidiaries in which BasicNet S.p.A. exercises direct, or indirect, contr ol. Attachment 1 contains a list of consolidated companies under the line- by-line method, as well as the complete list of Group companies, registered office, corporate purpose, share capital and direct and indirect holdings.
Information by business segment and geographic area Two operating segments have been identified within the BasicNet Group: i) clothing, footwear and accessories, ii) real estate. The relevant information is reported in Note 6.
The information by geographic area has significance for th e Group in relation to royalty income and direct sales, and therefore was included for the two respective items. The breakdown of licensee aggregate sales by geographic area, from which the royalties derive, is reported in the Directors’ Report.
5. OTHER INFORMATION
The subsequent events to the end of the period and the outlook for the current year are reported in the Directors’ Report.
Acquisition K -Way Retail Benelux The Group in February acquired a 60% stake in the Belgian company K -Way Retail Benelux NV, which already held the commercial activities relating to the K -Way direct stores in the cities of Knokke, Antwerp and Meesmechelen, so as to further expand the network of direct stores in Belgium. Fashion Club Retail Management NV, the former K -Way licensee for Belgium, owns 40% of the company.
This transaction was completed through a paid -in capital increase carried out by K -Way S.p.A. totalling Euro 0.26 million, in exchange for which K -Way was allocated 60% of the shares in K -Way Retail Benelux NV.
The acquisition agreement includes a mechanism involving cross put and call options with respect to the remaining stake in K -Way Retail Benelux NV held by Fashion Club Retail Management NV, following the expiration of a three- year lock -up period. The exercise price of the options is determined based on a mechanism stipulated in the contract.
Where this option is utilised, the Group, even though not holding 100% of the subsidiary’s equity, is obligated to purchase the remaining portion. In accordance with thi s provision, the Group has therefore recognised a financial liability equal to the best estimate of the present value of the option’s exercise price.
The liability was recognised with a corresponding reduction in non -controlling interest and, based on the difference, an increase in goodwill.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
30 Therefore, as of the acquisition date, no non -controlling interest was recognised to the financial statements, while the goodwill arising from the business combination was determined by assuming, for calculation purposes, the acquisition of 100% of the acquired company’s equity.
Subsequent changes in the estimated present value of the liability shall be recognised to the income statement under financial charges/income.
The assets and liabilities assumed at the date of initial consolidation (March 1, 2026), a comparison against the consideration paid and the value of the put&call liability are presented in detail below.
Amount
Consideration paid 263 Net assets acquired:
Intangible and tangible fixed assets 392 Rights -of-use 1,234 Net inventories 877 Trade receivables 2 Cash and cash equivalents 189 Financial payables (47) Payables for rights -of-use (1,234) Trade payables (1,035) Other net current assets and liabilities (49) Net identifiable assets 329 Put&call option financial liability 1,254
The difference between the higher price paid and the carrying amount of the net assets acquired, together with the value of the financial liability arising from the put&call option (amounting to Euro 1.2 million) , has been provisionally allocated to goodwill (please refer to Note 21 for further details). The Group expects to complete the allocation process within 12 months.
Information required by Law No. 124 of August 4, 2017, Article 1, paragraph 125
In accordance with Article 1, paragraph 125 of Law 124/2017, the Group has not received any grants from public bodies in excess of Euro 10 thousand.
6. DISCLOSURE BY OPERATING SEGMENT
The BasicNet Group identifies two reporting segments:
“Clothing, footwear and acces sories” encompasses the development of the proprietary brands and the distribution of related products, carried out both directly and through a global network of licensees, and includes all Group companies with the exception of BasicVillage S.p.A.
“Property", which includes the management of the Group's real estate properties.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
31
(In Euro thousands) June 30, 2026
Clothing,
footwear and
accessories Property Inter -segment
eliminations Consolidated
Direct sales – third parties 188,663 - - 188,663 (Cost of sales) (93,493) - - (93,493)
GROSS MARGIN 95,170 - - 95,170
Royalties and sourcing commissions – third parties 27,247 - - 27,247 Other income - third parties 3,186 3,146 (2,635) 3,697 (Sponsorship and media costs) (20,708) - - (20,708) (Personnel costs) (50,879) (48) - (50,927) (Selling, general and administrative costs,
royalties expenses)
(51,694)
(1,455)
817
(52,333)
Amortisation & depreciation (20,046) (1,218) 1,691 (19,572)
EBIT (17,724) 425 (127) (17,426)
Financial income 4,84 2 - 137 4,979 (Financial charges) (9,913) (327) - (10,240) Share of profit/(loss) of investments - - - -
PROFIT/(LOSS) BEFORE TAXES (22,795) 98 10 (22,687)
Income taxes 2,046 (62) - 1,984
NET PROFIT/(LOSS) (20,749) 36 10 (20,703)
Significant non -cash items:
Income from right -of-use - - - -
Amortisation & depreciation (20,046) (1,218) 1,692 (19,572) Write -downs - - - -
Total non -cash items (20,046) (1,218) 1,692 (19,572)
Segment assets and liabilities:
Assets 811 ,936 49,724 (41,528) 820,132 Liabilities 526,792 41,437 (39,479) 528,750
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
32 (In Euro thousands)
June 30, 2025
Restated Clothing,
footwear and
accessories Property Inter -segment
eliminations Consolidated
Direct sales – third parties 137,335 - - 137,335 (Cost of sales) (76,078) - - (76,078)
GROSS MARGIN 61,257 - - 61,257
Royalties & sourcing comm . – third parties 34,623 - - 34,623 Other income - third parties 2,969 3,144 (2,523) 3,590 (Sponsorship and m edia costs) (22,641) - 2 (22,638) (Personnel costs) (27,632) (72) - (27,704) (Selling, general and administrative costs,
royalties expenses)
(53,779)
(1,521)
704
(54,595)
Amortisation & depreciation (11,066) (1,309) 1,676 (10,698)
EBIT (16,269) 242 (141) (16,167)
Financial income 3,542 - 137 3,679 (Financial charges) (4,675) (518) - (5,193) Share of profit/(loss) of investments (3) - - (3)
PROFIT/(LOSS) BEFORE TAXES (17,405) (276) (4) (17,684)
Income taxes (1,315) (16) 1 (1,330)
NET PRO FIT/(LOSS) (18,719) (292) (3) (19,014)
Significant non -cash items:
Income from right -of-use - - - -
Amortisation & depreciation (11,066) (1,309) 1,676 (10,698) Write -downs - - - -
Total non -cash items (11,066) (1,309) 1,676 (10,698)
Segment assets and liabilities:
Assets 285,291 43,813 (39,726) 289,378 Liabilities 292,588 35,977 (38,005) 290,560
The Group operating performance is outlined in detail in the Directors’ Report. The segment performances may be summarised as follows:
the “Clothing, footwear and accessories” segment reports net royalties and sourcing commissions of Euro 27.2 million in H1 2026, compared to Euro 34.6 million in the same period of the previous year.
Direct sales are also reported of Euro 188.7 million, compared to sales in the previous year of Euro 137.3 million. The contribution margin on sales was Euro 95.2 million, compared to Euro 61.3 million in 2025.
The revenue margin was 50.1% (44.6% in 2025). Personnel costs amounted to Euro 50.9 million , compared to Euro 27.6 million in H1 2025, increasing Euro 23.3 million, mainly as a result of the entry into the consolidation scope of the personnel of the Woolrich® and Sundek® brands, acquired at the end of 2025 and extraordinary costs of approximately Euro 7 million regarding the closure of Woolrich’s offices in Bologna. The segment reports a loss of Euro 20.7 million due to the extraordinary and non -
recurring charges from the transaction outlined at Note 5, compared to a loss of Euro 18.7 million in the same period of the previous year.
the “Property” segment reports an operating profit of Euro 425 thousand, compared to Euro 242 thousand in 2025. During the period, the investments outlined in detail in the Directors’ Report and Note 22 were made.
It is noted that the “Investments” segment, originally intended to encompass the development of future strategic investments for the Group, has been incorporated, including in the comparative financial statements for the prior fiscal year, into the “ Clothing , footwear and accessories” segment, in light of the early and unexpected termination of the investment initiative in Florence S.r.l. through BasicInvestments S.r.l. In accordance with the requirements of paragraph 34 of IFRS 8, it is noted that as of June 30, 2026, there were no individual external customers whose revenue accounted for 10% or more of the company’s total revenue.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
33
EXPLANATORY NOTES TO THE INCOME STATEMENT
7. CONSOLIDATED DIRECT SALES
The breakdown of “consolidated direct sales” by geographic area is reported below:
H1 2026 H1 2025
Sales Italy 119,991 84,125 EU countries other than Italy 63,242 49,690 Rest of the World 5,430 3,520 Total consolidated direct sales 188,663 137,335
Sales revenues concern the finished product sales of the Group companies through the wholesale, retail (both direct and through franchising) and online channels (Euro 187.9 million) and for the sale of samples (Euro 0.8 million). Sales on the home market accounted for 63.6%, while approximately 33.6% of sales were in other EU countries, with the remaining approximately 2.9% outside the EU.
The composition of revenues from direct sales by distribution channel is presented in the following table:
H1 2026 H1 2025
Multibrand sales 106,835 88,133 Franchising sales 59,049 37,960 Online sales 22,010 10,387 Sample sales 769 855 Total consolidated direct sales 188,663 137,335
8. COST OF SALES
H1 2026 H1 2025
Goods purchased – Overseas 78,161 86,228 Freight charges and accessory purchasing cost 8,581 9,057 Cost of outsourced logistics 7,207 5,927 Goods purchased – Italy 8,844 6,563 Samples purchased 2,240 811 Packaging 700 502 Change in inventory of raw materials, ancillary, consumables and goods (13,223) (33,725) Others 983 715 Total cost of sales 93,493 76,078
“Goods purchased” concern the finished products acquired by the Group companies for distribution in their respective territories.
Sample purchases were made by for resale to the licensees.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
34
9. ROYALTIES AND SOURCING COMMISSIONS
“Royalties and sourcing commissions” refer to royalty fees for the brand licenses in the countries where the licenses have been assigned, or recognised to authorised sourcing centres for the production and sale of group brand products by commercial licensees.
The changes in the year are commented upon in the Directors’ Report.
H1 2026 H1 2025
Europe (EU and non -EU) 14,664 17,827 The Americas 2,307 2,430 Asia and Oceania 7,666 11,645 Middle East and Africa 2,611 2,721 Total 27,247 34,623
10. OTHER INCOME
H1 2026 H1 2025
Prior year income 763 1,567 Rental income 367 506 Income and chargebacks from aircraft 335 380 Recovery of condominium expenses 116 138 Income from promo sales 10 247 Other income 2,106 752 Total other income 3,697 3,590
”Prior year income” concerns the positive differences on the assessment of expenses from previous years.
