Half year Financial Report 2026

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Half year Financial Report 2026 | Phynwire

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HALF-YEAR

FINANCIAL

REPORT

REPLY

HALF YEAR

FINANCIAL REPORT

S OF

JUNE 30

2026

BOARD OF DIRECTORS AND CONTROLLING BODIES

KEY GROUP RESULTS

REPLY

INTERIM FINANCIAL REPORT 2026

OTHER INFORMATION

EVENTS SUBSEQUENT TO 30 JUNE 2026

OUTLOOK ON OPERATIONS

HALF YEAR CONDENSED FINANCIAL STATEMENTS AT 30 JUNE

2026

NOTES

ANNEXED TABLES

ATTESTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 81

TER

OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS

93 IND

PENDENT AUDITORS’ REPORT

BOARD OF DIRECTORS AND

CONTROLLING BODIES

BOARD OF DIRECTORS AND CONTROLLING BODIES

Chairman and Chief Executive Officer

Mario Rizzante

Chief Executive Officer

Tatiana Rizzante

Executive Directors

Filippo Rizzante

Marco Cusinato

Elena Maria Previtera

Daniele Angelucci

(1)

Patrizia Polliotto

(1) (2) (3) Domenico Giovanni Siniscalco

(1) (2)

Secondina Giulia Ravera

(1) (2)

Federico Ferro Luzzi

(1) (2)

Board of Statutory Auditors

Chairman

Ciro Di Carluccio

Standing Auditors

Piergiorgio Re

Donatella Busso

Audit Firm

PwC S.p.A.

(1) Non

executive Director

(2) Independent Directors according to the Corporate Governance Code (3) Lead Independent Director

This report has been translated into English from the original Italian version, in case of doubt the Italian version shall pr evail.

KEY GROUP RESULTS

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Key group results

2025

Economic figures

(thsd euros)

1st half 2026 % 1st half 2025 % 1st half 2024 %

2,483,629

100.0 Revenue

1,311,932

100.0 1,221,260

100.0 1,115,783

100.0 467,637

18.8

Gross operating income

233,249

17.8 223,664

18.3 180,459

16.2 391,689

15.8 Operating income

189,670

14.5 188,382

15.4 146,646

13.1 369,696

14.9

Income before taxes

194,107

14.8 179,413

14.7 146,285

13.1 250,889

10.1

Group net income

131,841

10.0 124,755

10.2 99,942

9.0

2025

Financial figures (

Thsd

euros)

1st half 2026 1st half 2025 1st half 2024

1,487,784

Group Equity

1,512,632

1,359,481

1,185,363

2,280

Non -

controlling interest

2,053

1,546

1,733

2,765,035

Total assets

2,692,731

2,472,189

2,333,231

120,822

Net working capital

114,520

91,793

56,676

1,022,486

Net invested capital

1,112,666

998,531

952,248

326,008

Cashflow

120,866

129,152

114,935

467,577

Net financial position (*)

402,019

362,495

234,848

2025

Data per share (**) 1st half 2026 1st half 2025 1st half 2024

37,411,428

Number of

37,411,428

10.

51 Operating income per share

5.19

5.04

3.92

6.73

Net income per share

3.58

3.33

2.68

8.75 Operating

Cash flow per share

3.31

3.45

3.07

39.91

Shareholders' equity per share 4 1 .41

36.47

31.80 2025

Other information

1st half 2026 1st half 2025 1st half 2024

16,624

Headcount

17,297

16,261

15,307

(*) for ESMA net financial indebtedness see Note 30

(**) the

data is

calculated net of treasury shares , whereas earnings per share are calculated based on the weighted average number of shares outstanding during the period.

REPL

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REPLY

Reply specialises in the design and implementation of solutions based on artificial intelligence, cloud computing, the Internet of Things and digital media. With a well -

established international presence, it designs and scales solutions that support the ev olution of its clients’ core business processes, drawing on technological expertise, industry knowledge and strong delivery capabilities across a range of contexts.

Reply is characterised by:

•

A corporate

culture oriented towards technological innovation •

A flexible

structure,

capable of anticipating market developments and interpreting new

technological drivers

• A proven and scalable delivery

methodology

• A

network

of companies specialised in areas of expertise • A

team

made up of specialists from the best universities •

Highly experienced

management

•

Continuous

investment

in research and development • A network of long -

term

relationships

with its customers.

HE ORGANISATIONAL MODEL

With over 17,000 employees, Reply operates with a network structure made up of companies specialised in processes, applications and technologies, which represent excellence in their respective fields of expertise in the various countries.

ROCESSES

For Reply, understanding and using technology means introducing a new enabler to processes, thanks to an in -

depth knowledge of the market and the specific industrial contexts in which it is implemented.

PPLICATIONS

Reply designs and implements application solutions aimed at meeting the needs of core corporate business in various industrial sectors.

ECHNOLOGIES

Reply optimises the use of innovative technologies, creating solutions that guarantee customers maximum efficiency and operational flexibility.

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EPLY

’

S SERVICES

In Reply’s projects, strategic, process, design and technological expertise are integrated to turn innovation into application solutions and digital services. The aim is to support companies in scaling the adoption of artificial intelligence and key digita l technologies, delivering tangible impacts on business processes.

Reply’s services include:

• Strategic, communication, design, process and technological

consultancy

•

System Integration

to best utilise the potential of technology, combining business consulting with

innovative, high

value

added technological solutions •

Digital services

driven by the development of artificial intelligence.

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ANDS

ON I

NNOVATION

NDUSTRIES

By combining specialised expertise across different industrial sectors and key technologies, Reply enables its clients to achieve solid, sustainable, and long -

term growth.

UTOMOTIVE

Reply supports leading players in the automotive sector in addressing the profound transformation affecting the entire value chain, combining proprietary and market solutions to enable resilient, AI -

orchestrated supply

chains that support both inbound logi stics (material flows towards production units) and outbound logistics (transport of vehicles to the dealer network). Within production plants, Reply’s solutions optimise and streamline production processes, helping manufacturers effectively respond to gro wing volatility and complexity. Downstream, Reply supports the evolution of customer engagement through new direct sales models, virtual showrooms, and advanced quoting and configuration platforms. These solutions enable a seamless omnichannel experience t hat extends beyond vehicle delivery to the post -

sales phase, with

personalised, data

driven services.

Reply has further strengthened its expertise in on -

board and vehicle control software engineering through the development of the V -

Cycle multi

agent architecture. Combined with the Silicon Shoring delivery model, this approach enables end -

to -

end automation

of the entire automotive development lifecycle. An ecosystem

of AI

powered agents supports critical activities such as requirements definition, code generation, automated testing, and compliance validation. Designed for industrial scalability, this archit ecture helps automakers reduce development times while ensuring high standards of quality, cybersecurity, functional safety, and compliance.

In the field of product engineering, Reply enables the design and industrialisation of software -

defined

vehicles and advanced vehicle -

to -

everything communication solutions based on modular and interconnected digital architectures. Projects focus on areas s uch as cabin monitoring systems, environmental perception, and assisted driving functions, leveraging digital twins and synthetic data. These technologies support the validation of complex scenarios in ultra -

high

fidelity virtual environments, enabling lar ge -

scale testing of critical systems from the earliest stages of development, improving reliability and contributing to greater road safety and the evolution of autonomous mobility.

The application of computer vision, edge AI, and generative AI technologies enables the transition from reactive to proactive maintenance models, focused on preventing breakdowns and optimising fleet operational efficiency. In this context, the vehicle evo lves into an integrated, data -

driven digital services platform, capable of continuously adapting through software updates, AI -

enabled customisation, and

ecosystem

based services throughout the entire lifecycle. Reply’s offering also extends to electric mob

ility

strategies, with solutions for smart charging, battery management, and predictive monitoring of vehicle health.

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NERGY

& U

TILITIES

In the energy sector, the ongoing transition is not limited to the shift to renewable sources alone, but is increasingly influenced by the decentralisation of energy systems and the volatility of markets. Reply operates across the entire value chain, supporting operators in generation, trading, networks and sales in the integrated management of physical asse ts and commercial relationships. The approach combines domain expertise with technological accelerators based on IoT and edge computing, as well as with pathways for adopting generative AI applied to business processes. This integration allows the complexi ty of the energy system to be converted into a measurable competitive advantage.

In the crucial transition from centralised production to a distributed model based on renewable sources and storage systems, Reply leverages operational data as a strategic asset, developing solutions that integrate AI agents to normalise information flows and optimise trading activities on spot, intraday, balancing, and ancillary services markets. Through advanced forecasting and sp ecialised risk models, the solutions developed by Reply ensure regulatory compliance and support decision -

making in contexts of high price volatility. This analytical capability improves the balance between supply and demand, strengthening the

financial an

d operational resilience of energy companies.

In critical infrastructure, Reply ensures grid reliability through digitalisation, which involves both transmission and distribution system operators. The use of robotics, autonomous drones, and computer vision for system inspections reduces risks to perso nnel and ensures continuous monitoring, while edge computing enables the automation of operational processes. Sensorisation of high -

and medium

voltage grids allows for real -

time adaptation of infrastructure. Predictive analytics allows for the early detec tion of anomalies and overloads, improving the stability of smart grids and extending the lifespan of systems.

The solutions developed for the retail market transform the end customer from a simple consumer to an active participant in the energy system: by supporting the creation of engagement tools and the personalisation of commercial offers, Reply accelerates in novation in value -

added services along the entire supply chain. Reply’s expertise extends to the management of decentralised energy resources through Virtual Power Plant solutions and demand response platforms that coordinate charging infrastructure and el ectric vehicles. Reply supports the integration of mobility into the electricity system with vehicle -

to -

grid

technologies and enables dynamic pricing models for sector operators.

INANCIAL

NSTITUTIONS

Reply is an active part of the entire financial services ecosystem (banks, insurance companies, wealth and asset managers, payment operators, consumer credit companies, mobility finance, regulators) and supports the integration of AI as a lever for transfo rming business models, customer experience, and industry productivity. The approach is not limited to automating existing processes: Reply enables the transition from procedural and sequential models to collaborative paradigms in which human and artificial

agents cooperate

in real time to solve complex problems. Conversational interfaces are progressively replacing traditional workflows, allowing specialists to access corporate knowledge, data, and legacy algorithms through agentic AI, which makes knowledge immediately usable and processes radically more agile.

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Reply supports financial institutions in adopting AI in a pragmatic and effective way both through the application of technology for the intelligent automation of established processes and in rethinking service models. Financial institutions are no longer simply building proprietary portals and apps but are adapting to be present where their customers are, integrating with conversational agents who increasingly mediate access to digital services. In the insurance industry, for example, this is radically cha nging the customer experience: from requesting a quote to reporting a claim, interaction becomes more natural, contextual, and personalised through conversational interfaces.

Reply has deployed multi -

agent architectures to orchestrate complex decision -

making and operational processes by coordinating networks of specialists (humans and AI agents) working in parallel on highly complex tasks, such as risk profile analysis, wealth management advisory support, and credit assessment.

Intelligent automation also extends to ICT factories, where AI agents support the entire software development cycle and infrastructure management, significantly increasing productivity and reducing delive ry times. Reply also supports financial institutions in their technological modernisation programmes, helping them overcome the limitations of legacy systems and transition to flexible, scalable, and secure digital infrastructures, enabling

the integration

of advanced AI capabilities in full compliance with industry regulatory frameworks.

Reply supports financial institutions in implementing responsible AI frameworks, ensuring transparency, interpretability, and regulatory compliance in automated decisions. AI -

based solutions also automate complex reporting and data consolidation processes for liquidity and capital risk management, significantly reducing the analysis time required by supervisory authorities. Significant attention is paid to the integration of ESG criteria, supporting financial institutions in sustainability reporting and ali gnment with new regulatory standards, also using AI for the analysis and continuous monitoring of sustainability metrics.

OVERNMENT

& H

EALTHCARE

Reply collaborates with government institutions and local public administrations in several countries to support the transformation of citizen services into efficient and interoperable digital ecosystems. Through the modernisation of information systems an d the development of dedicated vertical solutions, Reply helps optimise and facilitate cooperation between agencies and user access to public and healthcare information.

Its ability to manage highly complex, large -

scale initiatives is reflected, for exampl e, in the support provided to several national drug safety authorities through the implementation of cloud architectures designed to ensure the resilience of critical processes.

Reply had expanded its offering to support the protection of critical infrastructure and technological sovereignty, working alongside the armed forces, public institutions, and healthcare organisations. Particular attention was paid to strengthening cyber resilience through the adoption of AI -

based technologies that enable continuous monitoring of strategic assets and strengthen threat prevention and critical infrastructure security management processes.

In the healthcare sector, Reply supports organisations in leveraging AI to simplify the management of care protocols and regional and national regulations, which are characterised by high complexity and frequent updates. Machine learning solutions, for exa mple, make it possible to automatically analyse regulatory documentation and promptly identify the actions required to ensure compliance. This approach contributes

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to more effective service planning and the maintenance of high standards of accountability, security and data protection, promoting conscious and sustainable digital innovation.

At the same time, AI enables the creation of advanced tools to enhance clinical information, such as intuitive dashboards that summarise data from medical records while keeping the physician at the centre of the

decision

making process and contributing to more effective and safer healthcare. In this context, the advanced processing of large volumes of biomedical and radiomic data represents a central element of the clinical innovation enabled by Reply: through specialised platforms such as X -

RAIS Reply, hea

lthcare

professionals are supported in the interpretation of diagnostic images, such as X -

rays and CT scans, improving the accuracy of early diagnosis. Moreover, solutions such as Ticuro Reply enable continuous patient monitoring and the personalisation of therapeutic pathways.

OGISTICS

In the logistics sector, AI is evolving the way processes and operations are designed, managed, and executed across the entire supply chain. The growing complexity of physical and information flows, the integration of physical and digital channels, and the spread of next -

generation automation systems now require platforms capable of consistently coordinating people, technologies, and operational decisions. In this context, Reply supports logistics operators and companies operating in various industries in e volving their supply chain models towards more efficient, resilient, and adaptive structures.

In warehouses and distribution centres, Reply’s algorithms support picking optimisation, dynamic inventory management, and resource allocation, while computer vision solutions monitor operational flows and identify anomalies in sorting and handling process es. Artificial intelligence is also used for demand analysis, capacity planning, and transportation management, contributing to more accurate and timely decisions even under complex operational constraints.

These applications help overcome fragmented operations management, enabling coordinated governance of logistics processes based on data, insights, and predictive models. Orchestrating flows along the supply chain improves operational precision, resource ut ilisation, and the ability to adapt to unforeseen events, with positive impacts on business performance and the overall sustainability of logistics and production activities.

The technological cornerstone of Reply’s logistics offering is the LEA Reply modular platform, designed to manage complex logistics processes in international contexts. Recognised by several market analysts as a global benchmark for logistics and warehouse management systems, LEA Reply currently supports leading companies in the automotive, fashion, retail, and food & beverage sectors, guiding them in the transformation of their supply chains towards more integrated and sustainable operating models.

ANUFACTURING

Reply positions itself as a strategic partner for manufacturing companies with a strong focus on innovation, enabling the development of advanced cognitive manufacturing solutions based on agentic AI. Through intelligent platforms, Reply enables the evolut ion of the entire production lifecycle, fostering autonomous and

context

aware decision

making across different industrial domains. By combining technological excellence

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with deep process expertise, Reply develops agentic platforms designed to rapidly enable intelligent, scalable and reusable use cases. The goal is to transform production units into interconnected and data -

driven environments, capable of overcoming informa tion fragmentation and optimising production capacity, quality, and maintenance, ensuring full visibility into overall plant performance.

For granular control of factory operations, Reply offers modular solutions that integrate consolidated experience with leading market application platforms for ERP, MRP, PLM, Planning and Forecast with its proprietary Brick Reply solution, an advanced MES/ MOM system for managing the execution, planning, and orchestration of production processes. In 2025, Brick Reply industrialised native agentic AI capabilities to accelerate decision making processes and enable a deeper understanding of production phenomena through predictive analysis, contextual suggestions and adaptive automation. In parallel, Axulus Reply scales Industrial IoT initiatives, governing frameworks, workflows and reusability in complex production environments. Thanks to AI, Brick Reply and Axu lus Reply can operate synergistically, enabling them to query complex data in natural language, obtain immediate insights, and trigger operational and strategic actions directly in the field.

Managing physical flows to support production lines is another cornerstone of Reply’s offering. Through proprietary and market -

leading solutions, enhanced by intelligent and autonomous features, Reply enables efficient production logistics, ensuring timely supply and end -

to -

end component traceability. Dynamic optimisation of supply and storage reduces inefficiencies and waste, maintains alignment with production plans even in variable scenarios, and improves operational and energy sustainability.

Production improvement is supported by the adoption of edge AI and computer vision technologies, which bring intelligence directly to the production lines, enabling real -

time analysis and decision -

making. This

approach enables high -

precision automated qual ity controls, capable of identifying defects that cannot be detected manually, and predictive maintenance solutions that intercept early signs of failure, reducing plant downtime and improving operational continuity and overall efficiency.

ETAIL

& L

UXURY

In the innovation journey shaping the retail, fashion and luxury sector, Reply supports leading global brands throughout the entire transformation process, from redefining the customer experience to evolving operating and business models. By combining deep vertical knowledge of the retail, fashion and luxury industries with end -

to -

end technological expertise and a long -

term architectural vision, Reply enables brands to operate in an increasingly omnichannel, data -

driven and experience -

centric environment, w

ithout compromising

identity, exclusivity or service quality.

Reply supports retailers in the transition from fragmented models to integrated omnichannel ecosystems,

where e

commerce, physical stores and mobile operate seamlessly, customer data is shared and decisions become faster and more contextual. This lays the foundation for the transition from simple automation to “smart” retail, where technology becomes a competitive differentiator.

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Reply continues to advance a new paradigm based on agentic AI, overcoming the limitations of traditional solutions across customer service and contact centres, clienteling and sales force support, inventory management, dynamic pricing, logistics and replenishment, operations, and back -

office functions. AI is a key element in enhancing both the end customer experience and internal efficiency, introducing conversational e -

com merce and natural language product search, dynamic interaction personalisation, automatic creation of content consistent with the brand tone, and real -

time support for sales and customer service.

A further differentiating element of the Reply offer is the integration of AI with 3D technologies, digital twins and immersive environments, enabling advanced configuration scenarios and real -

time customisations,

supporting virtual try -

ons, digital showro oms and immersive pop -

ups and extending the concept of endless aisle in a natural and engaging way. The combination of generative AI and 3D allows brands to move from a simple product visualisation to a narrative and interactive experience, where customers

can explore,

customise, and understand the item’s value before purchasing.

ELCO

& M

EDIA

Reply supports leading European telecommunications companies in diversifying their portfolios and transitioning to new sustainable business models, supporting them in the design of processes and application architectures based on artificial intelligence. R eply continues to strengthen its presence in infrastructure areas, with specialised expertise in network engineering, operations, testing, and validation to support network evolution.

