Esprinet Group
Half -Year Financial Report as at 30 June 202 6
Approved by the Board of Directors on 9 September 202 6
Parent Company:
Esprinet S.p.A.
VAT Number: IT 02999990969 Companies’ Register of Milan, Monza and Brianza, Lodi and Tax Number: 05091320159 R.E.A. (economic and administrative index) 1158694 Registered Office and Administrative HQ: Via Energy Park, 20 - 20871 Vimercate (MB) Subscribed and paid -in share capital as at 30/06/202 6: Euro 7,860,651
www.esprinet.com - info@esprinet.com
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 2
Company Officers
Board of Directors:
(Mandate expiring with approval of the financial statements for the year ending 31 December 2026)
Chairman Maurizio Rota Deputy Chairman Marco Monti Chief Excecutive Officer and General Manager Giovanni Francesco Testa (CSC) Director Luigi Monti Director Riccardo Rota Director Angela Maria Cossellu (Ind) (RCN) Director Angelo Miglietta (InD) (CRC) (RNC) Director Emanuela Teresa Basso Petrino (Ind) (CSC) Director Emanuela Prandelli (Ind) (CSC) Director Renata Maria Ricotti (InD) (CRC) (RNC) Director Angela Sanarico (Ind) (CRC) Secretary Manfredi Vianini Tolomei Studio Chiomenti
Key:
InD: Independent Director CRC: Member of the Control and Risks Committee RNC: Member of the Remuneration and Nomination Committee CSC: Member of the Competitiveness and Sustainability Committee
Board of Statutory Auditors:
(Mandate expiring with approval of the financial statements for the year ending 31 December 2026)
Chairman Silvia Muzi Permanent Auditor Maurizio Dallocchio Permanent Auditor Riccardo Garbagnati Alternate Auditor Ilaria Verani Alternate Auditor Vieri Chimenti
Independent Auditors:
(Mandate expiring with approval of the financial statements for the year ending 31 December 2027) PricewaterhouseCoopers S.p.A.
Waiver of obligation to provide information on extraordinary transactions Pursuant to Article 70, paragraph 8, and Article 71, paragraph 1 -bis, of the Issuers’ Regulation issued by CONSOB, on 21 December 2012 the Board of Directors of Esprinet S.p.A. resolved to make use of the right to waive the obligation to publish the inform ation documents stipulated for significant transactions relating to mergers, demergers, increases in capital by the contribution of goods in kind, acquisitions and transfers.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 3
CONTENTS
INTERIM DIRECTORS’ REPORT ON OPERATIONS
Company Officers page 2 Activities and structure of the Esprinet Group page 4 1General information about the Esprinet Group 2Target Market Trend Group’s results for the period page 7 1Summary of the Group's economic and financial results for the period 2Review of economic and financial results of the period 3Sales trends by product family and customer type Significant events occurring in the period page 17 Subsequent events page 18 Relationships with related parties page 18 Main risks and uncertainties page 19 Other significant information page 22 1Research and development activities 2Number and value of own shares 3Atypical and/or unusual operations 4Share incentive plans 5Reconciliation of equity and Group result and corresponding values of the parent company Business outlook, risks and uncertainties in the second half of the year page 24
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
Consolidated statement of financial position page 25 Consolidated income statement page 26 Consolidated statement of comprehensive income page 26 Consolidated statement of changes in shareholders' equity page 27 Consolidated cash flow statement page 28 Notes to the condensed consolidated half-year financial statements 1Contents and format of the consolidated financial statements page 29 1.1 Regulations, accounting principles and valuation criteria 1.2 Scope of consolidation 1.3 Principal assumptions, estimates and rounding 1.4 Change in accounting policies 1.5 New or revised accounting standards and interpretations adopted by the Group 2Business combinations page 33 3Segment information page 33
3.1 Introduction
3.2 Financial statements by operating segments 4Notes to statement of financial position items page 38 5Guarantees, commitments and potential risks page 54 6Notes to income statement items page 54 7Other significant information page 61 7.1 Cash flow analysis in the period 7.2 Net financial indebtedness and loans covenants 7.3 Relationships with related entities 7.4 Non-recurring significant events and transactions 7.5 Seasonal nature of business 7.6 Financial instruments pursuant to IFRS 9: classes of risk and fair value 7.7 Hedging derivatives analysis 7.8 Non-hedging derivatives analysis 7.9 Subsequent events 7.10 Emoluments to the board members, statutory auditors and key managers Statement of the ‘Condensed consolidated half-year financial statements’ pursuant to Article 154-bis of Legislative Decree no. 58/98 page 72
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 4 Activities and structure of the Esprinet Group 1. General information about the Esprinet Group The chart below illustrates the structure of the Esprinet Group as at 30 June 2026:
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 95% 100% 5% 100% 100% 100% (1) 100%, of which 9.58% of own shares owned by V-Valley Advanced Solutions España, S.A.Esprinet S.p.A.