“Income and recharges from aircraft” include the recharge of costs to specialised aircraft operators and income from leasing aircraft to third parties.
The “recovery of condominium expenses” concerns the recharge to lessees of utility costs.
“Other income” includes positive adjustments to expenses from prior years and the income arising from the sale of the Woolrich store in Milan, totalling Euro 948 thousand.
11. SPONSORSHIP AND MEDIA COSTS
H1 2026 H1 2025
Sponsorship and marketing 14,568 16,565 Advertising 5,137 4,984 Promotional expenses 1,003 1,089 Total sponsorship and media costs 20,708 22,638
The account “sponsorship” refers to communication investments incurred directly to which the Group contributes, described in detail in the Directors’ Report.
“Advertising” refers to billboard advertising and press communication campaigns.
Promotional expenses concern gifts of products and advertising material, not relating to specific sponsorship contracts.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
35
12. PERSONNEL COSTS
H1 2026 H1 2025
Wages and salaries 32,037 20,152 Social security charges 9,695 6,310 Post -employment benefits 2,514 1,242 Accrual to Woolrich restructuring provision 6,681 -
Total 50,927 27,704
The number of employees at the reporting date, by category, is reported in the separate section in the Directors’ Report.
The average number of employees in H1 2026 was 1,779, broken down as 49 executives, 31 managers, 1,674 white -collar and 25 blue -collar employees, an increase of 650 personnel on the previous year.
The increase in personnel costs of Euro 23.2 million is mainly as a result of the entry into the consolidation scope of the personnel of the Woolrich® and Sundek® brands, acquired at t he end of 2025 and extraordinary costs of approximately Euro 7 million regarding the closure of Woolrich’s offices in Bologna.
13. SELLING, GENERAL AND ADMINISTRATIVE COSTS AND ROYALTIES EXPENSES
H1 2026 H1 2025
Selling and royalty service expenses 12,694 7,853 Rental, accessory and utility expenses 10,563 5,920 Commercial expenses 6,936 7,032 Professional consultants 6,362 13,548 Directors and Statutory Auditors emoluments 3,474 9,037 Doubtful debt provision 2,442 2,060 Bank charges 1,249 1,220 Taxes and duties 893 994 Insurance 951 694 Hire 929 776 Prior year charges 1,185 197 Purchases of consumables and paperwork 643 414 Other transport costs 226 187 Company expenses 213 177 Other general expenses 3,576 4,487 Total selling, general and administrative costs, and royalties expenses 52,333 54,596
“Selling and royalty service expenses" mainly includes commissions to agents and transport costs to customers; the item also includes royalties on sports team merchandising contracts and co- brandin g operations. The increase on the same period of the previous year is primarily due to the expansion of the consolidation scope following the acquisition of the new brands, which led to an increase in commercial activities and the related variable charges.
The increase in “rental, accessory and utility expenses” is due to the inclusion of the newly -acquired stores and the Woolrich and Sundek brand offices within the Group’s scope.
The decrease in “professional consultants” is mainly due to the absence in the present period of the costs incurred in the first half of 2025 related to the sale of the holding in K -Way S.p.A.
“Directors and Statutory Auditors emoluments”, for offices held at the date of the present Report, approved by the Shareholders’ AGM and the Board of Directors’ meetings of April 17, 2025, are in line with the company remuneration policy, pursuant to Article 78 of Consob Regulation No. 11971/99 and subsequent
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
36 amendments and supplements, and are reported in the Remuneration Report pursuant to Article 123 -ter of the CFA, which is available on the company’s website www.basicnet.com Shareholder’ Meeting 2026 section, to which reference should be made.
The allocation to the “doubtful debt provision” compared to the previous year concerns a limited number of specific licensees experiencing financial difficulties, which led to delays in payment.
“Other general expenses" includes contract closure charges for the termination of license relationships in certain European territories, miscellaneous taxes , rental fees, charges for the closure of the Woolrich registered office in Bologna and other minor expenses.
14. AMORTISATION & DEPRECIATION
H1 2026 H1 2025
Amortisation 3,417 2,159 Rights -of-use 12,097 5,708 Depreciation 4,058 2,831 Total amortisation & depreciation 19,572 10,698 Amortisation of intangible assets includes approx. Euro 33.4 thousand of key -money write -down relating to some sales points for which the decision to close has been made, within a normal rotation of less profitable sales point in favour of the opening of new locations or more appropriate operational strategies.
Provided below is a summary of total charges related to right -of-use assets:
H1 2026 H1 2025
Depreciation for right- of-use 12,097 5,708 Interest on payables for right- of-use 1,748 817 Leasing and rental costs excluded from IFRS 16 3,068 1,482 Total rent, lease and hire costs 16,913 8,007
15. NET FINANCIAL INCOME/(CHARGES)
H1 2026 H1 2025
Interest income on securities 1,213 -
Interest income 1,292 809 Bank in terest charges (1,482) (975) Interest on medium/long term loans (2,632) (346) Property lease interest (5) (3) Interest IFRS 16 (1,748) (817) Loan and current account fees (468) (127) IAS 19 interest (92) (89) Others (1,085) (32) Total financial income and charges (5,007) (1,581) Exchange gains 2,147 2,512 Exchange losses (2,401) (2,445) Net exchange gains/(losses) (254) 67 Total financial income/(charges) (5,261) (1,514)
Net exchange losses amounted to Euro 253 thousand, against gains of Euro 67 thousand in the previous year; net financial charges servicing the debt amounted to Euro 2.6 million, compared to Euro 0.3 million in the previous year.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
37 The “Other” item includes, among others, the release of the amortised cost related to Sundek loans undertaken prior to the acquisition and fully repaid in advance during the period, amounting to Euro 622 thousand.
17. INCOME TAXES
Income taxes present a positive (net income) balance of approximately Euro 2 million, corresponding to an effective tax r ate of 8.7%. The tax rate for the period was negatively impacted by the non -recognition of deferred tax assets on the losses for the period of certain overseas subsidiaries and by the IRAP rate, which were partially offset by the Patent Box benefit.
The reconciliation of the theoretical tax rate with the effective tax rate is reported in the table below:
H1 2026 H1 2025
Profit before taxes (22,686) (17,684)
Income tax rate 24% 24.0%
THEORETICAL IRES 5,445 4,244
Effect of differences between Italian and foreign tax rates (8) 813 Net permanent differences (902) (6,720) Taxes from previous periods - (6) Patent Box benefit 498 649
IRAP (869) (495)
Non -recognition deferred assets on losses (2,181) -
Other changes - -
EFFECTIVE TAX CHARGE 1,984 (1,516)
Effective tax rate (8.74%) 8.57%
18. EARNINGS PER SHARE
The basic earnings per share, for H1 2026, is calculated dividing the consolidated net result by the weighted average number of ordinary shares outstanding during the period:
(In Euro) H1 2026 H1 2025 Net result (20,702,681) (19,013,710) Weighted average number of ordinary shares 46,842,000 46,616,643 Basic earnings per ordinary share (0.4357) (0.4079) Diluted earnings per ordinary share (0.4349) (0.4072)
At June 30, 2026, there were stock grant rights assigned to certain Group managers and employees, granted on the basis of the Plan approved by the Shareholders' Meeting of April 16, 2024, whose potentially dilutive effect is reflected in the Diluted earnings p er ordinary share.
The change in the weighted average number of ordinary shares outstanding between 2026 and 2025 mainly relates to the number of treasury shares acquired in the year.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
38
EXPLANATORY NOTES TO THE BALANCE SHEET
19. INTANGIBLE ASSETS
June 30, 2026 December 31, 2025 June 30, 2025 Concessions, brands and similar rights 99,008 98,765 59,718 Software development 8,053 7,072 6,391 Other intangible assets 11,689 11,592 7,659 Industrial patents 57 69 49 Total intangible assets 118,807 117,499 73,816
The changes in the original costs of the intangible assets were as follows:
Concessions,
brands and
similar rights Software
development Other
intangible
assets Industrial
patents Total
Historical cost at 1.1.26 118,804 72,583 35,714 861 227,962 Investments 436 2,634 1,388 2 4,461 Acquisition K -Way Benelux - - 294 - 294 Disposals and other changes - (3.48) (2,336) (3) (2,687) Historical cost at 30.06.26 119,240 74,869 35,060 860 230,029
The changes in the relative accumulated amortis ation provisions were as follows:
Concessions,
brands and
similar rights Software
development Other
intangible
assets Industrial
patents Total
Accum. Amort. at 1.1.26 (20,039) (65,511) (24,122) (793) (110,465) Amortisation (243) (1,639) (1,489) (11) (3,383) Disposals and other changes 49 335 2,240 - 2,623 Accum. Amort. at 30.06.26 (20,233) (66,816) (23,372) (804) (111,224)
The net book value of intangible assets is reported below:
Concessions,
brands and
similar rights Software development Oth er
intangible
assets Industrial
patents Total
Opening net book value at 1.1.26 98,765 7,072 11,592 69 117,499 Investments 436 2,634 1,388 2 4,461 Acquisition K -Way Benelux - - 294 - 294 Disposals and other changes 49 (13) (96) (3) (64) Amortisation (243) (1,639) (1,489) (11) (3,383) Closing net book value at 30.06.26 99,008 8,053 11,689 57 118,807
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
39 The increase in “concessions, brands and similar rights” is due to the capitalisation of costs incurred for the registration of trademarks in new co untries, for renewals and extensions and for the purchase of software licenses. Amortisation in the period concerns the Jesus Jeans brand, amortised over 20 years, as not yet reaching a market positioning equal to that of the principal brands.
At June 30, 2026, the Kappa and Robe di Kappa brands report a carrying amount of Euro 15.3 million, the Superga brand a carrying amount of Euro 21.2 million; the K -Way brand Euro 9.4 million, the Sabago brand Euro 12.2 million, Briko brand Euro 0.9 million, the Woolr ich brand Euro 11.6 million and the Sundek brand Euro 27.5 million. The Kappa, Robe di Kappa, Superga, K -Way, Briko, Sebago, Woolrich and Sundek brands are considered intangible assets with indefinite useful life and as such are subject to an impairment test at least annually.
For the purposes of the impairment test of the BasicNet Group at consolidated level, the CGU’s were identified as the brands of the company. As of June 30, 2026, in accordance with IAS 36, the Group verified that there were no specif ic impairment indicators with respect to the cash generating units (CGUs). For this purpose, the actual financial results for the first half of 2026 were compared with the budgets used for the impairment test as of December 31, 2025, and the trends in key financial metrics, such as WACC and g rate, were analysed over the same period. The analyses performed did not reveal any significant deviations;
therefore, the Group deemed it unnecessary to perform a new impairment test at the interim reporting date, limiting itself to assessing any theoretical impacts resulting from the update of the discount rate, with the exception of the Woolrich CGU.