The multi

agent architectures designed by Reply enable efficient development of Business Support Systems (BSS) and Operations Support Systems (OSS), creating flexible solutions and optimising integration with legacy systems. The adoption of AI fosters the creation of new services and the enhancement of existing ones: agentic AI architectures integrate automated tasks and workflows, allowing operators to quickly respond to customer needs. Customer care services are becoming increasingly conversational, thank s to the use of specialised AI models, which enable seamless and personalised interactions while improving operational efficiency.

Reply supports telcos’ transition to a software -

based operating model by transforming the network access layer into distributed, cloud -

native, and disaggregated edge platforms. The complex geopolitical landscape makes the adoption of a “security by design” approach essential: Reply ensures the resilience of critical infrastructures by integrating cybersecurity directly into the network architecture, protecting strategic assets and enabling operators to evolve into technology hubs capable of managing the ent ire stack securely and reliably.

In the media sector, Reply supports publishers in modernising their operating models through the development of agentic AI frameworks aimed at increasing productivity and time -

to -

market. Reply experts support publishing companies in creating innovative con tent, particularly for social media and advertising, optimising the time and costs of editorial processes such as copywriting, audio generation, and video production. This integration accelerates production and allows publishers to offer hyper -

personalised

content

based on user preferences and real -

time data analysis.

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AI -

OWERED

ERVICES

Having become a structural component of new enterprise architectures, artificial intelligence lies at the core of Reply’s services, enabling the development of new processes, products and business models capable of generating tangible value for clients.

NOWLEDGE

ANAGEMENT

AI is profoundly changing the way companies organise, analyse, and leverage their information, both structured and unstructured. Knowledge management is no longer limited to simple document storage or search but is evolving towards the construction of dyna mic knowledge ecosystems capable of supporting complex reasoning and operational decisions. Reply has invested in the specialisation of AI models to build vertical knowledge networks, specific to each client and each industrial context: the primary objecti ve is to enable AI agents to understand the business domain, interpret technical and business documents, integrate multimodal input, and transform fragmented content into coherent logical entities.

The use of increasingly verticalised large language models for industry enables the development of advanced conversational systems capable of extracting, reaggregating, and redistributing knowledge in a contextualised form. Through integration with vector databases and Retrieval -

Augmented Generation (RAG) architectures, corporate data is transformed into structured semantic representations, offering a conceptual vision of different knowledge domains. Based on this foundation, Reply further strengthens the e

ffectiveness

of its models through targeted fine -

tuning activities, specialising them on the client’s application domain and priority use cases. This allows it to go beyond simple contextual information retrieval, improve consistency and reasoning, and ens ure more precise alignment with the company’s actual processes. This approach is complemented by the adoption of continuous learning logics: each interaction and process generates new structured knowledge, fuelling the progressive improvement of models and execution policies. The result is a dynamic system capable of adapting to the company’s actual operational needs over time, while optimising performance quality and cost sustainability.

The evolution of knowledge management is thus resulting in the digitisation of entire workflows: the adoption of specialised agents is leading to the creation of new application architectures, in which hybrid teams, composed of human operators and agents, collaborate on complex processes. In the financial sector, for example, specialised agents can automate the management of commercial documents, support regulatory compliance, and synthesise complex reports into operational insights. In customer service, ag

ents are

progressively specialising thanks to the historical database of interactions, improving the quality of responses and reducing resolution times.

The ecosystem of partnerships and proprietary platforms allows Reply to integrate open -

source, multimodal,

and on

premises models based on the specific needs of client companies, ensuring high standards of security, regulatory compliance, and operational s ustainability. The development and progressive industrialisation of agentic solutions are supported by strategic partnerships with leading hyperscalers and new agreements with international technology leaders. Reply also consolidated its proprietary Neuron

s Reply

platform, evolving it into a central infrastructure for the creation, management, and orchestration of agentic AI solutions within the enterprise. Neurons Reply enables users with varying skill levels to aggregate,

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customise, and orchestrate agents to support business processes within a secure, compliance -

ready

framework.

REBUILT

AI A

PPS The traditional model of enterprise software use, based on the configuration of large, monolithic applications like ERP and CRM that impose linear processes and static interfaces, is evolving towards agentic AI architectures. In this new setup, legacy syst ems retain their role as data providers, while interaction management is handled through agents: the “application” is no longer a closed product that predefines every operational step, but becomes a dynamic composition of services in which the interface and execution logic are assembled in real time, based on the specific user intent and the context of the available data.

Reply’s Prebuilt AI Apps fit into this scenario: a suite of preconfigured agentic systems that industrialise generative AI into ready -

to -

use solutions that can be easily integrated into the existing application ecosystem.

Based on modular multi -

agent archi

tectures, curated datasets, and standard connectors to third -

party

sources and legacy systems such as ERPs and document platforms, Prebuilt AI Apps simplify access to information, improve decision -

making quality, and increase operational efficiency.

By extending the use of AI to higher -

value processes, Prebuilt AI Apps represent a concrete path from experimentation to widespread adoption, with measurable results and stable integration into core business processes. The solutions are already operational in various fields: in the insurance industry, they streamline claims management by transforming documents and reports into structured data; in procurement, they automate quote analysis and contract comparison; in HR, they enable virtual assistants and ski

ll intelligence

tools; and in marketing, they enrich campaign briefs with insights into trends, customers, and competitors.

Prebuilt AI Apps increase productivity in information -

intensive functions, reduce decision -

making times

through intelligent document comprehension and synthesis, reduce operating costs by automating repetitive tasks, and improve the user experience thanks to intuitive, conversational interfaces. They facilitate rapid adoption, without complex infrastructure interventions, generating tangible benefits in terms of operational efficiency and reduced manual workload right from the early stages of implementation .

ILICON

HORING

The integration of AI into the software development lifecycle (SDLC) is evolving rapidly: from the tactical use of simple programming assistants to a strategic approach based on ecosystems of autonomous agents. In application factories, the role of AI is e xpanding from the mere execution of repetitive coding tasks to the proactive management of the various phases of the SDLC, enabling improvements in workflows, development timelines, and software quality. Reply has introduced the Silicon Shoring delivery mo

del, which

presents itself as a strategic alternative to offshoring, thanks to the efficiency of AI agents.

Silicon Shoring is available in two main configurations to adapt to different regulatory environments and the specificities of each industry sector: the “In -

house” model enhances internal IT capabilities by integrating agents directly into the client compa ny’s infrastructure; the “Managed” model offers a turnkey software factory managed entirely by Reply. This operational flexibility is useful in addressing various critical scenarios such

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as the rapid development of greenfield solutions, the modernisation of legacy systems, and application maintenance, which can evolve with predictive logic.

The technological engine behind this service model is Silicon Reply, a proprietary multi -

agent system

designed to define increasingly autonomous software factories through a suite of over sixty AI agents.

Coordinated teams, made up of agents specialised in requirements analysis, development, testing, and infrastructure management, collaborate to cover the entire SDLC. Reply agents securely connect to internal knowledge sources such as code repositories and technical documentation, ensuring that each output is contextualised, secure, and compliant with industry regulations.

Reply’s experience shows that adopting these technologies requires profound change management to support IT professionals and functional staff in the new way of working and interacting with agents. Reply supports client companies on this journey, encouragi ng the development of skills and the maintenance of corporate knowledge bases. Process automation is simultaneously balanced by rigorous governance and an architectural oversight that ensures compliance with company standards, fostering its evolution.

LOUD

& I

NFRASTRUCTURE

Reply supports the evolution of infrastructures and the transformation of legacy applications towards cloud -

native architectures, working with leading hyperscalers: AWS, Google, Microsoft, and Oracle. The approach focuses on creating hybrid and multi -

cloud

infrastructures, where data can flow between different providers, ensuring resource scalability. Strategic collaboration with leading SaaS vendors (SAP, Salesforce, Adobe) rounds out the offering, enabling companies to integrate mission -

critical applicati

ons into innovative environments.

Reply is specialised in managing cloud and AI cost volatility through FinOps models adopted by companies operating across various sectors. Optimisation goes beyond spending monitoring to include resource right -

sizing and transaction -

level cost analysis, al lowing companies to accurately understand the infrastructure’s impact on each operation and allocate costs precisely. Using GreenOps also allows companies to monitor and reduce the carbon footprint of cloud services by optimising computing cycles to reduce energy consumption, combining economic efficiency with environmental responsibility.

Reply’s experience highlights a growing interest in predictive infrastructure management. Through AIOps, systems continuously monitor logs and performance, identifying early signs of malfunction before operational disruptions occur. The adoption of self -

he aling capabilities is increasing, enabling automatic service restarts or resource reallocation in the event of an error. AI is also used to analyse infrastructure code to prevent misconfigurations or vulnerabilities, significantly reducing the risk of data breaches.

Reply continues to support companies in integrating edge AI and edge computing solutions, bringing computing power directly to where data is generated and used, such as warehouses, factories, or retail outlets. This computing architecture has proven essent ial for low -

latency applications, such as robotic control, smart camera management, or real -

time quality inspection. The central cloud maintains the coordination and analysis role, while the edge ensures the immediate execution of field operations, enablin g resilient, scalable,

and high

performance systems.

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ECURITY

& AI

OVERNANCE

The adoption of artificial intelligence represents a strategic pillar for cybersecurity, enabling the shift from a predominantly reactive defence to a proactive posture. Reply integrates advanced machine learning and analytics algorithms into digital infra structures to identify vulnerabilities, anomalous behaviour, and attack patterns in real time. Thanks to this ability to process and correlate large volumes of data and network traffic, it is possible to detect complex threats and zero -

day attacks that elu de traditional security systems. This approach strengthens the protection of enterprise systems, significantly improving detection and response times to security incidents.

Alongside “AI for Security” as a defence tool, Reply has structured the “Security for AI” domain, focusing on governance, risk management, compliance, and protection of AI models, agents, and architectures. Reply experts are supporting client companies in adapting to new regulatory frameworks such as the European AI Act and in adopting frameworks and controls that ensure safe, reliable, transparent, and ethical AI systems throughout their lifecycle.

In this context, AI red teaming plays a central role in testing the robustness of algorithms against adversarial attacks, data manipulation, and model drift risks. These activities are conducted at all stages: design, development, testing, and production, to ensure that innovation does not introduce new attack surfaces. At the same time, Reply adopts a “security by design” approach, integrating security into software development processes through DevSecOps methodologies enhanced with intelligent agents. AI is also used to orchestrate automated penetration tests and large -

scale static code analyses, accelerating compliance checks with security standards from the initial project stages.

In Reply’s experience, AI is also an enabling and cross -

cutting element for the protection of industrial environments and connected products, helping to reduce threat detection and incident response times.

Specifically, AI

based systems continuously monito r IoT and OT networks, ensuring operational continuity and preventing intrusions into critical production and logistics systems. This technological support is complemented by strategic analysis services, including geopolitical intelligence, used to assess

the impact

of highly volatile international scenarios on the supply chain and corporate operations.

D ATA

& A

NALYTICS

Reply continues its commitment to supporting companies in unlocking the value of data and adopting artificial intelligence, guiding them in an environment characterised by increasing technological, regulatory, and market complexity. Reply’s approach is bas ed on integrating data into key company processes, with the aim of fostering greater awareness, decision -

making reliability, and the ability to adapt over time. In this scenario, data remains a central element of digital transformation, while artificial in telligence is emerging as a structural factor in organisational and operational models.

The latest innovations in AI, including multimodal solutions, are expanding the possibilities for using corporate information and helping make business systems more flexible, intuitive, and decision -

support

oriented.

Reply’s team are increasingly focusing on approaches that enable responsible innovation, with particular attention to security, information protection, and compliance.

20 –

Half Year Financial Report as

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One area of significant growth has been synthetic data, adopted by Reply to overcome limitations related to the scarcity of real data and confidentiality and compliance constraints. Synthetic data allows AI models to be trained in secure environments, simu lating complex scenarios or rare events not present in historical datasets.

This approach helps reduce algorithm bias, improves the fairness and representativeness of models, and avoids the exposure of sensitive information. The use of artificial datasets also allows companies to experiment with new features and assess risk scenarios with greater flexibility and speed, significantly reducing costs and data acquisition times.

Reply’s experience in data and analytics now represents a long -

term strategic infrastructure, comparable to a core industrial technology, designed to support the evolution of business models and digital services. The ability to govern these elements consis tently and reliably is an enabling factor for the competitiveness and resilience of client companies. Reply will continue to invest in developing skills, methodologies, and technological vision, supporting clients in building solid data foundations for the progressive and informed adoption of artificial intelligence.

MNICHANNEL

XPERIENCE

The evolution of user experience is moving beyond traditional web and mobile interfaces to increasingly focus on conversational systems that redefine the ways brands and users interact. Reply supports this evolution by combining service design, technology architectures and process consulting to build scalable infrastructures, capable of supporting dynamic business models. This strategy provides companies with the flexibility needed to respond to market fluctuations while ensuring rigorous service and brand

consistency

throughout the entire customer journey, from discovery to loyalty. Service personalisation is also enhanced by AI, which supports real -

time data analysis to drive recommendation engines capable of instantly adapting promotions to the user’s con text.

At the production level, generative AI is radically changing the content value chain, optimising marketing processes through the automation of creative production, with significant potential for scaling the production of increasingly personalised digital a ssets. The integration of advanced text -

to -

video and text -

to -

image

models into structured workflows allows for the generation of high -

resolution multimedia variants, drastically reducing the time -

to -

market of global campaigns and reducing production costs.

Reply is actively exploring and supporting the adoption of Generative UI, a paradigm that enables the real -

time creation of entire user interfaces, overcoming the limitations of predefined structures by dynamically generating interactive elements, maps, si mulations, and rich formats based on user intent. This approach transforms the outputs of AI models and platforms into tailored visual experiences, offering more immediate, contextual, and effective modes of interaction compared to traditional formats.

The convergence of physical and virtual contributes to the evolution of the omnichannel experience, leveraging spatial computing and immersive technologies. Reply develops innovative pipelines for the

production of

three

dimensional assets by combining full -

body motion capture with applied generative models. One area of convergence between these three -

dimensional capabilities and artificial intelligence is that of digital humans, widely used both as a conversational interface for accessing corporate knowledge and training, and in customer interaction during pre -

sales and post -

sales support.

21 –

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HYSICAL

AI AI applied to the physical world is opening a new phase in the evolution of spatial intelligence, namely the ability of systems to understand and interact with the surrounding environment. In this context, “world models” represent the foundational architec ture of intelligent physical devices, enabling them to learn the laws of physics and predict the outcomes of actions without relying on preconfigured static maps. At the core of these systems is computer vision, which transforms raw sensory inputs from hig h -

resolution cameras, LiDAR and tactile sensors into a true spatial understanding. Advanced deep learning algorithms then enable real -

time object recognition and scene interpretation, providing the perceptual foundation required for

autonomous decision

mak ing in complex and unstructured scenarios typical of urban and industrial environments.

In industrial and logistics contexts, Physical AI is being applied through the use of autonomous mobile robots (AMRs), inspection drones, and collaborative robots (cobots) designed to optimise production flows. These systems automate high -

risk tasks such as monitoring critical infrastructure or operations in hostile

environments, increasin

g operator safety and operational resilience. The integration of intelligent sensors and visual inspection systems also fuels predictive maintenance models that reduce downtime and optimise goods movement, ensuring high levels of reliability and business c ontinuity through constant monitoring and rapid response to unexpected events.

AI also supports the adoption of digital twins and high -

fidelity simulated environments where algorithms are trained to perform complex tasks before being deployed on physical hardware, including humanoid robotic systems. These simulations generate synthet ic data that replicate real -

world conditions, including rare or dangerous edge cases that cannot be physically captured, bridging the gap between simulation and reality.

In the short term, teleoperation serves as a crucial bridge to full autonomy, allowing human operators to guide robotic systems through complex tasks and generating high -

quality demonstration data for training.

Driven by the growing integration of AI, connected products and services are rapidly expanding, Reply supports companies in developing AI -

powered IoT ecosystems, from smart homes and digital healthcare to smart vehicles equipped with virtual assistants and predictive diagnostic capabilities. The integration of natural language processing technologies now enables interaction via intuitive voice interfaces, improving the user experience and contributing to energy efficiency optimisation. Connectivity enables

advanced

servitisation models, transforming physical products into services managed and monitored remotely throughout their lifecycle.

INTERIM FINANCIAL REPORT

2026

23 –

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une 2026

FINANCIAL REVIEW OF THE GROUP

INTRODUCTION

The Half

Year condensed report for the period ended June 30,

2026

has been prepared in accordance with the Legislative Decree. 58/1998, as amended, and the ”Regolamento Emittenti” issued by Consob.

The Report also conforms with the requirements of the International Financial Reporting Standards (“IFRS”) issued by International Accounting Standards Board (“IASB”) adopted by the European Union and has been prepared in accordance with IAS 34 –

Interim F

inancial Reporting.

TREND OF THE FIRST HALF

Since the start of the year, the Group has recorded a consolidated turnover of €1,311.9 million which is an increase of 7.4% compared to the same period in 2025.

All indicators are positive for the period. In the first half of 2026 consolidated EBITDA of €233.2 million compared to the €223.7 million recorded in 2025 and corresponds to 17.8% of turnover.

EBIT, from January to June, was €189.7 million (€188.4 million in 2025), corresponding to 14.5% of turnover.

Pre -

tax profit, from January to June 2026, was €194.1 million (€179.4 million in 2025), corresponding to 14.8% of turnover.

As regards the second quarter of 2026, the Group's performance was also positive, with consolidated turnover for the period of €667.0 million, up by 8.7% compared to 2025.

EBITDA, from April to June 2026, amounted to €121.2 million, with EBIT of €94.6 and pre -

tax profit of €94.3 million.

As at 30 June 2026 the Group's net financial position was positive for €402.0 million, while at 31 March 2026 was positive for €643.0 million. The financial position at 31 December 2025 was positive for €467.6 million.

The first

half

results confirm a trend that in now well -

established: investments in technology are increasingly focusing on AI initiatives that have a direct impact on companies’ competitiveness. Artificial intelligence has become a structural component of growth strategies and is accelerating the convergence of software, data and domain expertise. In this context, Reply has established itself by leveraging a model that combines innovation, specialisation and speed of execution.

Over the past few months we have witnessed a very profound change within companies. Artificial intelligence is not replacing people, but it is redefining the way digital systems are designed

and developed,

reshaping

the role of software and the

professiona

ls who build it. The ability to orchestrate networks of intelligent agents, supported by increasingly specialised and contextualised models, is opening a new phase in application development and the organisation of business processes.

In this new landscape Reply value will be increasingly determined by the ability to design and governe intelligent ecosystems. Reply will continue to invest in this vision by developing expertise, platforms and new models. The aim is to support companies i n transforming artificial intelligence from a collection of one -

off initiatives into a widespread, reliable and governable industrial capability, embedded in processes, products

and decision

making.

24 –

Half Year Financial Report as

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une 2026

RECLASSIFIED CONSOLIDATED STATEMENT OF INCOME

Starting from the third quarter of 2025, for management purposes only, the Group has reclassified, under operating revenues, public grants related to funded projects amounting to 11,135 thousand Euros as of June 30, 2025. Public grants had previously been recorded as a reduction in labour costs.