For this CGU, the Group performed a specific impairment test using a weighted average cost of capital (WACC) of 8.8% and a perpetual growth rate of 2.0%; the test yielded a positive result and confirmed the existence of significant headroom.
The account “software development” increased Euro 2.6 million for investments and decreased Euro 1.6 million for amortisation in the year.
The account “other intangible assets” principally includes improvements related to the franchising project and recorded investments of Euro 1.4 million and amortisation of Euro 1.5 million.
20. RIGHT -OF-USE
The Group utilises the exceptions under the standard on leasing contracts which have a duration of equal to or less than 12 months and which do not contain a purchase option (“short -term leasing”) and on leases whose underlying asset is of a low value (“low value asset”).
June 30, 2026 Decemb er 31, 2025 June 30, 2025 Rights -of-use 90,900 100,191 50,537 Total right -of-use 90,900 100,191 50,537
The changes in the original cost of the right- of-use were as follows:
June 30, 2026 June 30, 2025
Opening historical cost 160,537 89,638
Investments and increases ISTAT 15,696 15,246
Change in consolidation scope 1,234 585
Disposals and other changes (14,124) (1,454)
Closing historical cost 163,343 104,016
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
40 The changes in the relative accumulated amortisation provision s were as follows:
June 30, 2026 June 30, 2025
Opening accum. depreciation (60,345) (47,766)
Depreciation (12,097) (5,708)
Disposals and other changes - (4)
Closing accum. depreciation (72,443) (53,478)
The movements in the net book value of the right- of-use is shown below:
June 30, 2026 June 30, 2025
Opening net book value 100,191 41,871
Investments and increases ISTAT 15,696 15,246
Change in consolidation scope 1,234 585
Disposals and other changes (14, 124) (1,458)
Depreciation (12,097) (5,708)
Closing net book value 90,900 50,537
The changes in scope relate to the acquisition of K -Way Retail Benelux for the current year and the acquisition of a franchisee in Normandy for the prior -year period.
21. GOODWILL
June 30, 2026 December 31, 2025 June 30, 2025 Goodwill 116,354 107,947 45,732 Goodwill 116,354 107,947 45,732
“Goodwill” includes:
the goodwill from the initial consolidation of K -Way France (Euro 24.5 million);
goodwill of Eu ro 10.8 million for K -Way France, of which Euro 2.1 million related to the acquisition of a franchisee in Normandy and the remaining Euro 8.7 million related to the acquisition of certain commercial operations in France;
acquisition of K -Way Benelux Euro 1.1 million;
the goodwill following the acquisition of the French Group Kappa France (Euro 3.4 million);
the goodwill arising on the business combination with the Spanish licensee (Euro 6.7 million) and the French licensee (Euro 1.2 million), of the Kappa b rand;
acquisition of Sebago France for Euro 5.1 million, of which Euro 2.1 million refers to key money;
acquisition of Woolrich Euro 55.6 million;
acquisition of Sundek for Euro 6.5 million;
the amounts paid to acquire retail businesses for approximately Euro 1.3 million.
With regard to the goodwill arising from the acquisitions of Woolrich, Sundek and Sebago France, the Group has continued its PPA activities, which has been provisionally recognised to the financial statements at December 31, 2025 and shall be completed within the timeframe prescribed by IFRS 3.
In this regard, it should be noted that the impacts for the first half of the year are as follows:
Woolrich: higher goodwill of Euro 4.9 million Sebago France: higher goodwill of Euro 1.1 million.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
41
The Group verifies the recovery of the goodwill at least on an annual basis or more frequently when there is an indication of a loss in value. For the purposes of the impairment test the goodwill is allocated to the lowest cash -generating unit. See Note 19 on the checks carried out as at June 30, 2026.
22. PROPERTY, PLANT AND EQUIPMENT
June 30, 2026 December 31, 2025 June 30, 2025 Property 45,326 38,701 38,919 Furniture and other assets 16,839 17,904 12,092 Plant & machinery 3,101 3,327 3,142
EDP 2,345 1,935 1,713
Industrial & commercial equipment 510 519 239 Total property, plant and equipment 68,120 62,386 56,106
The changes in the historical cost of property, plant and equipment were as follows:
Property Furniture
and other
assets Plant & machinery EDP Industrial &
commercial
equipment Total
Historical cost at 1.1.26 64,257 48,087 10,036 21,027 2,715 146,122 Investments 7,450 2,475 167 727 48 10,867 Acquisition K -Way Retail Benelux - 99 - 5 - 104 Disposals and other changes - (2,665) (46) (88) (13) (2,811) Historical cost at 30.06.26 71,707 47,996 10,158 21,671 2,750 154,282
The changes in the relative accumulated depreciation provisions were as follows:
Property Furniture
and other
assets Plant & machinery EDP Industrial &
commerci al
equipment Total
Accum. Deprec. at 1.1.26 (25,556) (30,183) (6,709) (19,092) (2,196) (83,736) Depreciation (825) (2,169) (445) (564) (55) (4,058) Disposals and other changes - 1,194 97 331 11 1,633 Accum. Deprec. at 30.06.26 (26,381) (31,157) (7,057) (19,325) (2,240) (86,162)
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
42 The net book value of property, plant and equipment was as follow:
Property Furniture
and other
assets Plant & machinery EDP Industrial &
commercial
equipment Total
Net book value at 1.1.26 38,701 17,904 3,327 1,935 519 62,386 Investments 7,450 2,475 167 727 48 10,867 Acquisition K -Way Retail Benelux - 99 - 5 - 104 Depreciation (825) (2,169) (445) (564) (55) (4,058) Disposals and other changes - (1,471) 51 243 (2) (1,179) Net book value at 30.06.26 45,326 16,839 3,101 2,345 510 68,120
“Property” includes the value of the buildings at Strada della Cebrosa 106, Turin, headquarters of BasicItalia S.r.l. and at Largo Maurizio Vitale 1, Turin, headquarters of the Parent Company, adjacent buildings owned by Basic Village S .p.A. acquired in late 2016, and the property complex at Via dell’Aprica, No. 12 in Milan, owned by Aprica Costruzione S.r.l, Milan, a company which was acquired in January 2020 and then merged into Basic Village S.p.A. in July 2020, to which the property at C.so Regio Parco, 33, Turin was added, acquired in 2022, the land adjacent to the building at Strada Cebrosa in Turin acquired in 2024 and the property at Via Padova, 55 in Turin acquired in June 2026, as outlined in the Directors’ Report.
Net investme nts in the period amounted to a total of Euro 9.6 million, mainly relating to the acquisition of furniture and electronic equipment for the new office area within the Basic Village, in addition to the aforementioned purchase of the property at Via Padova, 55 and the opening of new stores.
23. EQUITY INVESTMENTS AND OTHER FINANCIAL ASSETS
June 30, 2026 December 31, 2025 June 30, 2025
Investments in:
- Other companies - - 3,000 Total investments - - 3,000 Other financial assets:
- Securities 50,1 03 50,103 50,100
- Other receivables, guarantees 5,434 5,625 2,339 Total other financial assets 55,537 55,728 52,439 Total investments & other financial assets 55,537 55,728 55,439
"Securities" includes cash investments in the form of senior non -preferred bonds. Specifically, Euro 35.1 million refers to a private placement by Unicredit, maturing in April 2029 with a fixed yield of 3.10%, and Euro 15.0 million to foreign bonds placed by BNL, maturing in April 2028 with a fixed yield of 2.74%.
“Other rec eivables, guarantees” principally refer to deposits on property .
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
43
24. INVESTMENTS IN JOINT VENTURES
June 30, 2026 December 31, 2025 June 30, 2025
Investments in:
- Joint venture - - 172 Total investments in joint ventures - - 172
Investments in joint ventures at June 30, 2025 concerned the value of the investment in Fashion S.r.l., held 50%, which was sold in December 2025.
25. DEFERRED TAX ASSETS
June 30, 2026 December 31, 2025 June 30, 2025 Deferred tax assets 23,695 25,693 6,666 Total defe rred tax assets 23,695 25,693 6,666
Deferred tax assets and liabilities are calculated on the temporary differences arising between the book value in the consolidated financial statements and their assessable amount for tax purposes.
Reference should be made to Note 40 below for further details.
26. OTHER NON -CURRENT ASSETS
This item mainly concerns receivables stemming from previous corporate transactions, which are classified as non -current assets in view of the relative timeframes for their realisa tion.
27. NET INVENTORIES
June 30, 2026 December 31, 2025 June 30, 2025 Finished products and goods 186,949 168,654 148,131 Raw materials, ancillaries and consumables - - 71 Inventory obsolescence provision (9,461) (9,026) (5,548) Total net inventories 177,488 159,629 142,654
Finished inventories include goods in transit which at June 30, 2026 amount to approximately Euro 24.4 million (Euro 40.4 million at June 30, 2025), and goods held at Group brand stores for Euro 22.7 million (Euro 12.3 millio n at June 30, 2025).
The increase in inventories on December 31, 2025 is primarily attributable to the expansion of the consolidation scope following the acquisitions made, in addition to the build up of carry -over inventory and to satisfy the retail network’s procurement needs.
Inventories are valued under the weighted average cost method and net of the obsolescence provision considered reasonable for a prudent valuation of inventories, which recorded the following changes during
the year:
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
44
June 30, 2 026 December 31, 2025 June 30, 2025 Inventory obsolescence provision at 01.01 9,026 3,818 3,818 Initial acquisition balance - 2,470 -
Provisions in the period 1,505 3,068 1,730 Utilisations (1,070) (330) -
Inventory obsolescence provision at 30.06 9,461 9,026 5,548
28. TRADE RECEIVABLES
June 30, 2026 December 31, 2025 June 30, 2025 Gross value 90,705 108,311 86,718 Doubtful debt provision (20,812) (19,533) (19,909) Total trade receivables 69,893 88,779 66,809
“Trade receivables” refer for Eu ro 69.4 million to goods sold by proprietary licensees compared to Euro 75.3 million at December 31, 2025 against which a doubtful debt provision was recorded of approx. Euro 11.2 million (Euro 10.9 million at December 31, 2025) and for Euro 21.3 million to royalties and sourcing commissions (Euro 32.5 million at December 31, 2025) against which a doubtful debt provision was recorded of Euro 9.6 million (Euro 8.6 million at December 31, 2025).
The receivables are aligned with their expected realisable value through a doubtful debt provision based on estimated losses on all trade receivables and includes a component calculated on specific disputed and/or past -due positions and a residual component calculated by a statistical approach.
The movements during the year were as follows:
June 30, 2026 December 31, 2025 June 30, 2025 Doubtful debt provision at 01.01 19,533 19,402 19,402 Initial acquisition balance - 1,741 -
Provisions in the period 2,442 4,227 2,060 Utilisations (1,163) (5,596) (1,336) Releas e - (241) (217) Doubtful debt provision at 30.06 20,812 19,533 19,909 The utilisations of the provision are related to the write off of long outstanding amounts and are made when the legal documentation of the loss has been received. Provisions are made based on an examination of individual credit positions and the estimation of expected losses also based on statistical and parametric elements. Overdue receivables not written down are generally recovered in the period immediately after the maturity date and in any case are subject to specific recoverability evaluations.