This reclassification has no impact on EBITDA and allows for a more consistent representation of the overall volume of industrial and research activities carried out internally, highlighting the contribution of funded projects to the Group’s operating perf ormance.

Reply’s performance is shown below in the following reclassified consolidated income statement of the first half and is compared to the corresponding figures of the previous year:

(thousand Euros)

1st half 2026 % 1st half 2025 %

Revenues

1,311,932

100.0 1,221,260

100.0 Purchases

(23,808)

(1.8)

(29,031)

(2.4)

Personnel

(727,788)

(55.5)

(688,495)

(56.4)

Services and other costs

(327,889)

(25.0)

(298,013)

(24.4)

Other operating (costs)/income 801 0.1

17,943

1.5

Operating costs

(1,078,683)

(82.2)

(997,596)

(81.7)

Gross operating income (EBITDA)

233,249

17.8 223,664

18.3

Amortization, depreciation and write -

downs

(35,464)

(2.7)

(52,369)

(4.3)

Fair value adjustments to deferred consideration

(8,114)

(0.6)

17,087

1.4 Operating income (EBIT)

189,670

14.5 188,382

15.4

(Loss)/gain on investments

(244)

(0.0)

Financial income/(expenses)

4,681

0.4

(8,969)

(0.7)

Income before taxes

194,107

14.8 179,413

14.7 Income taxes

(61,051)

(4.7)

(53,824)

(4.4)

Net income

133,056

10.1 125,589

10.3 Non -

controlling

interests

(1,216)

(0.1)

(834)

(0.1)

Net income of the Parent company

131,841

10.0 124,755

10.2 25 –

Half Year Financial Report as

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une 2026

RECLASSIFIED CONSOLIDATED STATEMENT OF INCOME OF THE SECOND

QUARTER

Reply’s second quarter performance is shown below in the following reclassified consolidated income statement and is compared to corresponding figures of the previous second quarter:

(in migliaia di euro) Q2

2026

% Q2

2025

Revenues

666,971

100.0 613,719

100.0 Purchases

(12,137)

(1.8)

(13,436)

(2.2)

Personnel

(368,869)

(55.3)

(362,068)

(59.0)

Services and other costs

(165,335)

(24.8)

(136,328)

(22.2)

Other operating (costs)/income 604 0.1

16,467

2.7

Operating costs

(545,738)

(81.8)

(495,365)

(80.7)

Gross operating income (EBITDA)

121,233

18.2 118,354

19.3

Amortization, depreciation and write -

downs

(18,502)

(2.8)

(35,750)

(5.8)

Fair value adjustments to deferred consideration

19,2%

Region 1

Region 2

Region 3

62.5%

18.6%

18.9%

Region 1

Region 2

Region 3

59.6%

31.6%

8.8%

Technologies

Applications

Processes

60.5%

29.2%

10.3%

Technologies

Applications

Processes

27 –

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une 2026

TREND IN KEY ECONOMIC INDICATORS

ANALYSIS OF THE FINANCIAL STRUCTURE

The table below illustrates the Group’s financial structure as at 30

June

2026, compared to 31

December

2025

(thousand Euros)

30/06/2026

31/12/2025

Change

Current assets

953,393

1,010,842

(57,449)

Current liabilities

(838,873)

(890,020)

51,147

Working capital, net (A)

114,520

120,822

(6,302)

Non current assets

1,157,528

1,112,250

45,277

Non current liabilities

(159,381)

(210,586)

51,205

Fixed capital (B)

998,146

901,664

96,482

Invested capital, net (A+B)

1,112,666

100.0 1,022,486

100.0 90,180

Shareholders' equity (C)

1,514,685

136.1 1,490,064

145.7 24,621

NET FINANCIAL POSITION (A+B

(402,019)

(

36.1

)

(467,577)

(

45.7

)

65,559

Net invested capital as at

30 June

2026, amounted to 1,112,666 thousand Euros and was funded by Shareholders’ equity for 1,514,685 thousand Euros and by available overall funds of 402,019 thousand Euros.

It is to be noted that net invested capital includes Due to minority shareholders and Earn -

out for a total of 63,192 thousand Euros (45,250 thousand Euros as at 31 December 2025); this item is not included in the net financial managerial position. For the ESMA Net financial indebtedness see note 30.

28 –

Half Year Financial Report as

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une 2026

The following table provides a breakdown of net working capital:

(thousand Euros)

30/06/2026

31/12/2025

Change

Work in progress

283,046

83,489

199,557

Trade receivables

35,689

792,089

(

256,399

)

Other

assets

134,657

135,265

(607)

Current operating assets (A)

953,393

1,010,842

(57,449)

Trade payables

175,384

179,828

(4,444)

Other liabilities

663,489

710,192

(46,703)

Current operating liabilities (B)

838,873

890,020

(51,147)

Working capital, net (A -

114,520

120,822

(6,302)

% return on

revenue

4.4%

4.9%

NET FINANCIAL MANAGERIAL POSITION AND CASH FLOWS STATEMENT

(thousand Euros)

30/06/2026

31/12/2025

Change

Cash and cash equivalents, net

512,754

571,702

(58,948)

Current financial assets

69,057

70,227

(1,170)

Due to banks

(11,856)

(13,159)

1,302

Due to other providers of finance

(140)

(150)

9 Financial liabilities IFRS 16

(34,510)

(34,724)

215

Short

term financial position

535,304

593,896

(58,592)

Due to banks

(27,936)

(32,321)

4,385

Due to other providers of finance -

(75)

75 Financial liabilities IFRS 16

(105,350)

(93,923)

(11,427)

M/L term financial position

(133.285)

(126.319)

(6.967)

Total net managerial financial position

402.019

467.577 (65.559)

29 –

Half Year Financial Report as

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une 2026

Change in the item cash and cash equivalents is summarized in the table below:

(thousand Euros)

30/06/2026

Cash flows from operating activities (A)

120,866

Cash flows from investment activities (B)

(38,507)

Cash flows from financial activities (C)

(140,666)

Change in cash and cash equivalents (D) = (A+B+C)

(58,30

8 ) Cash and cash equivalents at beginning of period (*)

571,072

Effects of exchange rate differences on cash and cash equivalents 640 Cash and cash equivalents at year end (*)

512,754

Total change in cash and cash equivalents (D)

(58,308)

(*) Liquid assets and cash equivalents net are net of current account overdrafts

The complete consolidated cash flow statement and the details of cash and other cash equivalents net are set forth below in the financial statements.

30 –

Half Year Financial Report as

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OTHER INFORMATION

RESEARCH AND DEVELOPMENT ACTIVITIES

Reply offers high technology services and solutions in a market where innovation is of primary importance.

Reply considers research and continuous innovation a fundamental asset in supporting clients with the adoption of new technology.

Reply dedicates resources to Research and Development activities in order to project and define highly innovative products and services as well as possible applications of evolving technologies. In this context, Reply has developed its own platforms.

Reply has important partnerships with major global vendors so as to offer the most suitable solutions to different company needs. Specifically, Reply boasts the highest level of certification amongst the technology leaders in the Enterprise sector.

INTERGROUP TRANSACTIONS AND WITH RELATED PARTIES

During the period, there were no transactions with related parties, including intergroup transactions, which qualified as unusual or atypical. Any related party transactions formed part of the normal business activities of companies in the Group. Such tran sactions are concluded at standard market terms for the nature of goods and/or services offered, these transactions took place in accordance with the internal procedures containing the rules aimed at ensuring transparency and fairness, under Consob Regulat ion 17221/2010.

The company in the notes to the consolidated financial statements provides the information required pursuant to Art. 154 -

ter of the TUF [Consolidated Financial Act] as indicated by Consob Reg. no. 17221 of 12 March 2010, indicating that there were no signi ficant transactions concluded during the period as defined by Art. 4, paragraph 1, let a) of the aforementioned regulation that have significantly affected the Group’s financial or economic position. The information pursuant to Consob communication of 28 J uly 2006 are presented in the annexed tables herein.

HUMAN RESOURCES

A s at 30

June 2026

the number of employees of the Group was

17,297

with an increase of 673 compared to 31 December 2025 and an increase of 1,036 resources compared to 30 June 30 2025.

RISK MANAGEMENT

With regard to the information required by Article 2428 of the Italian Civil Code in relation to risk management, please refer to the specific disclosure on the condensed half -

year consolidated financial statements as at 30 June 2026 entitled "NOTE 3 Risk Management".

31 –

Half Year Financial Report as

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une 2026

PILLAR 2

Following the publication by the Organisation for Economic Co -

operation and Development (OECD) and the Inclusive Framework of the document “Tax Challenges Arising from the Digitalisation of the Economy – Administrative Guidance on the Global Anti -

Base Eros

ion Model Rules (Pillar Two)”, the European Commission adopted EU Directive No. 2022/2523 on global minimum taxation for multinational enterprise groups. In implementation of this Directive, Italy enacted Legislative Decree No. 209/2023, followed by

subseq

uent implementing measures. The national provisions apply to tax periods beginning on or after 31 December 2023 and, therefore, for the Group from the 2024 financial year.

The Pillar Two rules are intended to ensure that multinational groups are subject to a minimum effective tax rate of at least 15% in each jurisdiction in which they operate.

The Group falls within the scope of the Pillar Two regulations and applies the mandatory temporary exception introduced by the amendments to IAS 12, which allows entities not to recognise deferred taxes related to the implementation of the Pillar Two rules .

In this context, analyses have been carried out to assess the likelihood that, in the jurisdictions in which the Group operates, the requirements for the application of the transitional simplified regime (so -

called “Safe

Harbour”) are met.

During the first half of the year, the Company continued to actively monitor and manage significant impacts for the purposes of the second pillar (Pillar 2) of the Basel regulatory framework. In the absence of relevant regulatory updates, it was not necess ary to proceed with the update of the safe harbour test, which remains unchanged from the previous assessment.

32 –

Half Year Financial Report as

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une 2026

EVENTS SUBSEQUENT TO 30 JUNE 2026

On 14 July 2026, the Group completed the acquisition of 100% of the share capital of FedTec LLC, a U.S.

company operating in the fields of digital solutions, infrastructure services, and cybersecurity for U.S.

federal government agencies, as well as in the defence sector.

As the acquisition was completed after the end of the reporting period, it has no effect on the financial information as of 30 June 2026. Furthermore, the transaction is not significant in relation to the size of the Group and, accordingly, is not expected to have a material impact on the Group's financial position or financial performance.

At the date these Interim Financial Statements were authorised for issue, the Purchase Price Allocation ("PPA") had not yet been finalised. Accordingly, the amounts recognised for the identifiable assets acquired and liabilities assumed are provisional and may be revised during the measurement period in accordance with IFRS 3.

33 –

Half Year Financial Report as

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une 2026

OUTLOOK ON OPERATIONS

The results achieved in the first half of the year, together with the Group's solid financial position and the current visibility on business performance, support a positive outlook for the remainder of the year.

Reply

will continue to pursue sustainable growth while maintaining a disciplined approach to cost management, capital allocation and cash generation.

Turin, July 30, 2026 /s/ Mario Rizzante

For the Board of Directors

The Chairman

Mario Rizzante

HALF YEAR CONDENSED

FINANCIAL STATEMENTS

30 JUNE

202 6

35 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED INCOME STATEMENT (*)

(thousand euros)

Note

1st half 2026 1st half 2025

2025

Revenues

1,295,533

1,210,125

2,449,991

Other income

19,619

14,843

49,471

Purchases

(23,808)

(29,031)

(46,872)

Personnel

(727,788)

(688,495)

(1,376,509)

Services costs

(331,109)

(301,721)

(630,440)

Amortization, depreciation and write -

downs

(35,464)

(52,369)

(89,359)

Other operating (costs)/income 11 801

17,943

21,997

Fair value adjustments to deferred

consideration

(8,114)

17,087

13,411

Operating income

189,670

188,382

391,689

(Loss)/gain on investments 13

(244)

(8,478)

Financial expenses

14 (

7,218

)

(17,932)

(29,608)

Financial income

11,899

8,963

16,093

Income before taxes 15

194,107

179,413

369,696

Income taxes

(61,051)

(53,824)

(117,106)

Net income

133,056

125,589

252,591

Non -

controlling

interest

(1,216)

(834)

(1,702)

Net income of the Parent company

131,841

124,755

250,889

Earnings per share 16

3.58

3.33

6.73

(*) Pursuant to Consob Regulation No. 15519 of 27 July 2006, the effects of related -

party transactions on the Consolidated statement of income are reported in the Annexed tables herein and fully described in Note 3 7 .

(**) For ease of presentation and to improve the comparability of the income statement, certain comparative figures have been

reclassified

. These

not

material

reclassifications have no impact on the amounts previously reported or on the Group's profit for the period.

36 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(thousand Euros)

Note

1 st

half 2026

1 st

half 2025

Profit of the period (A)

133,056

125,589

Other comprehensive income that will not be reclassified subsequently to profit or loss Actuarial gains/(losses) from employee benefit plans

(2,076)

1,482

Tax effect of gains/losses that will not be reclassified to profit and loss 498

(356)

Total Other comprehensive income that will not be reclassified subsequently to profit or loss, net of tax (B1):

(1,578)

1,126

Other comprehensive income that may be reclassified subsequently to profit

or loss:

Gains/(losses) on cash flow hedges 120

(274)

Gains/(losses) on exchange differences on translating foreign

operations

8,652

(27,884)

Tax effect of gains/losses that will be reclassified to profit and loss

(1,408)

4,237

Total Other comprehensive income that may be reclassified subsequently to profit or loss, net of tax (B2)

7,364

(23,921)

TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX

(B) = (B1) +(B2)

5,786

(22,795)

Total comprehensive income (A)+(B)

138,842

102,794

Total comprehensive income attributable to:

Owners of the parent

137,627

101,960

Non -

controlling interest

1,216

834

37 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (*)

(thousand Euros)

Note

30/06/2026

31/12/2025

30/06/2025

Tangible assets

174,113

160,391

148,393

Goodwill

691,873

667,136

651,536

Intangible assets

79,601

81,349

86,832

RoU Assets

129,519

117,134

101,993

Equity investments

11,037

10,988

19,357

Other financial assets 22

5,345

6,196

7,732

Deferred tax assets 23

66,040

69,057

57,723

Non -

current

assets

1,157,528

1,112,250

1,073,566

Work in progress 24

283,046

83,489

235,899

Trade receivables

25 5

35,689

792,089

477,484

Other receivables and current assets 26

99,807

110,812

99,690

Current income tax receivables 26

34,851

24,453

49,710

Financial assets

69,057

70,227

68,954

Cash and cash equivalents 27

512,754

571,715

466,887

Current assets

1,535,203

1,652,784

1,398,623

TOTAL ASSETS

2,692,731

2,765,035

2,472,189

Share Capital

4,863

Other reserves

1,375,928

1,232,031

1,229,863

Net result of the period

131,841

250,889

124,755

Equity of the Parent company 28

1,512,632

1,487,784

1,359,481

Non -

controlling

interest

2,053

2,280

1,546

NET EQUITY

1,514,685

1,490,064

1,361,027

Due to minority shareholders and Earn -

out 29

23,254

41,700

30,829

Financial liabilities

27,936

32,395

37,891

Financial liabilities from RoU 30

105,350

93,923

80,227

Employee benefits

83,041

118,678

85,564

Deferred tax liabilities 32

29,200

27,517

27,845

Provisions

23,886

22,692

22,591

Non -

current

liabilities

292,667

336,905

284,945

Due to minority shareholders and Earn -

out 29

39,938

3,551

21,454

Financial liabilities

11,997

13,322

21,920

Financial liabilities from RoU 30

34,510

34,724

33,308

Trade payables

175,384

179,828

177,608

Other current liabilities 35

583,403

688,986

545,577

Income tax Payables 35

39,174

16,024

25,516

Provisions

33 974

1,631

834

Current liabilities

885,379

938,066

826,217

TOTAL LIABILITIES

1,178,046

1,274,971

1,111,162

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

2,692,731

2,765,035

2,472,189

(*) Pursuant to Consob Regulation No. 15519 of 27 July 2006, the effects of related -

party transactions on the Consolidated statement of financial position are reported in the Annexed tables herein and fully described in Note 3 7 .

38 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(thousand Euros)

Note

capital

Treasury

Capital

reserve

Earning

reserve

Cash

flow

hedge

reserve

Translation

reserve

Reserve for

actuarial

gains/(losses)

Non -

controlling

interests

Total

At January 1°, 2025 28

4,863

(17,122)

449,533

855,861

449

7,762

(1,159)

2,773

1,302,960

Dividends distributed

(42,870)

(2,063)

(44,933)

Total comprehensive

income/(loss)

124,755

(208)

(23,713)

1,126

834

102,794

Other changes

205 -

2 20

7 At June 30, 2025 28

4,863

(17,122)

449,533

937,951

241

(15,951)

(33)

1,54

1,361,027

(thousand Euros)

Note

capital

Treasury

Capital

reserve

Earning

reserve

Cash

flow

hedge

reserve

Translation

reserve

Reserve for

actuarial

gains/(losses)

Non -

controlling

interests

Total

At January 1°, 2026 28

4,863

(17,122)

449,533

1,063,410

400

(14,456)

1,155

2,280

1,490,064

Dividends distributed

(50,326)

(1,126)

(51,452)

Increase for purchase of treasury shares -

(64,087)

64,087

(64,087)

Total comprehensive

income/(loss)

131,841

7,273

(1,578)

1,216

138,842

Other changes

1,635

(317)

1,318

At June 30, 2026 28

4,863

(81,209)

513,620

1,082,472

491

(7,183)

(423)

2,053

1,514,685

39 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF CASH FLOWS

(thousand Euros)

Note

1 st

half 2026

1 st

half 2025

Group net income

133,056

125,589

Income taxes

58,4

49,433

Amortization and depreciation 10

35,464

52,369

Other non

(40,924)

(77,148)

Interest paid

(656)

(1,177)

Interest collected

6,371

5,416

Net cash flows from operating activities (A)

120,866

129,152

Purchase of tangible and intangible assets

17, 19

(26,837)

(19,182)

Change in financial assets

1,209

(21,332)

Payments for the acquisition of subsidiaries net of cash acquired

(12,879)

(35,074)

Net cash flows from investment activities (B)

(38,507)

(75,588)

Dividends paid

(51,452)

(44,963)

Payments for treasury shares

(64,087)

Financial liabilities for leasing

(18,917)

(18,863)

Repayment of loans 30

(5,901)

(16,803)

Other changes

(309)

Net cash flows from financing activities (C)

(140,666)

(80,629)

Net cash flows (D) = (A+B+C)

(58,308)

(27,066)

Cash and cash equivalents at beginning of period

571,702

491,713

Effects of exchange rate differences on cash and cash equivalents 640

466,887

Bank overdrafts

(8,076)

40 –

Half Year Financial Report as

at 30

une 2026

NOTES

General information

Note

General information

Note 2

Accounting principles and basis of consolidation

Note 3

Risk management

Note 4

Consolidation

Income statement

Note 5

Revenue

Note 6

Other

revenues

Note 7

Purchases

Note 8

Personnel

Note 9

Service costs

Note 10

Amortization, depreciation and write -

downs

Note 11

Other operating (costs)/income

Note 12

Fair value adjustments to deferred consideration

Note 13

(Loss)/gain on investments

Note 14

Financial income/(expenses)

Note 15

Income taxes

Note 16

Earnings per share Statement of financial position -

Assets

Note 17

Tangible assets

Note 18

Goodwill

Note 19

Other intangible assets

Note 20

RoU Assets

Note 21

Equity Investments

Note 22

Financial assets

Note 23

Deferred tax assets

Note 24

Work

in -

progress

Note 25

Trade receivables

Note 26

Other receivables and current assets and income tax receivables

Note 27

Cash and cash equivalents Statement of financial position -

Liabilities and equity

Note 28

Shareholders’ equity

Note 29

Due to minority shareholders and Earn -

out

Note 30

Financial liabilities

Note 31

Employee benefits

Note 32

Deferred tax liabilities

Note 33

Provisions

Note 34

Trade payables

Note 35

Other current liabilities and income tax payables

Other information

Note 36

Segment Reporting

Note 37

Transactions with related parties

Note 38

Guarantees, commitments and contingent liabilities

Note 39

Events

subsequent to 30 June

2026

Note 40

Approval of the Half year condensed Consolidated financial statements and authorization to publish

Note 41

Climate change

Note 42

Impacts related to geopolitical risks and uncertainties

41 –

Half Year Financial Report as

at 30

une 2026

NOTE 1

–

GENERAL INFORMATION

Reply [EXM, STAR: REY] specialises in the design and implementation of solutions based on new communication channels and digital media. Reply is a network of highly specialised companies supporting key European industrial groups operating in the telecom an d media, industry and services, banking, insurance and public administration sectors in the definition and development of business models enabled for the new paradigms of AI, cloud computing, digital media and the Internet of Things. Reply services

include

Consulting,

System Integration and Digital Services.

NOTE 2

ACCOUNTING PRINCIPLES AND BASIS OF CONSOLIDATION

Compliance with International accounting principles The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and endorsed by the European Union. The designation “IFRS” also includes a ll valid International Accounting Standards (“IAS”), as well as all interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), formerly the Standing Interpretations Committee (“SIC”). Following the coming into force of Eu ropean Regulation No.

1606 of July 2002, starting from 1

January

2005, the Reply Group adopted International Financial Reporting Standards (IFRS).

The accounting principles applied are consistent with those used for preparation of the Consolidated Financial Statements at December 31, 2025, to which reference should be made for further details.

More specifically the half year condensed consolidated financial statements at June 30,

2026,

have been

prepared in accordance to IAS 34 Interim financial reporting.

The Half

Year financial report has been prepared in accordance with Consob regulations regarding the format of financial statements, in application of art. 9 of Legislative Decree 38/2005 and other Consob regulations and instructions concerning financial s tatements.

General principles

The consolidated financial statement is prepared on the basis of the historic cost principle, modified as requested for the appraisal of some financial instruments for which the fair value criterion is adopted in accordance with IFRS 9.

The preparation of the consolidated financial statements requires Group management to exercise judgment, making assessments and assumptions that affect the application of accounting principles and the reported amounts of assets, liabilities, expenses, and revenues. Among the key judgments made, in accordance with IAS 1.122, are those relating in particular to the assessment of the going concern assumption and the determination of the financial statement formats to be adopted in compliance with the provisions of IAS 1.

42 –

Half Year Financial Report as

at 30

une 2026

With regard to going concern, management has evaluated the relevant factors, taking into account the economic and financial environment. Despite a complex macroeconomic context, there are no material uncertainties (as defined in paragraph 25 of IAS 1) that would cast significant doubt on the Group’s ability to continue as a going concern in the fores eeable future. The financial statements have therefore been prepared on a going concern basis.

These consolidated financial statements are expressed in thousands of Euros and are compared to the consolidated financial statements of the previous year prepared in accordance with the same principles.

Further indication related to the format of the financial statements respect to IAS 1 is disclosed here within as well as information related to significant accounting principles and evaluation criteria used in the preparation of the following consolidated report.

Financial statements

The consolidated financial statement includes statement of income, statement of comprehensive income, statement of financial position, statement of changes in shareholders’ equity, statement of cash flows and the explanatory notes.

The income statement format adopted by the Group classifies costs according to their nature, which is deemed to properly represent the Group’s business.

The Statement of financial position is prepared according to the distinction between current and non -

current

assets and liabilities. The statement of cash flows is presented using the indirect method.

In the financial statements, the main categories of gross income and payments arising from investment and financing activities have been presented separately, and non -

monetary transactions have not been indicated.

The most significant items are disclosed in a specific note in which details related to the composition and changes compared to the previous year are provided.

It should be noted that in order to comply with the indications contained in Consob Resolution no. 15519 of 27 July 2006 “as to the format of the financial statements”, additional statements: income statement and statement of financial position have been d isclosed showing the amounts of related party transactions.

It is also reported that in accordance with CONSOB communication no. 0031948, if there are non -

recurring

items in the statements, such components will be explicitly indicated under the relevant item. Operations or events that are not frequent in the normal course of business and have an impact on the financial and asset position, the economic result, and the financial flows of the group may be presented as 'non -

recurring'.

NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED SINCE

JANUARY 1ST, 2026

With regard to the accounting standards approved but not yet applicable or not yet approved by the European Union, please refer to the Annual Report as at 31 December 2025, published on the company web site.

43 –

Half Year Financial Report as

at 30

une 2026

With regard to the standards issued by the IASB but not yet effective or not yet approved by the European Union, please refer to the specific paragraph of the notes of the Annual Report as at 31 December 2025.

It should be noted that t he Group is finalising the analysis and implementation activities related to the adoption of IFRS 18 – Presentation and Disclosure in Financial Statements, which will become mandatory for annual reporting periods beginning on or after 1 January 2027.

NOTE 3

RISK MANAGEMENT

Credit risk

For business purposes, specific policies are adopted to assure its clients’ solvency.

With regards to financial counterparty risk, the Group does not present significant risk in credit -

worthiness or

solvency.

Liquidity risk

The group is exposed to funding risk if there is difficulty in obtaining finance for operations at any given point in time.

The cash flows, funding requirements and liquidity of the Group companies are monitored and centrally managed under the control of the Group Treasury. The aim is to guarantee the efficiency and effectiveness of the management of current and perspective cap ital resources (maintaining an adequate level of reserves of liquidity and availability of funds via a suitable amount of committed credit lines).

The difficult economic situation of the markets and of financial markets necessitates special attention being given to the management of the liquidity risk, and in that sense particular emphasis is being placed on measures taken to generate financial resou rces through operations and maintaining an adequate level of liquid assets. The Group therefore plans to meet its requirements to settle financial liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations a nd available liquidity, renewing or refinancing bank loans.

Exchange rate and interest rate risk The Group entered into most of its financial instruments in Euros, which is its functional and presentation currency.

The group does not predominantly operate in areas with currencies at risk of strong exchange rate fluctuations and therefore this risk is not significant.

The exposure to interest rate risk arises from the need to fund operating activities and M&A and investments, as well as the necessity to deploy available liquidity. Changes in market interest rates may have the effect of either increasing or decreasing th e Group’s net profit/(loss), thereby indirectly affecting the costs and returns of financing and investing transactions.

The interest rate risk to which the Group is exposed derives from bank loans; to mitigate such risks, the Group, when necessary, has used derivative financial instruments designated as “cash flow hedges”.

44 –

Half Year Financial Report as

at 30

une 2026

The use of such instruments is disciplined by written procedures in line with the Group’s risk management strategies that do not contemplate derivative financial instruments for trading purposes.

Regulatory risks connected to the European Regulation on Artificial Intelligence (AI Act) In 2024 the AI Act was approved by the European Union, the first comprehensive regulation aimed at governing the use and development of artificial intelligence systems in the European market. The Regulation introduces differentiated obligations based on th e risk level of AI applications, imposing strict requirements for systems classified as 'high -

risk', including obligations for transparency, technical documentation, data governance, security, and human oversight.

The Group established an Ethical AI Committee in August 2024, issued a policy that sets out the principles governing the activities of its employees in these areas, and constantly monitors regulatory developments through a dedicated structure that has init iated an internal analysis process to ensure the adequate compliance of potentially impacted solutions. In particular, for consulting services or software development that incorporate AI functionalities, the potential implications in terms of risk classification, technical documentation, and traceability of the algorithms used are currently being assessed. As of the date of t his report, no significant risks of non -

compliance have been identified, nor any immediate economic or operational impacts related to the new regulatory framework. However, the internal assessment activity remains active to ensure compliance with regulator y provisions within the established deadlines.

Macroeconomic and geopolitical risks The economic and financial performance of the Group is affected by the trends of various macroeconomic variables such as GDP growth, inflation, interest rates, and exchange rates. Current forecasts are conditioned by an uncertain geopolitical context and p otential developments in global trade policies. Tensions in Ukraine and the Middle East, although currently having limited operational impacts, represent a potential pressure factor on costs. Furthermore, risks related to cyber threats, disruptions in the supply chain, and vulnerabilities in data protection persist.

The U.S. Administration has

introduce

protectionist measures

, including tariffs on technological and digital goods, with possible negative effects on access to strategic components, competitiveness, and the Group's operational continuity.

Fair value assessment hierarchy levels The IFRS 13 establishes a fair value hierarchy which classifies the input of evaluation techniques on three levels adopted for the measurement of fair value. Fair value hierarchy attributes maximum priority to prices quoted (not rectified) in active market s for identical assets and liabilities (Level 1 data) and the non -

observable

minimum input priority (Level 3 data). In some cases, the data used to assess the fair value of assets or liabilities could be classified on three different levels of the fair val ue hierarchy. In such cases, the evaluation of fair value is wholly classified on the same level of the hierarchy in which input on the lowest level is classified, taking account its importance for the assessment.

45 –

Half Year Financial Report as

at 30

une 2026

The levels used in the hierarchy are:

• Level 1 inputs are prices quoted (not rectified) in markets active for identical assets and liabilities which the entity can access on the date of assessment;

• Level 2 inputs are variable and different from the prices quoted included in Level 1 observable directly or indirectly for assets or liabilities;

• Level 3 inputs are variable and not observable for assets or liabilities.

The following table presents the assets and liabilities which were assessed at fair value on 30 June 2025, according to the fair value hierarchical assessment level.

(thousand Euros)

Note

Level 1

Level 2

Level 3

Investments

21 -

11,037

Convertible loans

22 -

300

Financial securities

22 68,

166 -

Derivative financial instruments 22 814 -

Total financial assets 68

,166

814

11,337

Liabilities to minority shareholders and earn out 29 -

63,192

Derivative financial instruments 30 -

55 -

Total financial liabilities -

63,192

The valuation of investments in start -

ups ,

within the Internet of Things (IoT) business, through the acquisition of equity investments and through the issuance of convertible loans, is based on data not directly observable on active stock

markets and

therefore falls under the fair value hierarchical Level 3.

The item Financial securities is related to securities listed on the active stock markets and therefore falls under the fair value hierarchical Level 1.

To determine the effect of interest rate derivate financial instruments Reply refers to evaluation deriving from third parties (banks and financial institutes). The latter, in the calculation of their estimates made use of data observed on the market direc tly (interest rates) or indirectly (interest rate interpolation curves observed directly): consequently, for the purposes of IFRS7 the fair value used by the Group for the exploitation of hedging derivatives contracts in existence as at 30 June re -

enters under the hierarchy profile in level 2.

The fair value of Liabilities to minority shareholders and earn out was determined by Group management on the basis of the sales purchase agreements for the acquisition of the company’s shares and on economic parameters based on budgets and plans of the pu rchased company. As the parameters are not observable on stock markets (directly or indirectly) these liabilities fall under the hierarchy profile in Level 3.

Considering the uncertainty related to the evolution of these variables, simulations were conducted to generate a range of possible scenarios. Based on these analyses, the expected value of the financial liability was determined, reflecting the different p ossible outcomes of the scenario under consideration.

As of

30 June 2026, there have not been any transfers within the hierarchy levels.

46 –

Half Year Financial Report as

at 30

une 2026

NOTE 4

–

CONSOLIDATION

Companies included in the consolidation are included on a line -

by -

line basis.

The mainly changes in the scope of consolidation compared to 30 June 2025 are related to:

• Red Scientific Limited, a company acquired in the month of August 2025 under English law, in the Defence and Public Administration sector in UK, carrying out engineering consulting activities in technical and scientific fields, of which Reply Ltd. Holds 10 0% of the share capital;

• Root16 LLC, a company acquired in the month of August 2025 under American law, specialized in technology consulting services for professional services using Microsoft Dynamics, focusing on the mid -

market segment, of which Reply Inc. holds 100% of the share

capital;

• Cyberis Ltd, a company acquired in the month of January 2026 under English law, specialized in consulting in the field of cybersecurity and penetration testing, of which Reply Ltd. Holds 100% of the share capital.

•

Movar

Ltd, a company acquired in the month of February 2026 under English law, specialized in project management and digital consulting, primarily in the construction and utilities sectors, of which Reply Ltd. Holds 100% of the share capital.

Change in the consolidation as at

30 J

une 2026,

affected Group’s revenues by 1.0% and profits before tax by 0.3%.

Furthermore, compared with the list of Reply Group companies as of 30 June 2025, the list presented in the Appendix to these Interim Financial Statements includes :

• the following newly incorporated companies: Atena Reply S.r.l., Bitmama Reply GmbH, Cognita Reply GmbH, Cognita Reply S.r.l., OBI Smart Technologies Poland Sp. z o.o., Reply AI Studios GmbH, Twist Reply S.r.l.

;

• the companies subject to demergers:

Affinity Reply Ltd, Atlas Reply Roma S.r.l., Cloud9 Reply S.r.l., Communication Valley Reply S.r.l., Comversa Reply S.r.l., Comwrap Reply Roma S.r.l., Comwrap Reply S.r.l., Concept Reply S.r.l., Connect Reply S.r.l., Cortex Reply GmbH, S.r.l., Genesis Reply Ltd, Glue Reply Ltd, Go Reply Ltd, Live Reply S.r.l., Logistics Reply Ltd, Machine Learning Reply S.r.l., Nova Reply S.r.l., Retail Reply Ltd, Sail Reply Ltd, Target Reply Roma S.r.l., Triplesense Reply S.r.l., Waypoint Reply S.r.l. and WM Re ply Roma S.r.l. These demergers were accounted for as business combinations of entities under common control and did not give rise to any impact on the Group's

equity

During the same period, Avantage Reply (Netherlands) B.V. was liquidated and Management 3.0 was disposed of.

47 –

Half Year Financial Report as

at 30

une 2026

NOTE 5

REVENUE

Revenues from sales and services, including change in work in progress, amounted to 1,295,533 thousand Euros (1,210,125 thousand Euros as at 30 June 2025).

This item includes consulting services, fixed price projects, assistance and maintenance services and other minor revenues.

The table below presents the percentage distribution of revenues by geographic area. This breakdown reflects how the Group’s Management oversees the business, and the allocation closely aligns with where the services are delivered.

Country

1 st

half 2026

1 st

half 2025

Region 1

62.90%

62.50%

Region 2

17.90%

18.60%

Region 3

19.20%

18.90%

Total

100.00%

(*) Region 1: ITA, USA, BRA, POL, ROU, CHN (Nanjing) Region 2: DEU, CHE, CHN (Beijing), HRV, POL

Region 3: GBR, LUX, BEL, NLD, FRA

Disclosure required by IFRS 8 (“Operating segment”) and breakdown of revenues by type are provided in Note 36 herein.

The following table shows the breakdown of revenues by Business Line:

Business line

1st half 2026 1st half 2025

Technologies

59.60%

60.50%

Applications

31.60%

29.20%

Processes

8.80%

10.30%

Total

100.00 %

100.00%

48 –

Half Year Financial Report as

at 30

une 2026

NOTE 6

OTHER REVENUES

During the first half of 2026, the item Other Revenues amounted to 19,619 thousand Euros, compared to 14,843 thousand Euros on 30 June 2025, with an increase of 4,776 thousand Euros. The breakdown is as

follows:

(thousand Euros)

1st half 2026 1st half 2025

Change

Grants on funded projects

16,398

11,135

5,264

Other income

2,126

2,735

(610)

Non -

recurring income

770 843

(73)

Other

324 129

195

Total

19,619

14,843

4,776

Grants on funded projects, amounting to 16,398 thousand Euros (11,135 thousand Euros as at 30 June

2025),

include contributions related to activities carried out on funded projects. These grants are recognized in accordance with IAS 20, based on the stage of completion of the related activities and in line with the costs incurred during the year.

Other income, amounting to 2,126 thousand Euros (2,735 thousand Euros as at 30 June 2025), mainly relates to recharges to Group employees for fringe benefits associated with the use of company cars assigned to them.

Non -

recurring income, amounting to 770 thousand Euros (843 thousand Euros as at 30 June

2025), includes

positive income components not attributable to other income categories.

NOTE 7

PURCHASES

Detail is as follows:

(thousand Euros)

1st half 2026 1st half 2025

Change

Software licenses for resale

17,629

23,154

(5,525)

Hardware for resale

2,099

2,178

(79)

Other

4,080

3,698

382

Total

23,808

29,031

(5,223)

Purchases of Software licenses and Hardware licenses for resale are recognized net of any change in inventory.

49 –

Half Year Financial Report as

at 30

une 2026

The item Other includes the purchase of fuel for 2,156 thousand Euros, the purchase of tangible assets for 898 thousand Euros, costs relating to the charging of electric vehicles for 542 thousand Euros and the purchase of office stationery for 261 thousand Euros.

NOTE 8

PERSONNEL

Detail is as follows:

(thousand euros)

1st half 2026 1st half 2025

Change

Payroll employees

679,373

641,487

37,886

Executive Directors

48,415

47,008

1,407

Total

727,788

688,495

39,293

The increase in the cost of employees, amounting to 39,293 thousand Euros, is mainly attributable to the increase in the number of employees due to an overall increase in the Group’s business.

D etail of personnel by category is provided below:

(

number

) 1st half 2026 1st half 2025

Change

Directors

545 485

Managers

1,942

1,742

200

Staff

14,810

14,034

776

Total

17,297

16,261

1,036

On 30 June 2026 the Group had 17,297 employees compared with 16,261 of the first half 2025.

Employees of the group are mainly electronic engineers, economic, computer science and business graduates from the best Universities.

NOTE 9

–

SERVICE COSTS

Services and other costs comprised the following:

(thousand euros)

1 st

half 2026

1 st

half 2025

Change

Commercial and technical consulting

219,224

203,521

15,704

Travelling and professional training expenses

25,070

22,110

2,960

Other services costs

66,825

56,435

10,389

Office expenses

8,417

9,233

(817)

Lease and rentals

4,155

3,759

396

Other

7,418

6,663

755

Total

331,109

301,721

29,387

50 –

Half Year Financial Report as

at 30

une 2026

Change in Services and other costs, amounting to 29,387 thousand Euros, is attributable to an overall increase in the Group’s business.