29. OTHER CURRENT ASSETS
June 30, 2026 December 31, 2025 June 30, 2025 Tax receivables 16,248 17,278 11,600 Securities 40,000 40,000 40,000 Other receivables 5,091 4,129 4,962 Total other current assets 61,339 61,407 56,562
Current “tax receivables” principally relate to withholding taxes on royalties for Euro 5.2 million, VAT receivables for Euro 2.9 million, IRES and IRAP receivables of Euro 5.5 million, in addition to minor am ounts.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
45 During the period, the Company renewed its maturing short- term cash investments. Specifically, the time deposit with Banco BPM, with a nominal value of Euro 25 million, which matured on April 3, was renewed for a one -year term at a yield of 2.50%, improving upon the previous conditions. The investment in half -yearly certificates of deposit issued by BNL, with a nominal value of Euro 15 million, was also renewed, confirming an annual yield of 2.70%.
“Other receivables" mainly includes advances to supp liers and sundry receivables. The account also includes the premium paid to the insurance company against Directors Termination Indemnities, to be paid to the Chairman of the Board of Directors, as approved by the Board of Directors on April 17, 2025, on the indication of the Shareholders’ AGM and the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, on conclusion of his role for Euro 1.5 million.
30. PREPAYMENTS
June 30, 2026 December 31, 2025 June 30, 2025 Sponsorship and media 1,654 8,099 3,565 Expenses pertaining to future collections - - 2 Others 9,201 11,577 5,806 Total prepayments 10,855 19,676 9,373
The “sponsorship costs” relate to the annual amount contractually defined by the parties, which is partially invoiced in advance during the sports season, compared to the timing of the services.
The “other prepayments” include various costs for samples, services, utilities, insurance and other minor amounts incurred by the companies of the Group.
31. CASH AND CASH EQUIVALENTS
“Bank deposits” refer to temporary current account balances principally due to receipts from clients. In particular, they are held at: K -Way S.p.A. (Euro 4.9 million), BasicNet S.p.A. (Euro 4.3 million), K -Way France S.a.s. (Euro 2.2 million), Sundek S.p.A. (Euro 1.7 million), Wool rich Europe S.p.A. (Euro 1.6 million), companies of the Kappa France Group (Euro 1.6 million), Sebago France S.a.s. (Euro 1.0 million), Kappa S.r.l.
(Euro 0.8 million), Sebago S.r.l. (Euro 0.8 million), Basic Properties America, Inc. (Euro 0.5 million), Kappa Sport Iberia S.L. (Euro 0.5 million), K -Way Retail Suisse S.A. (Euro 0.4 million), K -Way Retail S.r.l. (Euro 0.3 million), GLD Brands Ltd. (Euro 0.3 million), and the remainder at other Group companies (Euro 1.8 million).
June 30, 2026 December 31, 2025 June 30, 2025 Bank and postal deposits 22,193 50,754 24,605 Cash in hand and similar 428 384 837 Total cash and cash equivalents 22,621 51,138 25,442
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
46
32. DERIVATIVE FINANCIAL INS TRUMENTS
June 30, 2026 December 31, 2025 June 30, 2025 Derivative financial instruments 4,214 105 70 Total 4,214 105 70
Reference should be made to Note 46 below for further details.
33. SHAREHOLDERS’ EQUITY
June 30, 2026 December 31, 2025 June 30, 2025 Share capital 31,717 31,717 31,717 Treasury shares (39,117) (32,000) (38,730) Other reserves 319,485 330,138 324,845 Net Profit (20,703) (7,711) (19,014) Total Shareholders' Equity 291,382 322,144 298,818
The “share capital” of the Parent Company, amounting to Euro 31,716,673.04, is divided into 54,000,000 fully paid -in ordinary shares without par value.
In April, as approved by the Shareholders’ Meeting of BasicNet S.p.A. of April 16, 2026, in relation to the allocation of the 2025 net profit, a dividend of Euro 0.16 per share was distributed to each of the ordinary shares in circulation, for a total of approximately Euro 7.6 million.
During the period, as part of the agreements regarding the acquisition of the rights to the Woolrich® brand for Europe and of 100% of Woolrich Europe S.p.A., 93,883 treasury shares were released, for a total value of Euro 720,404.69, which had previously been deposited in escrow. The shares were allocated to the acquiring company Tow S.p.A. and simultaneously transferred to BasicNet S.p.A., as partial repayment of an inter -
company loan.
With the purchases during the period of 909,117 treasury shares in execution of the authorising shareholder motions of April 17, 2025 and April 16, 2026, there were 7,158,00 0 treasury shares in portfolio, equal to 13.256% of the share capital.
The account “other reserves” comprises:
the “cash flow hedge reserve”, positive for Euro 1.1 million, changed in the period due to the fair value measurement of cash flow hedges held at June 30, 2026;
the “re- measurement reserve for defined benefit plans (IAS 19)”, positive for Euro 34 thousand, refers to the changes in the actuarial gains/losses (“re- measurement”). The valuation is shown net of the tax effect;
the “re -measurement reserv e for employee defined benefit plans (IAS 37)” refers to the changes in the actuarial gains/losses (“re- measurement”). The valuation is shown net of the tax effect. This reserve, a positive Euro 227 thousand , is unavailable ;
the “currency conversion reserve”, positive for Euro 1.9 million, entirely concerns conversion differences into Euro of the financial statements of the US, Asian, Swiss and English subsidiaries;
the “reserve for share- based payment to employees (IFRS 2)” established in 2025 refers to th e 2024 -2027 Stock Grant Plan for directors and employees of the Company or other Group companies and amounted to Euro 969 thousand at June 30, 2026;
the “retained earnings”, amounting to Euro 315.2 million, decreased compared to the end of 2025 by approximately Euro 15.8 million.
The other gains and losses recorded directly to equity in accordance with IAS 1 – Presentation of financial statements are reported below.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
47
June 30, 2026 December 31, 2025 June 30, 2025
Effective part of the Gains/(losses) o n cash flow instruments generated in the period (currency hedges) 5,907 (6,030) (8,663)
Effective part of the Gains/(losses) on cash flow instruments generated in the period (interest rate hedges) 310 (114) 66
Effective part of the Gains/losses on cash flow hedge instruments 6,217 (6,144) (8,597)
Remeasurement of the agents indemnity provision (IAS37) (*) - (217) -
Re-measurement of defined benefit plans (IAS 19) (*) 10 15 (36)
Gains/(losses) recorded directly to Stock Grant re serve (IFRS 2) 415 554 161
Gains/(losses) from translation of accounts of foreign subsidiaries 49 (598) (666)
Tax effect relating to the Other items of the comprehensive income statement (1,555) 1,362 1,671
Total other gains/(losses), net of tax effect 5,136 (5,028) (7,467)
(*) items which may not be reclassified to the profit and loss account
The tax effect relating to Other gains/(losses) is as follows:
June 30, 2026 June 30, 2025
Gross
value Tax effect Net value Gross value Tax effect Net value
Effective part of Gains/losses on cash flow hedge instruments 5,907 (1,553) 4,354 (8,669) 1,662 (7,001)
Effective part of the Gains/(losses) on cash flow instruments generated in the year (interest rate hedges) 310 - 310 66 - 66
Remeasurement gains/(losses) Employee defined benefit plans (IAS 19) (*) 10 (2) 8 (36) 9 (27)
Gains/(losses) recorded directly to Stock Grant reserve (IFRS2) 415 - 415 161 - 161
Gains/(losses) from translation of accou nts of foreign subsidiaries 49 - 4849 (666) - (666)
Total other gains/(losses), net of tax effect 6,691 (1,555) 5,136 (9,138) 1,671 (7,467)
(*) items which may not be reclassified to the profit and loss account
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
48
34. PROVISIONS FOR RISKS AND CHARGES
June 30, 2026 December 31, 2025 June 30, 2025 Provisions for risks and charges 11,306 5,790 2,169 Total provisions for risks and charges 11,306 5,790 2,169
The provision for risks and charges relates to the Agents Termination Indemnity Provisi on (FIRR), the Agents Supplementary Indemnity Provision (FISC), and the provisions for commercial disputes and disputes with the licensee network.
The increase in this period mainly concerns the costs associated with the termination of the lease for Woolrich Europe’s Bologna offices, in addition to the severance payments made to Woolrich Europe employees as part of the corporate reorganisation.
35. LOANS
The changes in the loans during the year are shown below:
31/12/2025
Repayments
New loans
30/ 06/2026
Short -term
portion Medium
/long -term
portion
Banco BPM Unsecured Loan (Kappa Japan brand) 1,125 (750) - 375 375 -
FCG Loan L.662/96 (BasicNet) 1,031 (688) - 343 343 -
FCG Loan L.662/96 (BasicItalia) 1,031 (688) - 343 343 -
FCG Loan L.662/96 (Kappa Japan brand) 1,375 (688) - 687 687 -
BNL “Mini -Mortgage” (BasicNet) 10,000 - - 10,000 5,000 5,000 Intesa Loan (BasicNet) - - 20,000 20,000 1,250 18,750 Unicredit BasicNet (Woolrich) Line A Loan 58,000 - - 58,000 10,235 47,765 Unicredit T OW (Woolrich) Line B Loan 12,000 - - 12,000 - 12,000 Unsecured BPM (Woolrich) Loan 512 (204) - 308 308 -
MPS Loan (Sundek refinancing) - - 20,000 20,000 - 20,000 MPS -Intesa Sundek Loan - Line A 1,646 (1,646) - - - -
Sundek Intesa Loan (Covid) 477 (477) - - - -
Sundek MPS Loan (Covid) 319 (319) - - - -
MPS -Intesa Sundek Loan - Line B 8,500 (8,500) - -
- -
Sundek Unicredit Loan (SACE) 1,500 (1,500) - - -
Sundek SIMEST 60540 Loan 416 (59) - 357 357 -
Sundek SIMEST 902604 Loan 68 - - 68 68 -
BPI KE loan 1 - - 1 - 1 K-Way Retail Benelux Loan - - 7 7 7 -
SGE Loan – PGE 1 - 1 - 1
Balance 98,002 (15,519) 40,007 122,490 18,973 103,517
The maturity of the long- term portion of loans is highlighted below:
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
49
June 30, 2026 December 31, 2025 June 30, 2025 Medium/long term loans :
- due within 5 years 102,424 75,874 1,753
- due beyond 5 years 1,091 2,182 -
Total medium/long -term loans 103,515 78,056 1,753
Leasing payables 107 177 242 Total leasing payables (maturity within 5 years) 107 177 242 Total loans 103,622 78,233 1,995
The “BPM Banco Unsecured Loan” was issued in September 2020 for Euro 6 million and is of six- year duration, repayable in quarterly instalments from December 2022 at a quarterly Euribor rate plus 135 basis points (Note 46). The loan funded Basic Trademark's purchase of the Kappa Japan brand (now Kappa S.r.l.).
No financial covenants are stipulated, although the maintenance of a number of ownership conditions are required concerning BasicNet S.p.A., in particular th at the overall investment (direct or indirect) of BasicWorld S.r.l. in BasicNet S.p.A. should not reduce below 30%, in addition to the constraint of maintaining the Group's total shareholding in Kappa.
For the loans disbursed in 2020 under the SMEs Guarantee Fund, the following should be noted:
1. BasicNet: Intesa loan in October 2020 disbursed for Euro 5.5 million; it has a six -year term, repayable in quarterly instalments , starting from December 2022, at a fixed rate. The contractual terms provide that the u se of the related cash is restricted to the payment of suppliers for the purchase of services and salaries to employees. The Fund's guarantee covers 90% of the amount disbursed;
2. BasicItalia: Intesa loan in October 2020 disbursed for Euro 5.5 million; it has a six -year term, repayable in quarterly instalments , starting from December 2022, at a fixed rate. The contractual terms provide that the use of the related cash is restricted to the payment of suppliers for the purchase of services and salaries to emplo yees. The Fund's guarantee covers 90% of the amount disbursed; The financing is backed by an additional guarantee from BasicNet;
3. K-Way Retail: BPM Banco loan issued in September 2020 for Euro 5.5 million (initially issued to BasicRetail and transferred to K -Way Retail); and is of six -year duration, repayable in quarterly instalments from December 2021 at a quarterly Euribor rate plus 110 basis points (Note 46). The contractual terms provide that the use of the related cash is restricted to the payment of su ppliers for the purchase of services and goods and salaries to employees. The Fund's guarantee covers 90% of the amount disbursed; The loan was paid off in advance within the scope of the transaction to give Permira access to K -Way share capital, together with the residual balances of medium and long -term financing obtained in previous years by K -Way France to support development of the retail network;
4. Kappa: BPM Banco loan issued in October 2020 for Euro 5.5 million and of six -year duration, repayable in quarterly instalments from January 2023 at a quarterly Euribor rate plus 125 basis points (Note 46). The contractual terms provided that the use of the relative liquidity was tied to the purchase of the Kappa Japan brand. The Fund's guarantee covers 90% of the amount disbursed;
The BNL mini -loan was disbursed in July 2025 for a total of Euro 10.0 million. The loan has a two -year term, a 12-month grace period, repayment in half -yearly instalments due at the end of each period, and a variable interest rate equ al to the 6 -month Euribor plus 75 basis points.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
50 Within the scope of the acquisition of the Woolrich brand and the shares in Woolrich Europe S.p.A., the Group secured financial support from UniCredit in the form of:
1. an unsecured loan totalling Euro 58.0 million, disbursed to BasicNet S.p.A., with a five- year term including a nine -month grace period, repayable in quarterly instalments in arrears, at a contractual rate of 3- month Euribor, increased by 100 basis points with a margin ratchet mechanism. A portio n of the proceeds was used to repay Woolrich Europe’s outstanding debt at the closing date;
2. a secured loan (supported by a pledge over the shares of TOW and Woolrich Europe, together with a first demand guarantee provided by BasicNet S.p.A.) totalling Euro 12.0 million, with a seven -year term including an 18 -month grace period, repayable in quarterly instalments in arrears, at a contractual rate of 3-month Euribor plus 135 basis points with a margin ratchet mechanism, with use restricted to the acquisition of the Woolrich brand;
3. a revolving credit facility of up to Euro 20.0 million granted to Woolrich Europe, with a three- year term, at a contractual rate of 1/3/6- month Euribor plus 60 basis points and a commitment fee equal to 35% of the margin. As of the reporting date, the credit line had been drawn down for Euro 20 million. In view of the Group’s contractual clean -down obligations, the payable has been classified as a current liability and is outlined in Note 36 below.
The Group is subject to certain obligations regarding the raising of new financing, the provision of new guarantees, the acquisition of treasury shares and the distribution of dividends, in addition to early repayment obligations in the event that the Boglione family loses control of BasicNet and/or BasicNet loses sole control of TOW and Woolrich. No financial covenants are stipulated.
Within the scope of the acquisition of the shares of Kickoff S.p.A. (subsequently renamed Sundek S.p.A.), the Group assumed within its consolidation scope the medium and long -term loans outstanding at the time, set out in detail in the table and subject to early repayment during the period under review. In particular, the debt included three facilities arranged on a club deal basis by Monte dei Paschi di Siena and Intesa Sanpaolo:
1. facility A: an amortising loan with half -yearly instalments, original principal of Euro 8.5 million and outstanding debt at the acquisition date of Euro 1.6 million. at a variable rate of 6- month Euribor plus 290
basis points;
2. facility B: a loan originally structured as bullet, now payable in half -yearly instalments with the first repayment in December 2027, for a total of Euro 8.5 million. Contractual rate of the six -month Euribor plus 340 basis points;
3. a revolving credit facility of up to Euro 3.0 million, fully drawn down.
In March 2026, BasicNet S.p.A. entered into a loan agreement with Banca Monte dei Paschi di Siena for a total of Euro 20.0 million in support of the Group’s financial needs and to refinance the debt incurred as par t of the Sundek transaction. The loan has a five- year term, with an initial grace period through March 2027, followed by repayment in quarterly instalments due at the end of each quarter, comprising both principal and interest.
The interest rate is variable and is indexed to the three- month Euribor plus 100 basis points. The terms of the agreement include the standard provisions regarding early repayment, an acceleration clause and default events typical of corporate financing transactions. No financial cov enants are stipulated. At June 30, 2026, the remaining debt amounts to Euro 20.0 million, all of which is classified as non -current liabilities.
In May 2026, BasicNet S.p.A. entered into a loan agreement with Intesa Sanpaolo for a total of Euro 20.0 million, which has been fully disbursed. The loan matures on March 31, 2031, with a grace period through March 31, 2027, followed by repayment in 16 quarterly instalments due at the end of each quarter. The financing is undertaken to support the Group’s financial needs, particularly in terms of the medium -term consolidation of the short -term credit facilities. The contractual rate is equal to the three -month Euribor plus an initial margin of 95 basis points, subject to adjustment based on the Group’s leverage ratio (Leverage Ratio Adjusted prior to IFRS 16), with a margin ratchet mechanism ranging from 95 to 125 basis points. The terms of the agreement do not provide for any specific secured or unsecured guarantees and include commitments on the part of the Group regarding the assumption of new debt, the granting of guarantees and corporate transactions, in addition to early repayment obligations in the event that the Boglione family loses control of BasicNet. No financial covenants are stipulated.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
51 At June 30, 2026, the credit lines available from the banking system (bank overdrafts, commercial advances, medium/long -term loans, import financing, leasing and letters of credit), amounted to Euro 646.5 million, broken down as follows:
(In millions of Euro) June 30, 2026 December 31, 2025 June 30, 2025 Cash facility 375.4 373.9 314.4 Factoring 20.7 20.7 12.7 Letters of credit and swaps 41.8 40.7 49.8 Medium/long term loans 207.6 186.0 74.5 Equipment leasing 1.0 1.0 2.0 Total 646.5 622.3 453.4
The average interest paid for the BasicNet Group in the period is reported in Note 36 below.
The Financial Position, an alternative performance measure (APM), is presented below:
(Euro thousands) June 30, 2026 December 31, 2025 June 30, 2025
Cash and cash equival ents 22,621 51,138 25,442 Current financial investments 40,000 40,000 40,000 Payables for bank overdrafts and bills (104,364) (91,208) (71,355) Import advances (31,989) (26,266) (10,093) Sub-total net liquidity available (73,732) (26,335) (16,005) Short -term portion of medium/long -term loans (18,975) (19,944) (5,792) Payables for the purchase of equity investments - (6,432) -
Short -term net financial position (92,707) (52,711) (21,797)
Financial investments – Medium to long -term 50,100 50,1 00 50,100 Medium/long term loans (103,515) (78,056) (1,753) Payables for rights -of-use (93,784) (102,597) (52,462) Payables for purchase of equity investments beyond one year (7,254) (7,544) (6,432) Finance lease payables (107) (177) (242) Sub-total loans and leasing (154,560) (138,273) (10,789) Consolidated Net Financial Position (247,267) (190,985) (32,586)
The following table shows the composition of the Group's net debt at June 30, 2026 compared with the same figure for December 31, 2025 and June 30, 2025, determined in accordance with the "Guidelines on disclosure requirements under the Prospectus Regulation" issued by ESMA (European Securities & Markets Authority) on March 4, 2021 (ESMA32 -382 -1138) and implemented by Consob with Attention Reminder No. 5/21 of April 29, 2021. It should be noted that, unlike the Financial Position, in the following table presenting the net financial debt, the payables for rights -of-use (Note 37) are broken down into current and non- current portions.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
52
(Euro th ousands) June 30, 2026 December 31, 2025 restated June 30, 2025
restated
A. Cash 428 384 837 B. Other cash equivalents 22,193 50,754 24,605 C. Other current financial assets 44,214 40,105 40,070 D. Cash & cash equivalents (A) + (B) + (C) 66,835 91,243 65,512 E. Current bank borrowings (136,353) (123,906) (81,447) F. Current portion of non -current debt (39,208) (42,754) (16,092) G. Current financial debt (E) + (F) (175,561) (166,660) (97,539) H. Net current financial debt (G) + (D) (108,726) (75,416) (32,027) I. Non -current bank borrowings (184,427) (165,564) (50,589) J. Debt instruments - - -
K. Trade payables and other non -current payables (785) (4,251) (7,166) L. Non -current financial debt (I) + (J) + (K) (185,212) (169,815) (57,755) M. Net financial debt (H) + (L) (293,938) (245,232) (89,782)
The financial debt differs from the consolidated net financial position for the fair value of the interest and currency hedging operations - cash flow hedges (Notes 32 a nd 46) and for the amount of financial investments whose natural maturity is beyond one year (Note 23).
36. BANK PAYABLES
June 30, 2026 December 31, 2025 June 30, 2025 Bank payables due within one year:
- short -term portion of medium/long -term loans 18,975 19,944 5,792
- payables for bank overdrafts and bills 84,364 91,208 71,355
- Revolving Credit Facility 20,000 - -
- import advances 31,989 26,266 10,093 Total bank payables 155,328 137,418 87,239
The portion of medium/long -term loans du e within one year is included under short -term bank debt as described in Note 35.
The changes in the financial position are commented upon in the Directors’ Report. Interest due matured at the end of the year on short and medium/long -term loans is reported in the account “bank payables”.