The item Other services costs mainly includes marketing services, software license fees, administrative and legal services, telephone and meal vouchers.

Office expenses include services rendered by related parties referred to service contracts for the use of premises, domiciliation and provision of secretarial services for 1,363 thousand Euros and rent charged by third parties for 1,328 thousand Euros, uti lity costs for 3,115 thousand Euros, cleaning expenses for 1,483 thousand Euros and maintenance expenses for 643 thousand Euros.

The item Lease and rentals refers

to low

value and/or short -

term leases accounted for in accordance with paragraph 6 of IFRS 16.

The item Other includes extraordinary expenses for 985 thousand Euros, deductible and non -

deductible

taxes and duties for 1,177 thousand Euros, subscriptions and membership fees for 1,728 thousand Euros, gifts for 592 thousand Euros and hospitality expense s for 890 thousand Euros.

NOTE 10

AMORTIZATION, DEPRECIATION AND WRITE

DOWNS

Depreciation of tangible assets, calculated on the basis of

economic

technical rates determined in relation to the residual useful lives of the assets, resulted in an overall charge as of 30 June 2026 of 9,782 thousand

Euros

(

7,566

thousand Euros

as at 30 June 2025).

Details of depreciation are provided in the notes to tangible assets.

Amortization of intangible assets for the first half 2026 amounted to 7,766 thousand Euros (

8,304

thousand

Euros

as at 30 June 2025).

Details of depreciation are provided in the notes to intangible assets.

Amortization related to right of use assets arising from the adoption of IFRS 16 amounted to 17,917 thousand

Euros

(

17,500

thousand Euros

as at 30 June

2025)

It should be noted that at 30 June 2025 t he item also includes the write off of goodwill for 19,000 thousand Euros following interim impairment testing.

NOTE 11

OTHER OPERATING (COSTS)/INCOME

The item Other operating income/expenses, amounting to positive 801 thousand Euros, includes economic components that, although related to the ordinary course of business, do not directly fall under the main categories of cost and revenue, such as provisio ns for risk and charges and to the fair value adjustments to

earn

out liabilities.

51 –

Half Year Financial Report as

at 30

une 2026

As at

30 June 2026, this mainly relates to re

versal

of provisions for contractual and commercial risks and related charges.

NOTE 12

FAIR VALUE ADJUSTMENTS TO DEFERRED CONSIDERATION

Adjustments to earn -

out liabilities, amounting to a loss of 8,114 thousand

Euros

(gain of 17,087 thousand

Euros

as at 30 June 2025), relate to changes in the fair value of contingent consideration liabilities recognised in connection with business combinations.

NOTE 13

(LOSS)/GAIN ON INVESTMENTS

The item amounting to negative 244 thousand Euros (0 euros as at June 30, 2025) and is related to the fair value adjustments to equity investments in start -

up companies originally held by the investment company Breed Investments Ltd and subsequently transferred to the Parent Company Reply S.p.A. as part of the

corporat

e reorganization carried out during the last year.

NOTE 14

FINANCIAL INCOME/(EXPENSES)

Detail is as follows:

(thousand euros)

1st half 2026 1st half 2025

Change

Financial income

7,078

6,722

356

Interest expenses

(1,596)

(2,266)

670

Other

( 801

)

(13,425)

2,623

Total

4,681

(8,969)

13,6

Financial gains mainly include interest on bank accounts amounting to 6,371 thousand Euros and interest on financial investments amounting to 418

thousand Euros

Interest expenses mainly include expenses related to loans for M&A operations.

The item Other mainly includes:

• interest expenses arising from the adoption of the International Accounting Standard IFRS 16 for 2,815 thousand Euros (2,178 thousand Euros as at 30 June 2025);

• exchange rate differences from the translation of balance sheet items not stated in Euros for positive 3,914 thousand Euros (negative 10,241 thousand Euros as at 30 June 2025);

52 –

Half Year Financial Report as

at 30

une 2026

• changes in fair value of financial liabilities pursuant to IFRS 9 for negative 882 thousand Euros (negative 856 thousand Euros as at 30 June 2025);

• net financial losses related to the fair value adjustments of the investments hold by the Parent company Reply S.p.A. amounting to 744 thousand Euros (net financial gain amounting to 218

thousand Euros

as at 30 June 2025) .

NOTE 1

5 -

INCOME TAXES

As at

June

2026 income taxes amounted to 61,051 thousand Euros and were recognized in accordance to the expected annual average income tax rates.

NOTE 1

6 -

EARNINGS PER SHARE

The basic earnings per share as of 30 June 2026 was calculated on the basis of the Group’s net result amounting to 131,841 thousand Euros (124,755 thousand Euros as at 30 June 2025) divided by the weighted average number of shares as of 30 June 2026, net of treasury shares, which amounted to 36,806,253

(37,380,368 as

of 30 June 2025).

(euros)

1st half 2026 1st half 2025 Group net result

131,841,000

124,755,000

No. of shares

36,806,253

37,380,368

Basic earnings per share

3.58

3.33

The basic earnings per share is the same of diluted earnings per share because there aren’t financial instruments potentially convertible in shares (stock options).

53 –

Half Year Financial Report as

at 30

une 2026

NOTE 17

TANGIBLE ASSETS

Tangible assets as at 30 June

2026

amounted to

174,113

thousand Euros and are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Lands and buildings

106,460

108,388

(1,929)

Plant and machinery

18,856

9,730

9,127

Hardware

14,439

12,951

1,488

Other

34,358

29,322

5,036

Total

174,113

160,391

13,723

Change in tangible assets in the first half of 2026 is summarized in the table below:

(thousand Euros)

Land and buildings

Plant and

machinery

Hardware

Other

Total

Historical cost

115,840

25,815

56,358

65,361

263,373

Accumulated depreciation

(7,451)

(16,085)

(43,407)

(36,039)

(102,982)

31/12/2025

108,388

9,730

12,951

29,322

160,391

Historical cost

Increases

10,090

4,013

7, 023

5,383

26,509

Disposals

(787)

(4,297)

(3,112)

,196)

Change in consolidation -

23 11

Other changes

(

10,668

)

7,542

555

3,953

1,383

Accumulated depreciation

Increases

(1,354)

(1,806)

(3,930)

(2,691)

(9,782)

Disposals

169

1,991

2,585

4,745

Change in consolidation -

(20)

(7)

(27)

Other changes

2 (3)

144

(1,087)

(944)

Historical cost

115,262

36,582

59,662

71,597

283,103

Accumulated depreciation

(8,803)

(17,726)

(45,223)

(37,239)

(108,990)

30/06/2026

106,460

18,856

14,439

34,358

174,113

During the first half of 2026 the Group carried out total investments for

26,509

thousand Euros (45,148

thousand Euros

as at 31 December 2025).

The item Lands and Buildings mainly includes:

• the value of the land on which the real estate complexes located in Turin stand, amounting to 11,205 thousand Euros, as determined on the basis of an expert appraisal;

• the net value of a building owned by the group amounting to 3,854 thousand Euros located in

Guetersloh, Germany;

54 –

Half Year Financial Report as

at 30

une 2026

• the real estate complex known as “Ex Caserma De Sonnaz”, located in Turin, amounting to 69,603 thousand Euros, which was placed into service in 2026 and houses the Group’s offices ;

• he real estate complex located at Via Nizza 250, Turin, with a carrying amount of 21, 168

thousand

Euros, serving as the Group’s offices .

Increases in the item Lands and Buildings refers to the restructuring costs of the buildings.

Increase in the item Plant and machinery mainly refers to purchases of general devices and to plant systems for the offices in which the Group operates.

Change in the item Hardware is due to investments made by companies included in Region 1 for 4, 743 thousand Euros, 1,109 thousand Euros for purchases made by the companies included in Region 2 and 1,171 thousand Euros for purchases made by the companies included in Region 3.

The item Other as of 30 June 2026 mainly includes office furniture and leasehold improvements. The

increase of

5,383

thousand Euros mainly refers to the purchase of office furniture for

1,527

thousand Euros,

leasehold improvements for 2,661 thousand Euros and the purchase of other for 1,1 67 thousand Euros.

The residual balance mainly relates to mobile phones.

Following the commissioning of the Caserma De Sonnaz facility during the first half of 2026, the Group completed the allocation of the related assets under construction to the appropriate classes of property, plant and equipment. As a result, approximately

10 million

euros

(included in the item other changes) previously included within the Buildings category, was reclassified to the relevant asset classes based on the nature of the underlying assets. This reclassification had no impact on the total carrying amount of property, plant and equipment.

Considering that, as of 30 June 2026 tangible assets were depreciated by 38.5% of their value (39.1% as at 31 December 2025) the remaining net book value of 61.5% indicates, on average, a still significant useful life.

55 –

Half Year Financial Report as

at 30

une 2026

NOTE 18

GOODWILL

This item includes goodwill arising from consolidation of subsidiaries purchased against payment made by some Group companies.

Goodwill in the first half of 2026 developed as follows:

Beginning balance

667,136

Increases

17,816

Other changes

Impairment

Total

684,952

Exchange rate differences

6,921

Ending balance

691,873

Increase in goodwill compared to 31 December 2025 owes to:

• the acquisition, in January 2026, by the UK subsidiary Reply Ltd of Cyberis Ltd, specialized in consulting in the field of cybersecurity and penetration testing;

• the acquisition, in February 2026, by the UK subsidiary Reply Ltd of Movar Ltd, specialized in project management and digital consulting, primarily in the construction and utilities sectors.

At the reporting date, the purchase price allocation relating to the above acquisitions had not yet been finalized. Accordingly, the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed, as well as the result ing goodwill, is considered provisional in accordance with IFRS 3 – Business Combinations and may be revised during the measurement period permitted by the standard.

(thousand Euros)

Fair value (*) Tangible and intangible assets 7 Trade receivables and other current assets

3,625

Cash and cash equivalents

1,656

Financial Liabilities

(1,180)

Trade payables and other current liabilities

(2,729)

Deferred Taxes Net 415 Net assets acquired

1,795

Transaction value

20,778

Difference allocated to other intangible assets

(1,167)

Goodwill

17,816

(*) book value is equal to fair value

Goodwill is allocated to Cash Generating Units (“CGUs”), identified for the purposes of IAS 36 as economic units consistent with the Group’s management model and prevailing governance. The CGUs identified reflect the combination of:

56 –

Half Year Financial Report as

at 30

une 2026

• commercial governance and economic responsibility (clients, contracts, pricing);

• integration of the delivery model (multi -

country projects, offshoring/nearshoring, centres of

competence);

• shared assets and services and resource planning/allocation methods;

• consistent management reporting and KPIs at perimeter level;

• absence of a separate market capable of generating largely independent cash inflows.

Reply has identified five CGUs, representing the Group’s economic -

geographical operating areas.

The following table shows the movements in goodwill for the CGUs identified according to the above criteria:

(Thousand

Euros)

Segment IFRS 8

(Region)

Balance at

31/12/2025

Increases

Impairment

Exchange Rate

Differences

Balance a

30/06/2026

P1 -

IT Led

Region 1

46,303

178

46,481

P2 -

DE Led

Region 2

226,793

P3 -

UK Led

Region 3

164,251

17,816

1,719

183,786

P4 -

US Led

Region 1

160,789

5,024

165,813

P5 -

FR Led

Region 3

69,000

Total

667,136

17,816

6,921

691,873

The suffix “ -

led” indicates the pre

vailing

governance perimeter to which primary responsibility for

leading

the CGU is assigned.

F or the purposes of segment reporting (

IFRS 8

) , the Group presents its operating segments on a regional basis (Region 1, Region 2 and Region 3) ; t he CGUs identified , in accordance with IAS 36 , do not exceed an operating segment and therefore represent a more granular

view

As of

30 June, in addition to assessing the expected trend in revenues and EBIT for the current financial year, consistent with the budget assumptions used for the impairment test performed as of 31 December 2025 for the Group’s Cash Generating Units (CGUs), further internal and external indicators were considered. Based on the analyses performed, no impairment indicators were identified that would require the performance of a goodwill impairment test as at the reporting date.

57 –

Half Year Financial Report as

at 30

une 2026

NOTE 19

OTHER INTANGIBLE ASSETS

Net intangible assets as of 30 June 2026 amounted to 79,601 thousand Euros (81,349 thousand Euros on 31 December 2025).

Other intangible assets are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Development costs

3,433

3,285

148

Software

5,532

4,061

1,471

Trademarks

537 537

Purchase Price Allocation

70,093

73,460

(3,367)

Other intangible assets 6 7 (1)

Total

79,601

81,349

(1,749)

Change in intangible assets in the first half of 2026 is summarized in the table below:

(thousand euros)

Development

costs

Software

Trademarks

Purchase

price

allocation

Other

intangible

assets

Total

Historical cost

39,013

26,269

537

152,714

226

218,759

Accumulated depreciation

(35,728)

(22,207)

(79,255)

(219)

(137,410)

31/12/2025

3,285

4,061

537

73,460

81,349

Historical cosits

Increases

1,104

2,315

1,556

4,975

Disposals

(240)

Change in consolidation -

Other changes

226

2,226

2,452

Accumulated depreciations

Increases

(956)

(837)

(5,973)

(1)

(7,766)

Disposals

11 -

11 Change in consolidation -

Other changes

(4) -

(1,176)

(1,180)

Historical cost

40,117

28,569

537

156,496

226

225,945

Accumulated depreciation

(36,684)

(23,037)

(86,404)

(220)

(146,345)

30/06/2026

3,433

5,532

537

70,093

79,601

Development costs refer to the development of software products and are accounted for in accordance with provisions of IAS 38.

The item Software mainly refers to software licenses purchased and used internally by the Group companies.

This item includes 5 09 thousand Euros related to software development for internal use.

58 –

Half Year Financial Report as

at 30

une 2026

The item Trademark mainly refers to the value of the “Reply” trademark granted on 9 June 2000 to the Parent Company Reply S.p.A. (at the time Reply Europe Sàrl), in connection with the share capital increase that was resolved and subscribed to by the Paren t Company. Such amount is not subject to systematic amortization and the expected future cash flows are deemed adequate.

Customer lists, identified as part of the Purchase Price Allocation process (IFRS 3) using the Excess Earnings Method, are recognised as a separate intangible asset, representing relationships with customers existing at the acquisition date.

Customer lists are depreciated systematically each year, starting from the year of initial recognition, on a

straight

line basis over a useful life estimated by Reply at approximately 10 years.

The increase recorded during the year is mainly due to the provisional recognition of customer lists arising from the acquisition of Cyberis Ltd. The determination of the fair values of the identifiable assets acquired and liabilities assumed is still in progress within the measurement pe riod provided for under IFRS 3.

Accordingly, the amounts recognised may be revised once the valuation process has been completed.

Other changes relate to exchange rate differences.

Considering that, as of 30 June 2026 intangible assets were depreciated by 6 4 .8% of their value (62.8% as at 31 December 2025), the remaining net book value of 35.2% indicates an average remaining useful life shorter than that already elapsed 2025.

59 –

Half Year Financial Report as

at 30

une 2026

NOTE 20

–

ROU ASSETS

Change in Right -

of -

use assets during the first half of 2026 is summarized in the table below:

(thousand euros)

Buildings

Vehicles

Other

Total

Historical cost

204,634

49,415

1,051

255,100

Accumulated depreciation

(114,040)

(22,974)

(953)

(137,966)

31/12/2025

90,594

26,442

117,134

Historical costs

New contracts

1,902

7,767

9,669

Derecognition

(4,943)

(5,205)

(468)

(10,615)

Changes

2 0

,674

(481)

20,194

Change in consolidation 289 -

289

Exchange differences

851 17

868

Accumulated depreciations

Depreciation

(11,256)

(6,627)

(34)

(17,917)

Derecognitions

4,943

5,205

468

10,615

Change in consolidation

(188)

Exchange differences

(514)

(5) -

(519)

Historical cost

223,397

51,513

583

275,493

Accumulated depreciation

(121,055)

(24,400)

(519)

(145,974)

30/06/2026

102,342

27,113

129,519

The Group has entered into lease agreements for various assets, including buildings, motor vehicles and furniture and fittings.

The average useful life of the related right -

of -

use assets is approximately 6, 3, and 4 years, respectively.

The right

of -

use asset is systematically depreciated over the lease term, taking into account also the likelihood of exercising renewal options where such options are enforceable.

It should be noted that lease contracts relating to buildings include extension options, which are carefully assessed by management for the purposes of proper measurement and presentation in the financial statements.

The contracts in place do not include variable lease payments, with the exception of the inflation

adjustment

, restrictions or covenants, and there have been no sale and leaseback transactions .

60 –

Half Year Financial Report as

at 30

une 2026

The discount rate has been determined based on the incremental borrowing rate, defined as the rate that the lessee would have to pay to borrow, over a similar term and with similar security, the funds necessary to obtain an asset of a similar value to the

right

of -

use asset in a similar economic environment.

Additions relating to Buildings, amounting to approximately 22,577 thousand Euros, arise from new lease agreements and/or renewals entered into during the year.

The decrease, amounting to 4,943 thousand Euros, is mainly attributable to the termination of lease agreements during the year.

The Group uses motor vehicles assigned to employees mainly through operating lease agreements.

Lease contracts for motor vehicles generally do not include significant purchase options or extension clauses that would materially affect the lease term considered for accounting purposes. Variable payments linked to usage (e.g. excess mileage or ancillar y costs) are recognized in profit or loss in the period in which they are incurred.

Other assets mainly relate to furniture and fittings used in the Group’s operating offices.

NOTE 21

EQUITY INVESTMENTS

The item Equity investments amounts to 11,037 thousand Euros and includes mainly investments in start -

up companies principally in the IoT field for 10,645 thousand Euros.

Detail is as follows:

(thousand Euros)

Value at

31/12/2025

Net

increases/disposals

Conversion

convertible

loans into

equity

Net fair

value

adjustments

Exchange

differences

Value at

30/06/2026

Investments

10,813

(244)

10,645

Net fair value adjustments The net fair value evaluation amounting to 244 thousand Euros reflects the market values of the last rounds that took place in the first half of 2026 on investments already in portfolio.

All fair value assessments shall be part of the hierarchy level 3.

61 –

Half Year Financial Report as

at 30

une 2026

NOTE 22

FINANCIAL ASSETS

Current and non -

current financial assets amounted to a total of 74,402 thousand Euros compared to 76,423 thousand Euros as at 31 December 2025.

Detail is as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Short term securities

6,425

6,199

226 Short Term financial investments

61,740

63,181

(1,441)

Derivative financial instruments 815 771 44 Loans to third parties 76 76 -

Total current financial assets

69,057

70,227

(1,170)

Receivables from insurance

companies

1,847

Guarantee deposits

2,141

2,118

23 Other financial assets

1,057

1,951

(893)

Convertible loans

300 280

19 Total non current financial assets

5,345

6,196

(851)

Total financial assets

74,402

76,423

(2,021)

Short term securities, measured at FVTPL, mainly refer to Time Deposit investments.