The “Revolving Credit Facility” refers to the credit line granted to Woolrich Europe and outlined in Note 35 above.
Cash advances refer to temporary utilisation by the Parent Company BasicNet S.p.A., for Group treasury needs.
The financial debt by interest rate at June 30, 2026 is as follows:
Interest Rate
Fixed Variable Total Short -term 2,489 152,838 155,327 Medium/long term - 103,622 103,622 Total 2,489 256,460 258,949
The average interest rate on medium/long term loans was 3.15%.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
53
37. PAYABLES FOR RIGHTS -OF-USE
Movements in the account are detailed below:
(in Euro millions) June 30, 2026 June 30, 2025 Opening balance 102.6 43.1 New contracts 8.7 11.9 Acquisition K -Way Retail Benelux 1.2 -
Renewals 4.7 2.2 ISTAT changes 1.7 0.6 Payments (11.4) (5.1) Withdrawals and other changes (13.7) (0.2) Closing balance 93.8 52.5 of which: within 12 months 20.2 10.3 of which beyond 12 months 73.6 42.2
Payables for rights -of-use decreased in the period from Euro 102.6 million to Euro 93.8 million. The reduction in the item reflects the normal evolution of the Group’s portfolio of lease agreements, including new agreements, renewals contractual adjustments and payments made during the period. The movement in the period particularly reflects the sale of the Woolrich store in Milan and the overall streamlining of the physical retail network in Italy.
38. OTHER FINANCIAL PAYABLES
June 30, 2026 December 31, 2025 June 30, 2025 Payables for earn -out 6,000 7,000 -
K-Way Benelux option 1,254 - -
Total other financial payables 7,254 7,000 -
Other financial payables include: Euro 4 million for the present value of the non -current portion of the variable price component (earnout) payable in connection with the acquis ition of the Sundek brand; Euro 2 million for the non -current portion of the variable price component (earnout) payable in connection with the acquisition of the Woolrich brand. The increase in this item is entirely attributable to the financial liability arising from the put & call option on 40% of the shares in K -Way Retail Benelux, as outlined in Note 5.
39. EMPLOYEE AND DIRECTOR BENEFITS
The account includes the post -employment benefits for employees of approximately Euro 5.5 million and the terminati on indemnities of Directors of Euro 0.6 million.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
54
40. DEFERRED TAX LIABILITIES
June 30, 2026 December 31, 2025 June 30, 2025 Deferred tax liabilities 16,226 14,793 6,722 Total deferred tax liabilities 16,226 14,793 6,722
Deferred tax assets have been recognised as they are expected to be recovered based on the Group’s future profitability outlook. They mainly relate to the tax loss carried forward by Woolrich Europe and its French subsidiary, Kappa France, which were recognised based on a reasonable expectation of recoverability. The remaining deferred tax assets mainly concern the allocations to the doubtful debt provision and other negative income items that are temporarily not deductible for tax purposes.
Deferred tax liabilities are primarily attributable to temporary differences between the carrying amounts and tax bases, particularly concerning differences arising from the amortisation of the brands recognised solely for tax purposes, differences between statutory and tax depreciation, in addition to the deferred tax arising from the allocation of the premium paid for the acquisition of the Sundek brand.
41. OTHER NON -CURRENT LIABILITIES
June 30, 2026 December 31, 2025 June 30, 2025 Guarantee deposits 1,466 1,784 1,576 Total other non -current liabilities 1,466 1,784 1,576
The “guarantee deposits” include the guarantees received from licensees, to cover the minimum royalties guaranteed contractually.
42. TRADE PAYABLES
“Trade payables” are payable in the short- term and decreased by approxi mately Euro 13.6 million compared to December 31, 2025, due to the Group’s normal trading cycle and in line with the increase in inventories for the period as a result of increased purchases compared to the previous year. At the date of these consolidated half-year financial statements there are no initiatives for the suspension of supplies, payment injunctions or executive actions by creditors against BasicNet S.p.A. or other companies of the Group.
Trade payables are normally settled between 30 and 120 days. The book value of trade payables equates the relative fair value.
43. TAX PAYABLES
The breakdown of this account is shown in the following table:
June 30, 2026 December 31, 2025 June 30, 2025
Tax payables:
IRES 574 (305) 2,281
Employee contributions 856 686 922 Group VAT 3,053 10,868 2,118 Other 1,007 1,173 380 Total tax payables 5,490 12,422 5,701
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
55
44. OTHER CURRENT LIABILITIES
June 30, 2026 December 31, 2025 June 30, 2025 Payables for the purchase of equity investments 1,000 6,97 6 6,432 Payables to employees and directors 9,809 7,485 5,133 Social security institutions 4,576 4,942 2,878 Accrued expenses 517 1,691 337 Shareholder dividend account 64 3 4 Other payables 3,136 9,707 6,629 Total other current liabilities 19,102 30,804 21,413
The item "payables for the purchase of equity investments" includes the estimate of the portion due within 12 months of the variable component ("earnout") of the price, based on the 2026 results, to be paid for the acquisition of Sebago Fra nce for Euro 1.0 million.
The account “accrued expenses” principally includes deferred employee remuneration.
“Payables to employees and Directors” mainly concern salaries and expenses for reimbursement settled in the subsequent month.
“Other payables” at June 30, 2026 principally concern advances from customers, royalty payments on account from licensees and other miscellaneous amounts.
45. DEFERRED INCOME
June 30, 2026 December 31, 2025 June 30, 2025 Royalties for period/subsequent period 3,036 5,170 395 Sponsored goods revenues 1,911 4,689 2,951 Other deferred income 344 240 544 Total deferred income 5,291 10,100 3,890
The “sponsored goods revenues” relates to the invoicing of sponsored merchandise, which contractually partially refers to the period after the reporting date, with corresponding prepayments recorded under assets for sponsoring costs.
46. DERIVATIVE FINANCIAL INSTRUMENTS
June 30, 2026 December 31, 2025 June 30, 2025 Derivative financial instruments 785 4,251 7,166 Total 785 4,251 7,166 The account includes the market value at June 30, 2026 of the currency hedge instruments on US Dollars (cash flow hedge), subscribed with primary credit institutions; the instruments utilised were acquired under forward and flexi term contracts which operate in the form of forward currency purchases on a portion of the estimated currency needs for the purchase of goods on foreign markets, to be made in 2026, 2027 and Q1 2028, on the basis of the goods orders already sent to suppliers, or sti ll to be made but included in the budget.
At June 30, 2026, commitments were in place on estimated future purchases, for USD 199.58 million, broken down into 52 transactions with differing maturities and variable pre- fixed rates from USD 1.0504/Euro to USD 1.2040/Euro. A negative equity reserve was recorded of Euro 1.5 million, net of the tax effect. During H1 2026, forward purchase operations were utilised for approx. USD 42.291 million and the relative effects were recognised to the income statement.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
56
47. GUARANTEES GIVEN
With reference to the guarantees and commitments of the Group with third parties reference should be made to Note 35.
We highlight:
1. For BasicItalia: in February 2010, Intesa Sanpaolo S.p.A. and the Company signed an agreement which would permit access to subsidised finance for the start -up of franchising stores of the Group, against which the Company guarantees a portion of the loan and the purchase of assets in leasing and sub -entry into the management of the sales point in the case of non -compliant of the store owner. At June 30, 2026, the bank deposits of BasicItalia were restricted for Euro 2 thousand; guarantees were also provided on leasing amounting to Euro 33 thousand;
2. BasicNet S.p.A.: the company has commitments for guarantees in favour of store tenants in the interest of KappaRetail for Euro 365 thousand, of K -WayRetail for Euro 209 thousand, of SebagoRetail for Euro 379 thousand, of K -Way for Euro 42 thousand, of Superga for Euro 25 thousand, of Woolrich Europe for Euro 28 thousand and of SupergaRetail for Euro 57 thousand;
3. Kappa S.r.l.: it has commitments undertaken through some Credit Institutions, which refer to the opening of documentary credits (letters of credit) for the import of goods for an amount of Euro 9.5 million and VAT deposit guarantees for Euro 2.5 million;
4. K-Way S.p.A.: it has commitments undertaken through some Credit Institutions, which refer to the opening of documentary credits (letters of credit) for the import of goods for an amount of Euro 17.8 milli on and VAT deposit guarantees for Euro 2.5 million;
5. Superga S.r.l.: it has commitments undertaken through some Credit Institutions, which refer to the opening of documentary credits (letters of credit) for the import of goods for an amount of Euro 346 thousand and VAT deposit guarantees for Euro 1.2 million;
6. Sebago S.r.l.: the shares of the company are subject to a pledge in favour of MPS Capital Services Banca per le Imprese S.p.A. as guarantee of the loan issued in July 2017 and now fully settled and that the company has taken on commitments, by way of a number of banks, related to the opening of letters of credit for the importing of goods for a total amount of Euro 5.1 million and VAT deposit guarantees for Euro 1.2 million;
7. Woolrich Europe S.p.A.: it has commitments undertaken through some Credit Institutions, which refer to the opening of documentary credits (letters of credit) for the import of goods for an amount of Euro 5.2 million and commitments for guarantees in favour of store tenants for Euro 34 1 thousand;
8. Sundek S.p.A.: it has commitments undertaken through some Credit Institutions, which refer to the opening of documentary credits (letters of credit) for the import of goods for an amount of Euro 13 thousand and commitments for guarantees in favour of store tenants for Euro 733 thousand.
48. CLASSIFICATION OF THE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The principal risks and uncertainties of the Group activities are described in the Directors’ Report.
The financial instruments of the BasicN et Group include:
cash and cash equivalents and bank overdrafts;
medium/long -term loans and lease financing;
derivative financial instruments;
trade payables and receivables.
It is recalled that the Group only subscribes to cash flow hedges, to hedge against interest and currency risks.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
57 In accordance with the requirements of IFRS 7 in relation to financial risks, the types of financial instruments present in the financial statements, with indication of the valuation criteria applied, are reported belo w:
Financial instruments at fair value recorded through: Financial
instruments at
amortised cost Non -listed
investments
valued at cost Book value at
30.6.2026
Income
statement Shareholders’
Equity
Assets:
Equity invest. & other financial assets - - 50,100 5,434 55,534 Interests in joint ventures - - - - -
Cash and cash equivalents - - 22,621 - 22,621 Trade receivables - - 69,893 - 69,893 Other current assets - - 61,339 - 61,339 Derivative financial instruments - 4,214 - - 4,214
Liabilities:
Medium/long -term loans - - 103,622 - 103,622 Bank payables - - 155,328 - 155,328 Trade payables - - 102,990 - 102,990 Other current liabilities - - 19,102 - 19,102 Derivative financial instruments - 785 - - 785
The financial risk factors, identified in IFRS 7 – Financial instruments: additional disclosures, are described
below:
the risk that the fair value or the future cash flows of a financial instrument fluctuate following changes in market prices (“market risk”). The market risk includes the following risks: price, currency and interest
rates:
a. the risk that the fair value or the future cash flows of a financial instrument fluctuate following changes in market prices (other than changes determined from interest rate or currency risk), whether the changes are determined by specific factors related to the financial instrument or its issuer, or whether it is due to factors which influence all similar financial instruments traded on the market (“price risk”);
b. the risk that the fair v alue or the future cash flows of a financial instrument fluctuate following changes in currency prices (“currency risk”);
c. the risk that the fair value or the future cash flows of a financial instrument fluctuate following changes in market interest rates (“interest rate risk”);
the risk that one of the parties that signs a contract of a financial nature does not comply with an obligation (“credit risk”);
the risk that an entity has difficulty in complying with the obligations associated with the financial liabilities (“liquidity risk”);
the risk that the loans within the companies of the Group contain clauses which allow the counterparties to request the creditor on the occurrence of certain events or circumstances the immediate repayment of the sums granted and not yet due, generating a liquidity risk (“default risk”).