The item Financial investments refers to bonds held by the parent company Reply S.p.A.. The valuation of

these short

term investments, based on their fair value on 30 June 2026, showed a net negative difference amounting to 744 thousand Euros compared to the purchase cost of the same. These investments are measured at FVTPL.

Derivative instruments refer to the fair value of derivative contracts signed with Unicredit in order to cover fluctuations in floating interest rates on loans and/or mortgages whose underlying notional value amounts to 20,000 thousand euros. The effective component of the hedges and the related movements during the financial year are reported in the changes in net equity.

The item Receivables from insurance companies mainly refers to the insurance premiums paid against pension plans of some German companies and to directors’ severance indemnities. These receivables are measured at amortized cost.

The item Other financial assets mainly referred to long -

term financial receivables for deferred collections amounting to 574 thousand Euros.

62 –

Half Year Financial Report as

at 30

une 2026

Convertible loans relate to the option to convert into shares of start -

up companies in the field of IoT.

Detail is as follows:

(thousand

Euros)

Value at

31/12/2025

Increases/

disposals

Equity

conversion

Capitalized

interests

Net fair

value

adjustments

Exchange

differences

Value at

30/06/2026

Convertible

loans

280 10

8 1 1 300

Note that the items Receivables from insurance companies, Convertible loans, Guarantee deposits and Other financial assets are not shown in the Net financial position.

NOTE 23

DEFERRED TAX ASSETS

Deferred tax assets, amounting to 66,040 thousand Euros as at 30 June 2026 (69,057 thousand Euros as at 31 December 2025), include the fiscal charge corresponding to the temporary differences deriving from income before taxes and taxable income in relation to deferred deductibility items.

The decision to recognize deferred tax assets is taken by assessing critically whether the conditions exist for the future recoverability of such assets on the basis of expected future results.

Where the assumptions exist, deferred tax assets and liabilities have been presented in the financial statements taking into account the offsets per legal entity.

There are no deferred tax assets on losses carried forward.

It should be noted that this item has been recognised net of deferred tax liabilities amounting to 10,390 thousand Euros.

NOTE 24

WORK IN PROGRESS

Contract work in progress, amounting to 283,046 thousand Euros, are presented in accordance with IFRS 15 and therefore take into account the requirements of paragraph 9, in particular with regard to the need for minimum contractual evidence for the recognition of revenues/contract assets, and are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Contract work in progress

406,903

177,607

229,296

Advance payments from customers

(123,856)

(94,118)

(29,739)

Total

283,046

83,489

199,557

The increase compared with 31 December 2025 is primarily attributable to the seasonal nature of the Group's business. The balance reflects the progress in the fulfilment of performance obligations during the first half of the year and is closely correlated with the trend in trade receivables. Accordingly, this balance should be read in conjunction with the note on trade receivables.

63 –

Half Year Financial Report as

at 30

une 2026

Any advance payments from customers are deducted from the value of the inventories, within the limits of the accrued consideration, representing the assets deriving from the contracts; the exceeding amounts, as well as the advance payments related to work in progress not yet started, are accounted as liabilities.

NOTE 25

TRADE RECEIVABLES

Trade receivables as at 30 June 2026 amounted to 5

35,689

thousand Euros with a net decrease of 2

56,399

thousand Euros.

(thousand euros)

30/06/2026

31/12/2025

Change

Trade receivables

41,445

798,821

(

257,376

) Allowance for doubtful accounts

(5,756)

(6,732)

977 Total trade receivables 5

35,689

792,089

(256,399)

Trade receivables are shown net of allowances for doubtful accounts, calculated by using the expected credit loss approach pursuant to IFRS 9, amounting to 5,756 thousand Euros

as at

30 June 2026 (6,732 thousand

Euros a

s a t 31 December 2025).

The Allowance for doubtful accounts developed in the first half of 2026 as follows:

(thousand Euros)

31/12/2025

Accruals

Reversal

Utilization

30/06/2026

Allowance for doubtful accounts

6,732

96 0

(519)

(1,418)

5,756

It should also be noted that the item includes write -

downs for losses on working capital amounts.

The carrying amount of trade receivables, that at initial recognition is equal to its fair value adjusted for attributable transaction costs, is subsequently valued at the amortised cost appropriately adjusted to take into account any write -

downs.

Trade receivables are all collectible within one year.

64 –

Half Year Financial Report as

at 30

une 2026

NOTE 26

OTHER RECEIVABLES AND CURRENT ASSETS AND INCOME TAX

RECEIVABLES

Detail is as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Current income tax receivables

34,851

24,453

10,398

Tax receivables

34,207

51,940

(17,733)

Advances to employees 173 200

(27)

Accrued income and prepaid expenses

39,293

39,173

120

Other receivables

26,133

19,498

6,635

Total

34,657

135,265

(607)

Current income tax receivables are recorded net of the accrued tax liability.

The item Tax receivables mainly includes:

• VAT receivables amounting to 12,450 thousand Euros (

27,232

thousand Euros

as at 31 December

2025);

• receivables for withholding tax amounting to 12,386 thousand Euros (8,962 thousand Euros as

at 31

December 2025);

• R&D tax credit for 9,517 thousand Euros (14,383 thousand Euros as at 31 December 2025).

The item Other receivables mainly includes contribution receivables in relation to funded projects for 22,445 thousand Euros (9,626 thousand Euros as at 31 December 2025).

NOTE 27

CASH AND CASH EQUIVALENTS

The balance of 512,754 thousand Euros, with a decrease of 58,962 thousand Euros compared with 31 December 2025, represents cash and cash equivalents as at the end of reporting period.

Cash and cash equivalents at 30 June 2026 are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Cash at banks

512,714

571,673

(58,959)

Cash at hand 40 43 (3) Total cash and cash equivalents

512,754

571,715

(58,962)

Changes in cash and cash equivalents are fully detailed in the Consolidated statement of cash flows.

It should be noted that the cash and cash equivalents held but not freely available by the group amount to €2.9 million in relation to the preventive seizure described in Note 33.

65 –

Half Year Financial Report as

at 30

une 2026

NOTE 28

SHAREHOLDERS’ EQUITY

Share capital

As at

30 June 2026 the share capital of Reply S.p.A., wholly undersigned and paid up, amounted to 4,863,486 Euros and is composed of n. 37,411,428 ordinary shares with nominal value of 0.13 Euros each.

The number of shares in circulation as of 30 June 2026 totalled 36,

531,382

(37,278,236

as at

31 December

2025).

Treasury shares

The value of the Treasury shares, amounting to 81,209 thousand Euros, refers to the shares of Reply S.p.A.

held by the parent company, that on 30 June 2026 were equal to n. 880,046 (133,192

as at

31 December

2025).

During the first half of 2026 Reply S.p.A. acquired 746,854 treasury shares, the change in treasury shares was entirely attributed to equity.

Capital reserves

As at

30 June 2026 Capital reserves, amounting to 513,620 thousand Euros, were mainly comprised as

follows:

• Treasury share reserve amounting to 81,209 thousand Euros, relating to the shares of Reply S.p.A held by the Parent Company;

• Reserve for the purchase of treasury shares amounting to 432,878 thousand Euros, formed via initial withdrawal from the share premium reserve. By means of a resolution of the Shareholders’ Meeting of 23 April 2026 Reply S.p.A. re -

authorized it, in accordan ce with and for the purposes of Article 2357 of the Italian Civil Code, the purchase of a maximum of 550 million Euros of ordinary shares, corresponding to 10% of the share capital, in a lump sum solution or in several solutions within 18 months of the res olution.

Earning reserves

Earnings reserves amounted to 1,082,472 thousand Euros and were comprised as follows:

• Reply S.p.A.’s Legal reserve amounted to 973 thousand Euros;

• Retained earnings amounted to 949,659 thousand Euros (retained earnings amounted to 811,548

thousand Euros

as at

31 December 2025);

• Profits attributable to shareholders of the Parent Company amounted to 131,841 thousand Euros (250,889 thousand Euros as at 31 December 2025).

66 –

Half Year Financial Report as

at 30

une 2026

Other comprehensive income Other comprehensive income can be

analysed

as follows:

(thousand Euros)

30/06/2026

30/06/2025

Other comprehensive income that will not be reclassified subsequently to profit or loss, net of tax:

Actuarial gains/(losses) from employee benefit plans

(1.578)

1,126

Total Other comprehensive income that will not be reclassified subsequently to profit or loss, net of tax (B1):

(1.578)

1,126

Other comprehensive income that may be reclassified subsequently to profit or loss, net of tax:

Gains/(losses) on cash flow hedges 91

(208)

Gains/(losses) on exchange differences on translating foreign

Operations

7.273 (23,713)

Total Other comprehensive income that may be reclassified subsequently to profit or loss, net of tax (B2):

7.364 (23,921)

Total other comprehensive income, net of tax (B) = (B1) +(B2)

5.786 (22,975)

Minority interests

Minority interests consist of the participation of non -

controlling shareholders in the capital of the companies included in the consolidation area and as at 30 June 2026 amounted to 2,053 thousand Euros (2,280

thousand Euros

as at 31 December 2025).

NOTE 29

DUE TO MINORITY SHAREHOLDERS AND EARN

OUT

Due to minority shareholders and Earn -

out as at 30 June 2026 amount to 63,192 thousand Euros (45,251

thousand Euros

as at

31 December 2025), of which 39,938 thousand Euros are current.

The item relates to contingent consideration (earn -

out) arrangements provided for in the context of business combinations, determined on the basis of the achievement of specific financial targets by the acquired companies. In accordance with IFRS 3, such contingent consideration is classified as a financial liability, initially recognised at fair value at the acquisition date and subsequently measured at fair value with changes recognised in profit or loss.

The distinction between Payables to minority shareholders and Earn -

out payables reflects solely the different nature of the beneficiaries of the contingent consideration, depending on whether or not there are legal minority interests associated with the original transaction, and does not entail different accounting measurement criteria.

Detail is as follows:

(thousand Euros)

31/12/2025

Increases

Fair value

adjustments

Reclassification

Exchange

differences

30/06/2026

Payables to minority shareholders

6,901

Payables for Earn out

38,350

7,648

8,114

1,567

613

55,292

Total due to minority shareholders

and Earn

out

45,251

7,648

8,114

1,567

613

63,192

67 –

Half Year Financial Report as

at 30

une 2026

The increase in the item amounting to 7,648 thousand Euros reflects the best estimate of future considerations for earn -

outs in relation to the original contracts signed, in particular:

• the acquisition by the subsidiary Reply Ltd of Cyberis Ltd, a company specialising in cybersecurity consulting and penetration testing services;

• the acquisition by the subsidiary Reply Ltd of Movar Ltd, a company specialising in project management and digital consulting, primarily serving the construction and utilities sectors.

The item Fair value adjustments in the first half of 2026 amounted to 8,114 thousand Euros, net of accrued interest of Euro 825 thousand, with a balancing entry in Profit and loss, reflects the best estimate in relation to the deferred consideration origin ally recognized at the time of acquisition.

The fair value of deferred consideration is determined using valuation models based on the discounting of expected cash flows, which take into account the probability of achieving the contractually agreed targets and an appropriate discount rate. The valua tions performed fall within Level 3 of the fair value hierarchy under IFRS 13.

The determination of the fair value of deferred consideration requires the use of estimates and assumptions that may differ significantly from actual future results and could therefore have an impact on the income statement of future periods.

Due to minority shareholders and Earn -

out are included in the invested capital for management purposes and in the net financial indebtedness for ESMA purposes.

NOTE 30

FINANCIAL LIABILITIES

Detail is as follows:

30/06/2026

31/12/2025

(thousand Euros)

Current

Non -

current

Total

Current

Non -

current

Total

Bank overdrafts

14 -

Bank loans

11,856

27,936

39,792

13,159

32,321

45,479

Total due to banks

11,856

27,936

39,792

13,172

32,321

45,493

Other financial borrowings 140 -

140 150

75 225

IFRS 16 financial liabilities

34,510

105,350

139,859

34,724

93,923

128,647

Total financial liabilities

46,506

133,285

179,792

48,046

126,319

174,365

68 –

Half Year Financial Report as

at 30

une 2026

The following table illustrates the distribution of financial liabilities by due date:

30/06/2026

31/12/2025

(thousand Euros)

Due in 12

months

From 1 to 5

years

Over 5

years

Total

Due in 12

months

From 1 to

5 years

Over 5

years

Total

Bank overdrafts

14 -

M&A loans

4,484

8,732

831

9,563

Mortgage loans

7,156

27,852

35,009

3,707

27,980

3,450

35,137

Bank loans

160

83 -

243

583

59 -

642 Other financial borrowings

140 -

140

150

75 -

225 IFRS 16 financial liabilities

34,510

89,345

16,005

139,859

34,724

85,827

8,096

128,647

Derivative instruments

55 -

137 -

137

Total

46,506

117,280

16,005

179,792

48,046

114,773

11,546

174,365

CASH FLOWS

NON MONETARY

CHANGES

(thousand Euros)

31/12/2025

INCREASES

PAYMENTS

AMORTIZED

COST

EXCH

A NGE

DIFFERENCES

AND OTHER

MOVEMENTS

30/06/2026

M&A loans

9,563

(5,286)

200

4,484

Mortgage loans

35,137

(132)

35,009

IFRS 16 financial liabilities

128,647

28,198

(18,069)

1,083

139,859

Other financial borrowings

225

(85)

140

Bank loans

642

(399)

243

Total

174,214

28,198

(23,970)

1,283

179,736

M&A loans refer to credit lines to be used for acquisition operations carried out directly by Reply S.p.A. or via companies controlled directly or indirectly by the same.

Summarized below are the existing contracts entered into for such a purpose:

• On 8 November 2021, Reply S.p.A.

entered into a €75,000 thousand credit facility with Intesa Sanpaolo S.p.A., available until 30 September 2026 and repayable in deferred semi -

annual

instalments.

The line of credit was drawn down for a total amount of 30 million Euros. As at

30 June

2026, the outstanding balance of the facility amounted to 4,285 thousand Euros.

• On 16 April 2024 Reply S.p.A. entered into a line of credit with Intesa Sanpaolo S.p.A. for a total amount of 75,000 thousand Euros to be used by 30 September 2026. The loan will be reimbursed on 7 half year basis deferred to commence on 31 March 2027 and expires on 30 March 2029.

As at

30 June 2026, the credit facility was undrawn.

• On 19 April 2024 Reply S.p.A. entered into a line of credit with Unicredit S.p.A. for a total amount of 50,000 thousand Euros to be used by 24 months. As of 30 June 2026, following the repayment made on 19 April 2026, no outstanding balance remained.

69 –

Half Year Financial Report as

at 30

une 2026

• On 30 March 2026, Reply S.p.A. entered into a line of credit “Revolving credit facility” with Banco BPM for a total amount of 100,000 thousand Euros, to be used by 28 February 2031. As at

30 June

2026, the facility was undrawn.

• On 16 June 2026, Reply S.p.A. entered into a line of credit “Revolving credit facility” with Banco BPM for a total amount of 100,000 thousand Euros, to be used by 15 May 2029. As at

30 June

2026, the facility was undrawn.

Interest rates are also applied according to certain predetermined ratios (Covenants) of economic and financial nature calculated on the consolidated financial statements as at 30 June of each year and/or the consolidated interim report.

As contractually defined, such ratios are as follows:

• Net financial indebtedness/Equity • Net financial indebtedness/EBITDA

A s a t 30 June 2026, Reply fulfilled the Covenants under the various contracts.

The item Mortgages refers to financing granted to Tool Reply GmbH by Commerzbank for a total of 2,500 thousand Euros to be used by 30 June 2028. The loan is reimbursed on a quarter -

year basis (at 0.99%). As at 30 June 2026 this line had been used for 528 t housand Euros.

It should also be noted that on 24 May 2018 Reply S.p.A. undersigned with Unicredit S.p.A. a mortgage loan secured by guarantee for the purchase and renovation of the property De Sonnaz for a total amount of 40,000 thousand Euros. The mortgage is disbursed in relation to the progress of the work. The outstanding amount is 34,500 thousand Euros

as at

30 June 2026.

The item "IFRS 16 lease liabilities" represents the outstanding lease liability as at 30 June 2026 arising from lease contracts accounted for in accordance with IFRS 16, relating primarily to buildings and motor vehicles.

The item Derivative financial instruments refers to several loans established with Unicredit S.p.A. to hedge changes in floating interest rates on loans and/or mortgages; the total underlying value is 8,692 thousand Euros. The effective component of the in strument is stated in the Statement of changes in net equity.

There was no need to recognize the ineffective portion in the income statement, as the derivatives ensure full hedging coverage.

The carrying amount of Financial liabilities is deemed to be in line with its fair value.

For further details related to the risk management policies please see Note 36.

70 –

Half Year Financial Report as

at 30

une 2026

Net financial indebtedness The net financial indebtedness reported below was prepared according to CONSOB communication no.

DEM/6064293 of July 28, 2006, updated with the provisions of ESMA guideline 32 -

382 -

1138 of March 4, 2021 as implemented by the CONSOB warning no. 5/21 of 29 Ap ril 2021.

(thousand euros)

30/06/2026

31/12/2025

Change

A Cash

512,754

571,715

(58,962)

B Cash equivalents -

C Current financial assets

69,057

70,227

(1,170)

D Cash (A+B+C)

581,810

641,942

(60,132)

E Current

financial liabilities

34,705

35,025

(319)

F Short

term portion of long term financial liability

11,801

13,022

(1,221)

G Financial liabilities short -

term (E+F)

46,506

48,046

(1,540)

H Net financial debt short -

term (G

(535,304)

(593,896)

58,592

I Financial liabilities long -

term

133,298

126,337

6,961

J Financial instruments

(12)

(18)

6 K Other liabilities long -

term

63,192

45,250

17,941

L Financial debt long -

term (I+J+K)

196,477

171,569

24,908

Total financial debt

(338,827)

(422,327)

83,500

Net financial indebtedness includes IFRS 16 financial liabilities amounting to 139,859 thousand Euros, of which 105,350 thousand Euros were non -

current and 34,510 were current.

The item Commercial and other non -

current liabilities is related to liabilities to minority shareholders and Earn -

out assimilated to unpaid debts with a significant implicit financial component.

For further details with regards to the above table see Note 27 as well as Note 30.

Pursuant to the aforementioned recommendations long term financial assets are not included in the net financial indebtedness.

As previous mentioned in Note 29, Due to minority shareholders and Earn -

out are included in the invested capital and are not included in the net financial managerial position .

71 –

Half Year Financial Report as

at 30

une 2026

NOTE 31

EMPLOYEE BENEFITS

Employee benefits are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Employee severeance indemnities

45,951

46,623

(672)

Employee pension funds

6,436

6,550

(114)

Directors severance indemnities 647 647 -

Long

term incentive plans and fidelity

provision

30,007

64,858

(34,851)

Total

83,041

118,678

(35,637)

Employee severance indemnities Employee benefits provided under Italian legislation include the Trattamento di Fine Rapporto ("TFR"), an employee severance indemnity.

For those companies that, under the applicable legislation, are required to transfer the accruing TFR amounts to the INPS Treasury Fund, the liability recognised in the statement of financial position represents only the residual obligation relating to ben efits accrued by employees up to the date on which the transfer requirement became effective, together with any amounts that continue to remain the responsibility of the Group companies.

For the other companies, TFR continues to accrue as an obligation of the employer throughout the entire term of the employment relationship.

The procedure for the determination of the Company’s obligation with respect to employees was carried out by an independent actuary according to the following stages:

• Projection of the TFR accrued as of the valuation date through to the expected termination date of the employment relationship or, where permitted under the applicable legislation, to the expected date of any early settlement;

• Discounting, at the valuation date, of the expected cash flows that the company will pay in the future to its own employees;

• Allocation of the benefit to the periods of service completed as of the valuation date using the Projected Unit Credit Method, taking into account the applicable rules governing the transfer of TFR to the INPS Treasury Fund and to supplementary pension schemes;

The valuation was performed on an individual basis for each employee in service as of the valuation date.

The actuarial valuation model is based on the so called technical bases which represent the demographic, economic and financial assumptions underlying the parameters included in the calculation.

72 –

Half Year Financial Report as

at 30

une 2026

In accordance with IAS 19, Employment severance indemnities at 30 June 2025 are summarized in the table

below:

(thousand Euros)

Balance as at 31/12/2025

46,623

Cost relating to current work (

service cost

) 276

Actuarial (gain)/loss

2,120

Interest cost

893 Indemnities paid during the year

(2,002)

Curtailment

(1,959)

Balance as at 30/06/2026

45,951

Effective 1 January 2026, following the entry into force of the reform of the Trattamento di Fine Rapporto ("TFR") introduced by the 2026 Budget Law, which extended the scope of the mandatory transfer of accruing TFR amounts to the INPS Treasury Fund, the Group recognised a reduction in the defined benefit obligation remaining at its own charge.

This legislative change resulted in the recognition of a curtailment gain, in accordance with IAS 19, amounting to EUR 1,959 thousand, as determined on the basis of the actuarial valuation performed as of the effective date of the reform.

Employee pension funds The Pension fund item relates to liability as regards the defined benefit pensions of some German companies.

Directors severance indemnities This amount is related to Directors severance indemnities paid during the year.

Long

term incentive plans The Group grants long -

term incentive plans (“Long -

Term Bonus” or “LTIP”) aimed at fostering the retention of key personnel and aligning management interests with medium -

to long

term value creation objectives.

LTIP provide for the payment of cash -

settled monetary benefits, subject to the achievement of specific service and performance conditions defined by the relevant corporate bodies.

As cash

based plans, Long -

Term Bonuses are accounted for as long -

term employee benefits and recognized as liabilities in the financial statements.

73 –

Half Year Financial Report as

at 30

une 2026

The liability is initially and subsequently measured based on the present value of the expected benefit, estimated by taking into account:

• the probability of achieving the performance conditions;

• the probability of Partners remaining with the Group during the vesting period;

• the discount factor, determined using a rate consistent with the duration of the plan and the Group’s risk profile.

The total cost of the plan is recognized in the income statement over the vesting period, based on the best estimate of the bonus that will actually vest.

At each reporting date, the liability is remeasured to reflect updated estimates and the effect of discounting, with the related impacts recognized in the income statement.

A reasonably possible change of ±1 percentage point in the discount rate, with all other parameters held constant, would have resulted in a decrease/increase in fair value of approximately 260 thousand Euros.

The sensitivity analysis was prepared assuming an isolated change in the discount rate and does not take

into account

any correlated effects on other valuation inputs.

The decrease in the item "

Long

term incentive plans " is mainly attributable to the reclassification of the portion of incentive plans payable within the following twelve months to current liabilities, as the related payments are expected to be made within that period.

Fidelity provision for employees The fidelity provision for employees has been reclassified under employee benefits and mainly includes accruals for probable liabilities toward employees of certain German companies upon reaching a specified length of service. This liability is determined through actuarial calculations applying a 5.5% discount rate.

NOTE 32

DEFERRED TAX LIABILITIES

Deferred tax liabilities at 30 June 2026 amount to 29,200 thousand Euros and are referred mainly to the fiscal effects arising from temporary differences of statutory income versus taxable income.

Deferred tax liabilities have not been recognized on retained earnings of the subsidiary companies as the Group is able to control the timing of distribution of said earnings and in the near future does not seem likely.

It is noted that the item has been recorded net of active deferred taxes for an amount of 10,390 thousand Euros.

74 –

Half Year Financial Report as

at 30

une 2026

NOTE 33

PROVISIONS

Provisions amount to 24,86 0 thousand Euros (of which 23,886 thousand Euros are non -

current).

Change in the first half of 2026 is summarized in the table below:

(thousand Euros)

Balance at

31/12/2025

Utilization

Reversals

Other changes

Balance at

30/06/2026

Contractual liability

16,683

(195)

(392)

1,181

17,276

Seizure

2,911

Others

4,730

(71)

4,672

Total

24,324

(195)

(463)

1,194

24,860

Preventive seizure

With reference to the preventive seizure involving the Parent Company Reply S.p.A., which required the recognition of a provision of Euro 8 million as at 31 December 2024, subsequently reduced during the previous year to Euro 2.9 million. It should be noted that, based on the decree, the alleged offense falls under Article 640 -

ter, paragraphs 1 and 3 of the Italian Criminal Code, relating to the period 201 7 –

2019, and

no liability pursuant to Legislative Decree 231/2001 has been charged. The criminal proceedings are still in the preliminary investigation phase.

Contractual liability

The item “Contractual liability” includes provisions made for potential liabilities arising from breaches, disputes, or other obligations undertaken under contracts in place with clients and partners. In particular, the provision covers risks related to po ssible claims for damages, application of penalties, additional execution costs, or other probable outflows, estimated based on the best information available at the reporting date.

During the period, the Group recognised an increase in the dismantling provision following the revision of the estimates relating to restoration obligations associated with lease contracts at the end of their lease terms. The corresponding amount was recog nised as an increase in the cost of the related right -

of -

use assets.

Other risks

The item “Other risks” includes provisions made for additional potential liabilities not attributable to the categories indicated above. These accruals relate to risk situations considered probable and measurable at the reporting date and are determined ba sed on the best available information.

75 –

Half Year Financial Report as

at 30

une 2026

NOTA 34

TRADE PAYABLES

Trade payables

on 30 June 2026 amount to 175,384 thousand Euros and are detailed as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Trade payables

178,990

182,018

(3,029)

Advances to suppliers

(3,606)

(2,191)

(1,415)

Total

175,384

179,828

(4,444)

Trade payables are initially recognised at fair value, adjusted for any transaction costs directly attributable to and are subsequently valued at amortised cost. The amortised cost of current trade payables corresponds to the nominal value.

NOTE 35

OTHER CURRENT LIABILITIES AND INCOME TAX PAYABLES

Other current liabilities and income tax payables

as at

30 June 2026 amounted to 622,577 thousand Euros with a decrease of 82,433 thousand Euros with respect to the previous financial year.

Detail is as follows:

(thousand euros)

30/06/2026

31/12/2025

Change

Income tax payable

39,174

16,024

23,150

VAT payable

25,684

30,172

(4,488)

Withholding tax and other

21,544

30,018

(8,474)

Total due to tax authorities

86,403

76,215

10,188

National social insurance payable

58,202

66,290

(8,089)

Other

7,472

7,051

421 Total due to social securities

65,674

73,341

(7,667)

Employee accruals

168,315

161,452

6,862

Other payables

235,101

313,400

(78,299)

Accrued expenses and deferred income

67,084

80,602

(13,518)

Total other payables

470,500

555,454

(84,954)

Total

622,577

705,010

(82,433)

Due to tax authorities amounting to 86,403 thousand Euros, mainly refers to income tax payables and payables due to tax authorities for withholding tax on employees and professionals’ compensation.

Due to social security authorities amounting to 65,674 thousand Euros, is related to both Company and employees contribution payables.

76 –

Half Year Financial Report as

at 30

une 2026

Other payables at 30 June 2026 amount to 470,500 thousand Euros and mainly include:

• amounts due to employees that at the balance sheet date had not yet been paid;

• remuneration of directors recognised as participation in the profits of the subsidiary companies;

• amounts invoiced to customers exceeding the value of the work in progress amounting to 146,158 thousand Euros (226,620 thousand Euros as at 31 December 2025).

Accrued Expenses and Deferred Income, that decrease in the first half of 2026 by 13,518 thousand Euros, mainly relate to advance invoicing in relation to T&M consultancy activities to be delivered in the subsequent financial year.

Other current payables and liabilities are initially recognised at fair value, adjusted for any transaction costs directly attributable to and are subsequently valued at amortised cost. The amortised cost of these liabilities corresponds to the nominal val ue.

NOTE 36

–

SEGMENT REPORTING

The management representation of the Group’s business is structured by Region and, for the purpose of analysing the offering portfolio, also by business line (Applications, Technologies, and Processes).

For IFRS 8 purposes, operating segments have been identified in line with the management approach, i.e., with reference to business components for which separate financial information is available and regularly reviewed by the Chief Operating Decision Make r (CODM) for performance assessment and resource allocation purposes. In the case of the Group, the CODM is identified as the Board of Directors of Reply S.p.A., in particular the executive directors, who jointly monitor the Group’s performance and make resource allocation decisions.

In this context, the CODM has identified the Regions in which the Group operates as operating segments, as the management reporting used is prepared and monitored on a monthly basis and represents the primary basis for performance analysis and resource all ocation decisions.

The main measures used in management reporting for each segment are Revenues and EBT (Earnings Before Taxes), in line with internal performance metrics. In particular:

• Region 1 mainly includes companies operating in Italy, the United States, and Brazil;

• Region 2 mainly includes companies operating in Germany and Poland;

• Region 3 mainly includes companies operating in the United Kingdom, France, and the Benelux area.

Conversely, the representation by business line primarily serves the purpose of analysing the offering and project portfolio and, in its current configuration, does not represent a consistent and stable level of segment reporting under IFRS 8, also in cons ideration of the following elements:

• the same legal entity may provide services attributable to multiple business lines depending on specific projects/contracts, making performance attribution non -

unique;

• the “business line” dimension does not align with geographic boundaries and managerial responsibilities by Region;

77 –

Half Year Financial Report as

at 30

une 2026

• certain balance sheet items are not “natively” determined by business line without the use of allocation assumptions (e.g., goodwill, working capital, and capex);

• changes in the mix of offerings and projects may affect the comparability of data across periods.

Within segment reporting, the Group had separately disclosed the Internet of Things Incubator (IoT), which referred to a company dedicated to a specific investment initiative involving the acquisition and holding of minority stakes in start -

ups operating i n the IoT sector. During 2025, the investments related to the IoT initiative were transferred to Reply S.p.A. due to the progressively reduced materiality of the scope and the loss of the original growth prospects and strategic relevance. The Group has con sequently reclassified the information relating to the IoT Incubator within Region 1. This reclassification reflects the evolution of the organizational structure and the management reporting model and aims to ensure a representation more consistent with h ow the activities are currently managed and monitored.

The following table provides a breakdown of economic situation by Region:

(thousand Euros)

REGION 1

REGION 2

REGION 3

Intersegment

H1 2026

Revenues (*)

846 ,

702 100

240 ,

927 100

259 ,

099 100

(34,796)

1,311,932

100

Operating costs

72,958

) (

79.5

) (

208,864

) (86

.7 )

(231

,657

) (89

.4 )

34 ,

796 (1

, 078

,683

) (82

2) Gross operating income 173 , 7 44 20 .

5 3

2,062

13 .3

27 ,4

42 10

.6 -

233

,249

17 .

Amortization, depreciation

and write

downs

(18 ,

971)

(2.2)

(8 ,

929)

(3.7)

(7 ,

564)

(2.9)

(35,464)

(2.7)

Fair value adjustments to

deferred consideration

(8 ,

114)

(3.1)

(8,114)

(0.6)

Operating income

154

,774

18 .

3 2

3,133

9 .6

,763

4 .5

189 ,

670 14

5 Gain/(loss) on investments ( 244 )

(0.0)

(244)

(0.0)

Financial income/(loss)

0,908

1.3 (2

591)

(1.1)

(3 ,

636)

(1.4)

4,681

0.4 Income before taxes 165 , 4 38

19.5 20 ,

542 8.5

8 , 1 27 3.1

194,107

14.8 (thousand Euros)

REGION 1

REGION 2

REGION 3

Intersegment

H1 2025

Revenues (*)

783,790

100

233,749

100

237,279

100

(33,559)

1,221,260

100

Operating costs

(619,396)

(79.0)

(200,901)

(85.9)

(210,857)

(88.9)

33,559

(997,596)

(81.7)

Gross operating income

164,394

21.0 32,848

14.1 26,422

11.1 223,664

18.3 Amortization, depreciation

and write

downs

(15,737)

(2.0)

(9,475)

(4.1)

(27,157)

(11.4)

(52,369)

(4.3)

Fair value adjustments to

deferred consideration

(1,876)

(0.2)

871 0.4

18,093

7.6

17,087

1.4

Operating income

146,781

18.7 24,243

10.4 17,358

7.3

188,382

15.4

Gain/(loss) on investments -

Financial income/(loss)

405 0.1

(3,072)

(1.3)

(6,302)

(2.7)

(8,969)

(0.7)

Income before taxes

147,186

18.8 21,171

9.1

11,057

4.7

179,413

14.7

(*) Revenues are those reported in the statements presented in the Management Report

Revenues from third -

party customers in Region 1 amount to Euro 833 .

Half Year Financial Report as

at 30

une 2026

Breakdown of revenues by type is as follows:

REGION 1

REGION 2

REGION 3

BUSINESS LINE

1st half 26 1st half 25 1st half 26 1st half 25 1st half 26 1st half 25 T&M

16.7%

17.7%

54.2%

54.5%

49.8%

53.2%

FIXED PRICE PROJECTS

83.3%

82.3%

45.8%

45.5%

50.2%

46.8%

TOTAL

100.0%

The following table provides a breakdown of net invested capital by Region:

(thousand Euros)

Region 1

Region 2

Region 3

Intersegment

30/06/2026

Current operating assets

658,973

160,681

172,242

(38,503)

953,393

Current operating liabilities

(636,296)

(87,184)

(153,896)

38,503

(838,873)

Net working capital (A)

22,676

73,497

18,347

114,520

Non current assets

491,291

310,713

355,523

1,157,528

Non financial liabilities long term

(109,391)

(26,510)

(23,714)

(159,381)

Fixed capital (B)

381,900

284,203

331,810

998,146

Net invested capital (A+B)

404,576

357,700

350,157

1,112,666

(thousand Euros)

Region 1

Region 2

Region 3

Intersegment

31/12/2025

Current operating assets

767,293

150,181

157,140

(63,772)

1,010,842

Current operating liabilities

(730,884)

(103,354)

(119,554)

63,772

(890,020)

Net working capital (A)

36,409

46,827

37,586

120,822

Non current assets

479,814

311,518

320,918

1,112,250

Non financial liabilities long term

(134,083)

(29,917)

(46,586)

(210,586)

Fixed capital (B)

345,731

281,602

274,332

901,664

Net invested capital (A+B)

382,140

328,429

311,918

1,022,486

Breakdown of employees by operating segment is as follows:

Region

30/06/2025

30/06/2024

Change

Region 1

11,766

11,084

682

Region 2

3,133

3,050

Region 3

2,398

2,127

271

Total

17,297

16,261

1,036

79 –

Half Year Financial Report as

at 30

une 2026

NOTE 37

–

TRANSACTIONS WITH RELATED PARTIES

In accordance with IAS 24 Related parties are Group companies and persons that are able to

exercise control,

joint control or have significant influence on the Group and on its subsidiaries and key management with strategic responsibilities and related families.

Transactions carried out by the group companies with related parties that as of the reporting date are considered ordinary business and are carried out at normal market conditions.

The main economic and financial transactions with related parties are summarized below.

(thousand

euros)

Financial

transactions

30/06/2026

31/12/2025

Nature of

transaction

Parent

companies

Key Management

with strategic

responsibilities

Other

Parent

companies

Key Management

with strategic

responsibilities

Other

Trade

receivables

Receivables from

professional

services

Trade

payables and

other

690 -

561

Payables for

professional

services and

official rentals

offices

Employee

benefits

29,858

29,018

Payables for

emoluments to

Directors and

Managers with

strategic

responsibilities

Other

payables

74 -

148

Payables for

Board of Statutory

Auditors

Economic

transactions

H1 2026

H1 2025

Nature of

transaction

Parent

companies

Key Management

with strategic

responsibilities

Other

Parent

companies

Key Management

with strategic

responsibilities

Other

Revenues

from

professional

services

12 -

10 -

Receivables from

professional

services

Services from

Parent

company and

parties

428 -

702 444

759

Service contracts

relating to office rental, and office

administration

Services from

Parent

company and

parties

115 24

159

Other services

Personnel

9,522

9,137

Emoluments to

Directors and Key

Management with

strategic

responsibilities

Services and

other costs

74 -

Emoluments to

Statutory Auditors

With reference the Cash flows statement, the

above

mentioned

transactions impact the change in working capital by 895 thousand Euros.

For the purposes of this disclosure, amounts relating to lease agreements entered into with related parties are presented as rental payments, as this presentation more appropriately reflects the nature of the underlying transactions.

80 –

Half Year Financial Report as

at 30

une 2026

In the consolidated financial statements, however, such lease agreements are accounted for in accordance with IFRS 16 – Leases. Consequently, the related right -

of -

use assets and lease liabilities, together with the associated depreciation and interest expe nse, are recognized instead of lease rental payments.

Reply Group Main economic and financial transactions In accordance with IAS 24, emoluments to Directors, Statutory Auditors and Key Management are also included in transactions with related parties.

In accordance with Consob Resolution no, 15519 of 27 July 2006 and Consob communication no, DEM/6064293 of 28 July 2006 the financial statements annexed herein present the Consolidated Income statement and Balance Sheet showing transactions with related pa rties separately, together with the percentage incidence with respect to each account caption.

Pursuant to Art, 150, paragraph 1 of the Italian Legislative Decree n, 58 of 24 February 1998, no transactions have been carried out by the members of the Board of Directors that might be in potential conflict of interests with the Company.

NOTE 38

GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES

GUARANTEES

Guarantees and commitments where existing, have been disclosed at the item to which they refer.

CONTINGENT LIABILITIES

As an international company, the Group is exposed to numerous legal risks, particularly in the area of product liability, environmental risks and tax matters. The outcome of any current or future proceedings cannot be predicted with certainty. It is theref ore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers’ compensation payments and could affect the Group financial position and results.

Instead, when it is probable that an overflow of resources embodying economic benefits will be required to settle obligations and this amount can be reliably estimated, the Group recognizes specific provision for this purpose.