Price risk
The Group is exposed to the risk of fluctuations of commodity prices relating to raw materials (wool, cotton, rubber, synthetic fibre etc.) incorporated in the finished products which the Group commercial companies acquire on international markets, as well as fluctuations in the cost of oil which influences transport costs.
The Group does not hedge these risks as not directly dealing with raw materials but only finished products and is exposed for the part of the increase which cannot be transferred to the final consumer if the market and competitive conditions do not permit such.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
58
Currency risk
The BasicNet Group has subscribed the majority of its financial instruments in Eur o which corresponds to its functional and presentation currency. Operating on the international market the group is also exposed to fluctuations in exchange rates, principally the US Dollar against the Euro.
In H1 2026, unrealised exchange gains were recorded of Euro 1.0 million, while unrealised exchange gains were recorded of Euro 13 thousand, for a net exchange gain of Euro 1.0 million.
The amount includes the market value at June 30, 2026 of the currency hedge instruments on US Dollars (cash flow hedge) , subscribed with primary credit institutions; the instrument utilised, called flexi term, operates in the form of forward currency purchases on a portion of the estimated currency needs for the purchase of goods on foreign markets, to be made in 2026 and 2026, on the basis of the goods orders already sent to suppliers, or still to be made but included in the budget.
At the consolidated half- year reporting date, there were 52 hedge transactions on US Dollar fluctuations, totalling USD 199.58 million; the r elative effects are illustrated in the account “Derivative financial instruments”, in Note 46.
Group Management considers that the management and containment polices adopted for this risk are adequate.
All medium/long -term loans and leasing contracts are in Euro, therefore they are not subject to any currency risk.
Interest rate risk
The composition of the gross financial debt between fixed and variable interest rates at June 30, 2026 is
shown below:
June 30, 2026 % June 30, 2025 % Fixed rate 2,489 1.0% 7,545 8.5% Variable rate 256,460 99.0% 81,690 91.5% Gross debt 258,949 100.00% 89,235 100.00% The interest rate fluctuation risks of some medium/term loans were hedged with conversion of the variable rate into fixed rates, as described in Note 46. On the remaining part of the debt, the Group is exposed to fluctuation risks.
Where at June 30, 2026 the interest rate on long/term loans at that date were 100 basis points higher (or lower) compared to the actual rates, there would be a higher financial c harges (lower), before the tax effect, respectively of Euro +764 thousand and Euro -764 thousand.
Credit risk
The doubtful debt provision (Note 28) which includes provisions against specific credit positions and a general provision on an historical analysis of receivables, represents approx. 22.9% of trade receivables at June 30, 2026.
Liquidity risk
Liquidity risk is mitigated in the short -term period by the significant generation of cash realised by the “licenses and trademarks” segment, by the signi ficant positive net working capital, and by the overall credit lines provided by the banking system (Note 35).
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
59 Default and debt covenant risk
The risk that the loans within the companies of the Group contain clauses (covenants) which allow the counterparties to request the creditor on the occurrence of certain events or circumstances the immediate repayment of the sums granted and not yet due, generating a liquidity risk.
The loans in place at the reporting date are not subject to financial covenants.
49. INTERCOMPANY TRANSACTIONS AND TRANSACTIONS WITH RELATED COMPANIES
The transactions between the Parent Company and its subsidiaries and between the subsidiaries were within the normal operating activities of the Group and were concluded at normal market conditions. The balance sheet and income statement effects of the transactions are eliminated in the consolidation process. Based on the information received from the companies of the Group there were no atypical or unusual operations.
BasicNet S.p.A. and, as consolidated companies, BasicItalia S.p.A., K -Way S.p.A., K -WayRetail S.r.l., Kappa S.r.l., KappaRetail S.r.l., Basic Village S.p.A., Tow S.p.A., Sebago S.r.l., SebagoRetail S.r.l, Superga S.r.l., SupergaRetail S.r.l., and BasicAir S.r.l. have adhered to the national fiscal regime as per Article 177/129 of the CFA.
Woolrich Europe S.p.A. and Sundek S.p.A. were treated as participants in the national tax consolidation for the purposes of determining the tax effects for the period. The relevant contractu al documentation is being finalised as of the reporting date.
Kappa France S.a.s. and its subsidiaries are part of the French tax consolidation regime pursuant to Articles 223 -A/223 -U of the General Tax Code (CGI).
The transactions with related parties for the period ended June 30, 2026 are reported below:
Investments Trade
receivables Trade
Payables Other
Income
Costs
Remuneration of Boards and Senior Executives and other
related parties
-
-
-
-
5,102
The remuneration c oncerns emoluments and all other payments, pension -related or social security deriving from the role of Director or Statutory Auditor in BasicNet S.p.A. and the other companies within the consolidation scope.
In relation to the other related parties, we highlight the legal consulting activities undertaken by Studio Legale Pavesio e Associati of the Director Mr. Carlo Pavesio. These transactions, not material compared to the overall values, were at market conditions.
50. SUBSEQUENT EVENTS
They are described in the Directors’ Report.
51. CONSOB COMMUNICATION NO. DEM/6064293 OF JULY 28, 2006
With regards to Non -recurring significant transactions, reference should be made to the Directors' Report.
Pursuant to Consob Communication No. 6064293 of July 28, 2006, it is noted that during the period ended June 30, 2026 no atypical and/or unusual transactions occurred with respect to the company’s normal operations that may give rise to doubts regarding the accuracy and completeness of the information in the financia l statements, conflicts of interest, the safeguarding of the company’s assets or the protection of minority shareholders. The accounting effects of the corporate transactions that occurred during the period were previously outlined in the Directors’ Report.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
60
52. CONTINGENT LIABILITIES/ASSETS
The BasicNet Group is involved in some legal disputes of a commercial nature which are not expected to give rise to significant liabilities.
Tax disputes
Alleged tax inversion Basic Properties America Between 2018 and 2022, the Tax Agency challenged various Group foreign companies for unpaid taxes in Italy between 2011 and 2016, for a total of approx. Euro 6 million in direct taxes and VAT, plus interest and penalties.
The disputes relate specifically to the alleged requalification of the American company Basic Properties America, Ltd. as a tax resident in Italy and the consequent VAT treatment of royalties paid by it to the Group's other foreign companies. As they did not consider the arguments put forward by the Agenc y to be well- founded, the companies lodged appeals against all the assessment notices, together with requests for suspension of their executive effects.
The Group companies involved have had their claims recognised in the first and second instance for all the years in dispute.
Because the Tax Agency, by way of the Attorney General, appealed to the Court of Cassation all unfavourable rulings, the Group companies involved have filed a counter- appeal pursuant to Article 370 of the Code of Civil Procedure.
As of today, for all the years in dispute, the scheduling of the hearing before the Court of Cassation is still awaited.
Commercial disputes
FISI pre -emption right BasicItalia S.p.A. (now “BasicItalia S.r.l.”) has exercised, on June 3, 2021, its pre -emption right, under the agreement concluding on April 30, 2022, to enter into a new sponsorship contract for the Italian Winter Sports Federation through the Kappa brand for the four -year period 2022 -26, which includes the Milan Cortina 2026 Olympics. Nevert heless, FISI considered that the exercise of the pre- emption right by BasicItalia was not sufficient to conclude a contract and informed the BasicNet Group of its intention to sign a sponsorship agreement with a third party.
The judgment in the case on the merits, issued on February 23, 2023, confirms this protective order issued on July 14, 2022 and the position of BasicItalia, namely that from the moment of BasicItalia's acceptance of the conditions offered by FISI, and thus from June 3, 2021, a new spon sorship contract was concluded between BasicItalia and FISI for the 2022/23 seasons until the 2025/26 season, also recognising a right of first refusal in favour of Basic Italia for the following four -year period.
As a result, the court ordered FISI to fulfil its contractual obligations, prohibiting FISI from entering into supply and sponsorship contracts with third parties other than BasicItalia and from using in its competitive activities clothing items with trademarks other than those indicated in the c ontract between BasicItalia and FISI.
Regarding damages, the Court ruled that the damage resulting from FISI's breach of duty can only be fully assessed and quantified following the last competitive season until at least 2025/2026.
FISI appealed the judgment by writ of summons served on March 27, 2023, requesting to suspend and/or revoke the provisional enforceability of the judgment and to uphold the appeal on the basis of the conclusions advanced by FISI in the first instance judgment and, by way of counterclaim, to establish BasicItalia's failure to comply with the provisions of the Contract and to declare the termination of the Contract for non -performance with an order to pay damages.
On July 20, 2023, FISI's request for a stay of the enforceability of the first instance ruling was granted by the Court of Appeals.
In a ruling published on September 17, 2024, the Milan Court of Appeals did not uphold the first instance ruling regarding BasicItalia’s demands and declared that BasicItalia’s acceptance o f the proposal received from FISI in application of the right of first refusal would not have established a contract between BasicItalia and FISI.
BasicNet Group – 2026 Half -Year Report
EXPLANATORY NOTES
61 BasicItalia appealed the ruling in the Court of Cassation, notifying FISI on March 17, 2025, while FISI filed a counter -appeal on April 28, 2025. A date for the Council Chamber meeting is still awaited, following which the Court of Cassation will rule. The Court of Cassation will grant a deadline to the Public Prosecutor at least 20 days before the Council Chamber meeting and a deadline to the parties at least 10 days before the meeting to file briefs.
Dispute with Audi AG A dispute is ongoing between the BasicNet Group and Audi regarding the use of Audi trademarks on replica products connected to the FISI sponsorship. In 2025, the Turin Court of First Instance issued a judgment ordering BasicItalia S.r.l., jointly and severally with BasicNet S.p.A., to pay Euro 1,450,589. The Company considered that valid grounds existed to challenge the decision and accordingly lodged an appeal, seeking its reversal or, in the alternative, a reassessment of the amount awarded. Audi entered an appearance and in turn filed a cross -appeal. The case is currently pending before the Turin Court of Appeal, with the hearing for submission to judgment scheduled for January 2027. The proceedings are therefore at the second -
instance stage, and developments will be monitored over the coming months.