NOT E

39 –

EVENTS SUBSEQUENT TO 30 JUNE 2026

On 14 July 2026, the Group completed the acquisition of 100% of the share capital of FedTec LLC, a U.S.

company operating in the fields of digital solutions, infrastructure services and cybersecurity for U.S. federal government agencies, as well as in the defence sector.

81 –

Half Year Financial Report as

at 30

une 2026

NOT E

40 –

APPROVAL OF THE HALF YEAR CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS AND AUTHORIZATION TO PUBLISH

The Half year condensed consolidated financial statements per the period ended 30 June 2026 were approved by the Board of Directors on July 30, 2026 which authorized the publication within the terms of law.

NOTE 41

–

CLIMATE CHANGE

Climate change represents a global challenge that also affects business activities, influencing employee well -

being, the management of operational sites, and energy efficiency. Reply is aware of the importance of adopting measures to reduce its environment al footprint and ensure operational continuity in a context of increasing attention to sustainability. Throughout the year, the Group has implemented initiatives aimed at optimizing energy consumption at its locations, promoting the adoption of renewable e nergy sources and energy efficiency systems. Additionally, it has promoted sustainable mobility policies for employees, offering remote working options and encouraging the use of low environmental impact vehicles.

To date, the analysis conducted has not highlighted any significant impacts of climate change on the half -

year financial report, either in terms of operating costs or revenues.

In preparing the financial statements, the Group also assessed the potential effects of climate change on the main accounting estimates, in line with ESMA recommendations. Following this analysis, the Group has determined the following:

• Valuation of tangible assets: The Group does not hold assets that are subject to significant risks of obsolescence or impairment due to climate factors. Therefore, no significant impacts have been identified on the recoverable value of assets or on the d etermination of their useful life;

• Impairment losses (IAS 36): No impairment indicators related to climate factors have emerged that would require impairments on business assets. It is specified that, as previously described in note 18, any environmental impacts have been considered in th e preparation of the budget;

• Provisions for risks and charges (IAS 37): No current obligations or potential liabilities have been identified arising from environmental regulations or other factors related to the ecological transition;

• Going concern assessment: The Group has considered climate risks in its going concern analysis and has not identified any factors that could impair its ability to operate in the foreseeable future.

Despite the absence of significant impacts on current accounting estimates, the Group will continue to monitor regulatory developments and market conditions to promptly adjust its assessments.

82 –

Half Year Financial Report as

at 30

une 2026

NOTE 4

2 –

IMPACTS RELATED TO GEOPOLITICAL RISKS AND UNCERTAINTIES

The international macroeconomic environment continues to be characterized by geopolitical tensions and a framework of uncertainty linked to regional conflicts, trade dynamics among major economic areas, political instability in certain parts of the world, and volatility in energy and financial markets.

The Group does not operate directly in areas currently affected by armed conflicts or significant geopolitical instability and does not hold production assets or operational facilities in countries subject to material international sanctions. Therefore, no significant direct impacts on business continuity or the ability to generate revenues have been identified.

However, the Group maintains a corporate presence in the United States, a market that represents a strategic area for development. In this context, any developments in trade, fiscal, or regulatory policies, as well as potential geopolitical tensions betwee n the United States and other economic areas, could result in indirect effects on the relevant macroeconomic environment, exchange rates, and customer investment decisions.

The Group continuously monitors these dynamics, adopting a prudent approach in fina ncial planning and foreign exchange risk management.

In general, the main indirect risks associated with the geopolitical scenario relate to possible slowdowns in demand, inflationary pressures, financial market volatility, and disruptions in technology supply chains. As of the date of preparation of these f inancial statements, no effects have been identified that would significantly impact the Group’s economic, financial, or equity position.

Management continues to closely monitor developments in the international environment, maintaining adequate organizational and financial safeguards aimed at ensuring operational flexibility and financial soundness.

The Group has also assessed the potential effects of geopolitical risks and uncertainties on the main accounting estimates, in line with ESMA recommendations. Following this analysis, the Group has determined

that:

• Property, plant and equipment valuation: no significant impacts arising from geopolitical factors have been identified on the determination of the recoverable amount of assets or on the estimation of their useful lives;

• Impairment (IAS 36): no impairment indicators directly attributable to geopolitical risks have emerged.

Any macroeconomic effects have been considered in the forward -

looking cash flows used for

recoverability testing;

• Financial instruments (IFRS 9): the Group has assessed the potential effects of geopolitical tensions on credit risk and expected credit losses (ECL) relating to trade receivables and other financial assets.

As of the reporting date, no significant increas es in credit risk have been identified that would require material adjustments to impairment allowances;

• Revenue from contracts with customers (IFRS 15): no significant effects arising from geopolitical uncertainties have been identified on revenue recognition, including customers’ ability to meet contractual obligations or the estimation of any variable cons

ideration;

• Provisions (IAS 37): no present obligations or contingent liabilities arising from geopolitical events have been identified that would require the recognition of provisions;

83 –

Half Year Financial Report as

at 30

une 2026

• Going concern assessment: the Group has also considered geopolitical risks in its going concern assessment, without identifying any factors that could compromise its ability to operate in the foreseeable future.

Despite the absence of significant impacts on accounting estimates as of the reporting date, the Group will continue to monitor the evolution of the geopolitical and macroeconomic environment in order to promptly adjust its assessments.

ANNEXED TABLES

85 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF INCOME PREPARED PURSUANT TO CONSOB

RESOLUTION NO. 15519 OF 27 JULY 2006

(thousand Euros)

1° half

2026

of which

with

parties

% 1° half 2025

of which

with

parties

Revenues

1,295,533

0.0%

1,210,125

0.0%

Other income

19,619

14,843

Purchases

(23,808)

(29,031)

Personnel

(727,788)

(9,522)

1.3%

(688,495)

(9,137)

1.3%

Services costs

(331,109)

(1,319)

0.4%

(301,721)

(1,461)

0.5%

Amortization, depreciation and write -

downs

(35,464)

(52,369)

Other operating (costs)/income 801

17,943

Fair value adjustments to deferred

consideration

(8,114)

17,087

Operating income

189,670

188,382

(Loss)/gain on investments

(244)

Financial expenses

(

7,218

)

(17,932)

Financial income

1,899

8,963

Income before taxes

194,107

179,413

Income taxes

(61,051)

(53,824)

Net income

133,056

125,589

Non controlling interest

(1,216)

(834)

Net income of the Parent company

131,841

124,755

86 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION PREPARED PURSUANT TO

CONSOB RESOLUTION NO. 15519 OF 27 JULY 2006

(thousand euros)

30/06/2026

of which with

parties

31/12/2025

of which

with related

parties

Tangible assets

174,113

160,391

Goodwill

691,873

667,136

Intangible assets

79,601

81,349

RoU Assets

129,519

117,134

Equity investments

11,037

10,988

Other financial assets

5,345

6,196

Deferred tax assets

66,040

69,057

Non -

current

assets

1,157,528

1,112,250

Work in progress

283,046

83,489

Trade receivables

35,689

792,089

Other receivables and current assets

99,807

110,812

Current income tax receivables

34,851

24,453

Financial assets

69,057

70,227

Cash and cash equivalents

512,754

571,715

Current assets

1,535,203

1,652,784

TOTAL ASSETS

2,692,731

2,765,035

Share Capital

4,863

Other reserves

1,375,928

1,232,031

Net result of the period

131,841

250,889

Equity of the Parent company

1,512,632

1,487,784

Non -

controlling

interest

2,053

2,280

NET EQUITY

1,514,685

1,490,064

Due to minority shareholders and Earn -

out

23,254

41,700

Financial liabilities

27,936

32,395

Financial liabilities from RoU

105,350

93,923

Employee benefits

83,041

29,858

36.0%

118,678

29,018

24.5%

Deferred tax liabilities

29,200

27,517

Provisions

23,886

22,692

Non -

current

liabilities

292,667

336,905

Due to minority shareholders and Earn -

out

39,938

3,551

Financial liabilities

11,997

13,322

Financial liabilities from RoU

34,510

34,724

Trade payables

175,384

764

0.4%

179,828

709

0.4%

Other current liabilities

583,403

688,986

Income tax Payables

39,174

16,024

Provisions

974

1,631

Current liabilities

885,379

938,066

TOTAL LIABILITIES

1,178,046

1,274,971

TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY

2,692,731

2,765,035

87 –

Half Year Financial Report as

at 30

une 2026

CONSOLIDATED STATEMENT OF CASH FLOWS PREPARED PURSUANT TO CONSOB

RESOLUTION NO. 15519 OF 27 JULY 2006

(thousand Euros)

1 st

half 2026

of which

with related

parties

% 1 st

half 2025

of which

with related

parties

% Group net income

133,056

125,589

Income taxes

58,4

49,433

Amortization and depreciation

35,464

52,369

Other non

monetary expenses/(income)

8,926

(20,336)

Change in

work in progress (

279,420

)

(255,667)

Change in trade receivables

261,459

301,505

0.0%

Change in trade payables (

8,079

) 55

7 %

(5,624)

225

4.0%

Change in other assets and liabilities (

23,666

)

(33,632)

Change in deferred tax liabilities

5,125

3,236

Change in employee benefits and provisions (

35,214

) 840

4 %

(14,812)

1,042

7.0%

Income tax paid

(40,924)

(77,148)

Interest paid

(656)

(1,177)

Interest collected

6,371

5,416

Net cash flows from operating activities (A)

120,866

895

129,152

1,336

Purchase of tangible and intangible assets

(26,837)

(19,182)

Change in financial assets

1,209

(21,332)

Payments for the acquisition of subsidiaries net of cash acquired

(12,879)

(35,074)

Net cash flows from investment activities (B)

(38,507)

(75,588)

Dividends paid

(51,452)

(44,963)

Payments for treasury shares

(64,087)

Financial liabilities for leasing

(18,917)

(18,863)

Repayment of loans

(5,901)

(16,803)

Other changes

(309)

Net cash flows from financing activities (C)

(140,666)

(80,629)

Net cash flows (D) = (A+B+C)

(58,308)

895

(27,066)

1,336

Cash and cash equivalents at beginning of

period

571,702

491,713

Effects of exchange rate differences on cash and cash equivalents 640

5,837

Cash and cash equivalents at period end

512,754

458,811

Total change in cash and cash equivalents (D)

(58,308)

(27,066)

88 –

Half Year Financial Report as

at 30

une 2026

LIST OF COMPANIES A

S OF

30 JUNE 2026

Company name

Headquarters

Share capital

Group

interest

Parent company

Reply S.p.A.

Turin

– Corso Francia, 110 -

Italy

€ 4,863,486

Companies consolidated on a line by line basis:

4brands Reply GmbH & CO. KG

Minden, Germany

€ 1,000,000

51.00%

Affinity Reply Ltd London, United Kingdom

€ 100

£ 5,086

100.00%

Avantage Reply Roma S.r.l.

Turin, Italy

€ 10,000

100.00%

Avenir Reply BV (ex Wemanity Flanders Reply

SRL/BV)

Bruxelles, Belgium

€ 3,748,333

100.00%

R$ 100,000

100.00%

Cluster Reply Roma S.r.l.

Turin, Italy

€ 10,000

100.00%

Cluster Reply S.r.l.

Turin, Italy

€ 139,116

100.00%

89 –

Half Year Financial Report as

€ 10,000

100,00%

Concept Quality Reply GmbH (ex Laife Reply

GmbH)

Munich, Germany

€ 25,000

100.00%

Concept Quality Reply Ltd London, United Kingdom

€ 25,000

100.00%

Go Reply Ltd London, United Kingdom £ 1

100.00%

Go Reply S.r.l.

Turin, Italy

€ 50,000

100.00%

Graymatter Reply Ltd London, United Kingdom

£ 282

100.00%

Healthy Reply S.r.l. (ex Santer Reply S.r.l.)

£ 100

100.00%

Logistics Reply Roma S.r.l.

Turin, Italy

€ 10,000

100.00%

Logistics Reply S.r.l.

Turin, Italy

€ 78,000

100.00%

£ 1,695

100.00%

Movar Reply Ltd London, United Kingdom

100.00%

Power Reply GmbH

Monaco, Germany

€ 35,000

100.00%

Power Reply S.r.l.

Turin, Italy

€ 10,000

100.00%

Protocube Reply S.r.l.

Turin, Italy

€ 10,200

100.00%

Red Reply GmbH

Frankfurt, Germany

€ 25,000

100.00%

R$ 650,000

100.00%

Reply France SAS

Paris, France

€ 10,120,000

100.00%

Reply GmbH

Zurich, Switzerland

CHF 13,955

100.00%

Reply Inc.

Michigan, USA

$ 35,582,982

100.00%

Reply Ltd

100.00%

Retail Reply S.r.l.

Turin, Italy

€ 10,000

100.00%

91 –

Half Year Financial Report as

at 30

une 2026

Ringmaster S.r.l.

Turin, Italy

€ 10,000

50.00%

Riverland Reply GmbH

Munich, Germany

€ 25,000

100.00%

Roboverse Reply GmbH

Guetersloh, Germany

€ 25,000

100.00%

Root16 Reply LLC

£ 11,556

£ 100

100.00%

Spike Reply S.r.l.

Turin, Italy

€ 50,000

100.00%

Sprint Reply GmbH

Munich, Germany

€ 25,000

Tool Reply GmbH

Guetersloh, Germany

€ 255,646

100.00%

92 –

Half Year Financial Report as

at 30

une 2026

Triplesense Reply GmbH

Frankfurt, Germany

€ 51,000

100.00%

Triplesense Reply S.r.l.

Turin, Italy

€ 10,000

100.00%

Twist Reply S.r.l.

Turin, Italy

€ 10,000

100.00%

Up Reply GmbH

Munich, Germany

€ 25,000

100.00%

Valorem GmbH

Zurich, Switzerland

CHF 30,000

100.00%

Valorem LLC

Kansas City, USA

$ 3,318,947

100.00%

Valorem Private Ltd Kochi, India ₹

3,782,960

100.00%

Dover, USA

$ 100,000

100.00%

Wemanity BV

Brussels, Belgium

€ 80,900

100.00%

Wewyse SAS

Illinois, USA

$ 980

100.00%

CageEye AS

Half Year Financial Report as

at 30

une 2026

ATTESTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE

WITH ARTICLE 81

TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AND

SUBSEQUENT AMENDMENTS AND ADDITIONS

The undersigned, Mario Rizzante, in his capacity as Chief Executive Officer and Giuseppe Veneziano, director responsible of drawing up the Company’s financial statements pursuant to the provisions of article 154 -

bis,

paragraph 3 and 4 of legislative decree no. 58 of February 24, 1998, hereby attest:

• the adequacy with respect to the Company’s structure and • the effective application of the administrative and accounting procedures applied in the preparation of the condensed financial statements for the period ended June 30 2026.

The assessment of the adequacy of administrative and accounting procedures used for the preparation of the condensed financial statements as of and for the period ended June 30, 2026 was carried out on the basis of regulations and methodologies defined by Reply prevalently coherent with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, an internationally -

a ccepted reference framework.

The undersigned moreover attest that:

the Half

year condensed financial statements a

s of

June 30, 2026:

have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and Council, dated 19 July 2002;

correspond to the amounts shown in the Company’s accounts, books and records;

provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

the related interim management report includes a reliable analysis of the performance and results of the management, as well as the situation of the issuer and the group of companies included in the consolidation, along with a description of the main risks and uncertainties to which they are exposed.

Turin, July 30, 2026 /s/ Mario Rizzante /s/ Giuseppe Veneziano Chairman and Chief Executive Officer Director responsible of drawing up the

accounting documents

Mario Rizzante

Giuseppe Veneziano

IND E

PENDENT AUDITORS’

REPOR

Review report on consolidated condensed interim financial statements To the Shareholders of

Reply SpA

Foreword

We have reviewed the accompanying consolidated condensed interim financial statements of Reply SpA and its subsidiaries (the “Reply Group”) as of 30 June 2026, comprising the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cashflows and related notes. The directors of Reply SpA 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 Board 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 cr iteria 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 audit 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 express 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 the Reply Gr oup as of 30 June 2026 are not prepared, in all material respects, in accordance with the accounting standard IAS 34 as issued by the International Accounting Standards Board and adopted by the European Union applicable to interim financial reporting.

Turin, 31 July 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.

Review report on consolidated condensed interim financial statements To the S hareholders of

Reply SpA

Foreword

We have reviewed the accompanying consolidated condensed interim financial statements of Reply SpA and its subsidiaries ( the “Reply Group ”) as of 30 June 2026 , comprising the consolidated statement of financial position, consolidated income statement , consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cashflow s and related notes. The directors of Reply SpA 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 Board 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 i n scope than a full -scope audit 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 aud it. Accordingly, we do not express 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 the Reply Group as of 30 June 2026 are not prepared, in all material respects, in accordance with the accounting standard IAS 34 as issued by the International Accounting Standards Board and adopted by the European Union applicable to interim financial reporting.

Turin, 3 1 July 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.

CORPORATE INFORMATION

HEADQUARTER

Reply S.p.A.

Corso Francia.

110

10143 TURIN

–

ITALY

Tel. +39

011 -

7711594

Fax +39

011 -

7495416

www.reply.com

CORPORATE INFORMATION

Share capital: Euro 4,863,485.64 i.v.

Fiscal code and R.I. of Turin no. 97579210010

VAT 08013390011

REA of Turin 938289

MARKETING

E -

mail: marketing@reply.com

Tel. +39

011 -

7711594

Fax +39

011 -

7495416

INVESTOR RELATOR

E -

Half year Financial Report 2026

HALF-YEAR

FINANCIAL

REPORT

REPLY

HALF YEAR

FINANCIAL REPORT

S OF

JUNE 30

2026

CONTENTS

BOARD OF DIRECTORS AND CONTROLLING BODIES

KEY GROUP RESULTS

REPLY

INTERIM FINANCIAL REPORT 2026

OTHER INFORMATION

EVENTS SUBSEQUENT TO 30 JUNE 2026

OUTLOOK ON OPERATIONS

HALF YEAR CONDENSED FINANCIAL STATEMENTS AT 30 JUNE

2026

NOTES

ANNEXED TABLES

ATTESTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 81

OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS

93 IND

PENDENT AUDITORS’ REPORT

BOARD OF DIRECTORS AND

CONTROLLING BODIES

BOARD OF DIRECTORS AND CONTROLLING BODIES

Mario Rizzante

Tatiana Rizzante

Executive Directors

Filippo Rizzante

Marco Cusinato

Daniele Angelucci

Patrizia Polliotto

(1) (2)

(1) (2)

(1) (2)

Chairman

Standing Auditors

Piergiorgio Re

Donatella Busso

Audit Firm

(1) Non

executive Director

KEY GROUP RESULTS

at 30

une 2026

2025

Economic figures

(thsd euros)

2,483,629

100.0

Revenue

1,311,932

100.0

1,221,260

100.0

1,115,783

100.0

467,637

18.8

233,249

17.8

223,664

18.3

180,459

16.2

391,689

15.8

Operating income

189,670

14.5

188,382

15.4

146,646

13.1

369,696

14.9