For the Board of Directors
The Chairperson
Marco Daniele Boglione
BasicNet Group – 2026 Half -Year Report
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ATTACHMENT 1
Page 1 of 4
COMPANIES INCLUDED IN THE CONSOLIDATION UNDER THE LINE -BY-LINE METHOD
Registered Office Corporate purpose Share capital Parent
company
holding (%)
PARENT COMPANY
BasicNet S.p.A.
Directly held subsidiaries:
- BasicAir S.r.l.
single shareholder company Turin (Italy) Company owning the Cessna Citation VII aircraft. EURO 3,000,000 100
- BasicInvestments S.r.l.
single shareholder company Turin (Italy) Acquisition and management of equity
investments
EURO 10,000 100
- BasicItalia S.r.l.
single shareholder company Turin (Italy) Logistics hub for the Group’s distribution companies and providers of operations, legal and administrative
services
EURO 100,000 100
- BasicNet Asia Ltd.
Hong Kong (China) Control activity of the licensees and sourcing centre in Asia.
HKD 10,000 100
- BasicNet Asia Company
Limited
Ho Chi Minh City (Vietnam) Control activity of the licensees and sourcing centre in Asia.
DONG 462,600,000 100
- Basic Properties America, Inc.
Richmond (Virginia – USA) Sub-license of brands for the American
market
USD 2,000 100
- BasicVillage S.p.A.
single shareholder company Turin (Italy) Management of the properties owned in Turin - Largo M. Vitale 1, C.so Regio Parco, 43, C.so Regio Parco, 33, Strada della Cebrosa 106, and adjacent land, and Milan - Via dell'Aprica 12.
EURO 412,800 100
- Kappa S.r.l.
single shareholder company Turin (Italy) Company owning the Kappa, Robe di Kappa, Briko brands and distributor for the brands, man aging direct -to-
public outlets for the brands' products.
EURO 1,300,000 100
- K-Way Topco S.r.l.
single shareholder company Milan (Italy) Acquisition of equity investments and the provision of financial, business, securities and real estate, administrative, accounting and technical services for subsidiaries
EURO 1,000,000 59.9
- Sebago S.r.l.
single shareholder company Turin (Italy) Company owning the Sebago brand and distributor for the brand, managing direct- to-public outlets for brand produc ts.
EURO 50,000 100
- Superga S.r.l.
single shareholder company Turin (Italy) Company owning the Supe rga brand and distributor for the brand, managing direct- to-public outlets for brand products.
EURO 50,000 100
- Sundek S.p.A.
single shareholder company Turin (Italy) Company owning the Sundek brand and distributor for the brand, managing direct- to-public outlets for brand products.
EURO 2,300,000 100
-TOW S.p.A.
single shareholder company (formerly Jesus Jeans S.r.l.) Turin (Italy) Owner of the Woolrich brand for Europe and the holding company of the Woolrich Europe Group. EURO 50,000 100
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ATTACHMENT 1
Page 2 of 4
Registered Office Corporate purpose Share capital Parent
company
holding (%)
Indirectly held subsidiaries:
- through Kappa S.r.l.
- Kappa France S.a.s.
Saint Herblain (France) Kappa licensee for France. EURO 2,207,600 100
- KappaRetail S.r.l.
single shareholder company Turin (Italy) Company operating certain retail outlets for products of the Kappa, Robe di Kappa and Briko brands.
EURO 10,000 100
- Kappa Sport Iberia S.L.
Madrid (Spain) Sub-licensee for the Spanish and Portuguese territory EURO 505,588 100
- through Kappa France S.a.s.
- Sport Fashion Distribution UK Ltd (in liquidation) Manchester (United Kingdom) British company in liquidation. POUND
STERLING 1 100
- Kappa France Retail S.a.r.l.
(formerly Sport Fashion Retail S.a.r.l.) Saint Herblain (France) Company operating direct outl ets in France. EURO 5,000 100
- through K -Way Topco S.r.l.
- K-Way Midco S.p.A.
single shareholder company Milan (Italy) Acquisition of equity investments and the provision of financial, business, securities and real estate, administrative, accounting and technical services for subsidiaries EURO 200,000 100
- through K -Way Midco S.p.A.
- K-Way S.p.A.
single shareholder company Turin (Italy) Company owning the brand K-Way and distributor for the brand, mana ging direct- to-public outlets for brand products. EURO 10,050,000 100
- through BasicNet S.p.A.
- GLD Brands Ltd
Blairgowrie
(United Kingdom) Management of public retail outlet in London for K -Way brand products.
POUND
STERLING 4 100
- K-WayRetail S.r.l.
single shareholder company Turin (Italy) Management of outlets owned by the Group and a number of K -Way brand and product sales points.
EURO 10,000 100
- K-WayRetail SUISSE S.A.
Mendrisio
(Switzerland) Management of the point of sale to the public in Mendrisio, Switzerland of K -
Way brand products.
CHF 100,000 100
- K-Way France S.a.s.
Paris (France) - K-Way licensee for France. EURO 150,000 100
- K-Way Iberia S.L.
Madrid (Spain) Management of retail outlets of K -Way brand products to the public in Spain. EURO 3,000 100
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ATTACHMENT 1
Page 3 of 4
Registered Office Corporate purpose Share capital Parent
company
holding (%)
Indirectly held subsidiaries:
- through K -Way S.p.a.
- K-Way Retail Ireland Ltd.
Dublin (Ireland) Management of retail outlet to the public in Kildare, Ireland of K -Way brand products. EURO 1,000 100
- K-Way Retail Benelux N.V.
Antwerp
(Belgium) Management of public retail outlet in Belgium for K -Way brand products.
EURO 437,500 60
- through Sebago S.r.l.
- SebagoRetail S.r.l.
single shareholder company Turin (Italy) Management of certain retail outlets for Sebago brand products.
EURO 10,000 100
- Sebago France S.L.
Paris (France) Management of retail outlets of Sebago brand products to the public in France. EURO 197,080 100
- Sebago Iberia S.L.
Madrid (Spain) Management of retail outlets of Sebago brand products to the public in Spain. EURO 3,000 100
- through Superga S.r.l.
- SupergaRetail S.r.l.
single shareholder company Turin (Italy) Management of certain retail outlets for Superga brand products. EURO 10,000 100
- through Tow S.p.A.
- Woolrich Europe S.p.A.
single shareholder company Turin (Italy) Company acquired in December 2025.
Direct commercialisation of Woolrich -
brand products in Europe. EURO 5,280,000 100
- through Woolrich Europe S.p.A.
- Woolrich Footwear S.r.l.
Torre San Patrizio -
FM (Italy) Woolrich footwear manufacturing company EURO 100,000 100
- Woolrich France S.L.
Saint Priest (France) Management of retail outlets of Woolrich brand products to the public in France. EURO 600,000 100
- Woolrich Germany GmbH.
Munich (Germany) Management of retail outlets of Woolrich brand products to the public in Germany. EURO 25,000 100
- Woolrich Netherlands
Zaandam
(Netherlands) Management of retail outlets of Woolrich brand products to the public in the Netherlands. EURO 10,000 100
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ATTACHMENT 1
Page 4 of 4
Registered Office Corporate purpose Share capital Parent
company
holding (%)
- through Sundek S.p.A.
- Kickoff France S.A.S.
Cannes (France) Management of retail outlets of Sundek brand pro ducts to the public in France EURO 1,000 100
- Kickoff Retail S.L.
Valencia (Spain) Management of retail outlets of Sundek brand products to the public in Spain EURO 3,000 100
- Kickoff U.S.A. Inc
Marina del Rey (United States) Management of retail outlets of Sundek brand products to the public in the United States USD 1,000 100
BasicNet Group – 2026 Half -Year Report
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ATTACHMENT 2
DECLARATION OF THE CONDENSED FINANCIAL STATEMENTS AS PER ARTICLE 81 -TER
OF CONSOB REGULATION NO. 11971 OF MAY 14, 1999
The undersigned Marco Daniele Boglione, Chairperson with delegated powers, Alessandro Boglione, Chief Executive Officer, and Marco Enrico, Executive Officer for Financial Reporting of BasicNet S.p.A. certify, also taking into account the provisions of Article 81 -ter of Consob Regulation No. 11971 of May 14, 1999, the adequacy and effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements for the period from January 1, 2026 to June 30, 2026, consider ing the characteristics of the company.
In addition, we declare that the condensed half -year financial statements:
a) corresponds to the underlying accounting documents and records;
b) were prepared in accordance with International Financial Reporting Standards adopted by the European Union, and also in accordance with Article 9 of Legislative Decree No. 38/2005 and provide a true and fair representation of the balance sheet, financial position and results of the Issuer and of the consolidated
companies;
c) the Interim Directors’ Report includes a reliable analysis on the performance and operating result as well as the situation of the Issuer, together with a description of the risks and uncertainties to which they are exposed.
Turin, July 31, 2026
Marco Daniele Boglione
Chairperson
Alessandro Boglione Marco Enrico Chief Executive Officer Executive Officer for Financial Reporting
Review report on consolidated condensed interim financial
statements
To the S hareholders of
BasicNet SpA
Foreword
We have reviewed the accompanying consolidated condensed interim financial statements of BasicNet SpA and its subsidiaries ( the “BasicNet Group ”) as of 30 June 2026 , comprising the consolidated balance sheet, consolidated income statement , consolidated comprehensive income statement , statement of changes in consolidated shareholders’ equity, consolidated cash flow statement and related explanatory notes. The directors of BasicNet Group are responsible for the preparation of the consolidated condensed interim financial statements in accordance with the accounting standard IAS 34 as issued by the International Accounting Standards Boa rd and adopted by the European Union applicable to interim financial reporting. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
Scope of review We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution 10867 /1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a full -scope audi t conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not exp ress an audit opinion on the consolidated condensed interim financial statements.
2 of 2
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the consolidated condensed interim financial statements of BasicNet Group as of 30 June 2026 are not prepared, in all material respects, in accordance with the a ccounting s tandard IAS 34 as issued by the International Accounting Standards Board and adopted by the European Union applicable to interim financial reporting.
Other matters
The consolidated financial statements of BasicNet Group for the year ended 31 December 2025 and the consolidated condensed interim financial statements for the period ended 30 June 202 5 were audited and reviewed, respectively, by other auditors, who on 26 March 2026 expressed an unmodified opinion on the consolidated financial statements, and on 31 July 2025 expressed an unmodified conclusion on the consolidated condensed interim financial statements.
Turin, 6 August 2026
PricewaterhouseCoopers SpA
Signed by
Monica Maggio
(Partner)
This review report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.