Bludis S.r.l. Dacom S.p.A. Vamat B.V. V-Valley S.r.l. idMAINT S.r.l.Esprinet Iberica S.L.U.
V-Valley Africa
SARLAUEsprinet
Portugal LdaSifar Group S.r.l.Zeliatech S.r.l.
100%
Optima
Logistics
S.L.U.Erredi Deutschland
GmbH
Lidera Network
S.LV-Valley Advanced
Solutions Portugal,
Unipessoal, LdaV-Valley Advanced
Solutions España,
S.A.(1 )Vamat Ltd Erredi France SARL
From a legal standpoint, the parent company Esprinet S.p.A. was founded in September 2000 following the merger of two leading Italian distributors at the time, Comprel S.p.A. and Celomax S.p.A.
The Esprinet Group later assumed its current composition as a result of the carve -out of micro -
electronic components from the parent company and of various business combinations and establishment of new companies.
This report will refer to the ‘Italian Subgroup’ and the ‘Iberian Subgroup’.
At period end, the Italian Subgroup includes not only the parent company Esprinet S.p.A., but also the companies it directly controls: Bludis S.r.l., Dacom S.p.A., idMAINT S.r.l., Sifar Group S.r.l., V -Valley S.r.l., Zeliatech S.r.l., Vamat BV, its wholly owned subsidiary Vamat Ltd (both acquired on 1 October 2025).
For the purposes of the representation under the Italian Subgroup, the subsidiary idMAINT S.r.l. is understood to include its wholly -owned subsidiaries Erredi Deutschland GmbH, and Erredi France SARL, (collectively the ‘idMAINT Group ’), merely companies for procuring sales in service of Dacom S.p.A.
At the same date, the Iberian Subgroup is instead made up of the Spanish operating sub -holding Esprinet Iberica S.L.U. and its subsidiaries Esprinet Portugal Lda and V -Valley Advanced Solutions España, S.A (formerly GTI Software Y Networking S.A.). For the purposes of representation within the Iberian Subgroup, the subsidiary V -Valley Advanced Solutions España, S.A. is understood to also include its wholly -owned subsidiaries V -Valley Advanced Solutions Portugal Unipessoal Lda, V -
Valley Africa SARLAU (former ly GTI Software & Networking SARLAU), Optima Logistics S.L.U. and Lidera Network S.L.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 5 Esprinet S.p.A. has its legal and administrative headquarters in Vimercate, Italy (Monza and Brianza) and has its own logistic sites in Cambiago (Milan), Cavenago (Monza and Brianza) and Tortona (Alessandria).
Esprinet S.p.A. uses Intesa Sanpaolo S.p.A. for specialist activities.
2. Target Market Trend The technology distribution industry
Europe
According to the findings from the research company Context, updated in July 2026 and based on a panel of distributors largely representative of the overall market trends, in the first half of 2026 the European IT and electronics retail industry generated sales of around 48.1 billion euro, up 9.8% compared to 43.8 billion euro recorded in the same period of the previous year. The positive trend gradually strengthened during the half -year: after an increase of 7.7% recorded in the first three months of the y ear, the second quarter showed a further acceleration, with a growth of 12.0% compared to the April -June 2025 period.
Germany, the main European market with approximately 9.3 billion euro in sales, grew by 10.9% while the United Kingdom and Ireland, second in terms of importance, recorded sales of 7.9 billion euro, marking an increase (6.2%) compared to last year.
Italy, confirmed third in terms of the volume of sales, with roughly 4.6 billion euro, also recorded a positive trend (+4.1%). By contrast, Spain and Portugal recorded an increase of +12.4% (with sales of almost 4.0 billion euro) and an increase of +19.5% (sales exceeded one billion euros) respectively.
The table below summarises the distribution trend in the first two quarters :
Q1 202 6 vs 202 5 Q2 202 6 vs 202 5 H1 202 6 vs
202 5
Total 7.7% 12.0% 9.8% Germany 9.0% 13.0% 10.9% UK-Ireland 5.2% 7.2% 6.2% Italy -0.2% 8.8% 4.1% Franc e 12.4% 12.2% 12.3% Spa in 11.1% 13.8% 12.4% Poland 8.9% 34.3% 21.6% Netherlands 4.2% 3.3% 3.8% Switzerland 3.2% 3.4% 3.3% Sweden 14.9% 23.9% 19.4% Czechia 16.7% 10.5% 13.6% Belgium 4.1% 8.4% 6.1% Port ugal 13.4% 26.2% 19.5% Austria -0.1% 5.1% 2.3% Denmark 11.6% 11.3% 11.5% Finland 25.1% 30.8% 23.2% Norway 6.2% -10.4% -2.5% Baltics 20.0% 25.6% 22.9% Slovakia 11.5% -6.3% 1.7%
Source: Context, July 202 6
Italy
In the first half of 2026, the Italian technology distribution market mapped in the Context Panel increased by 4.1% compared with the same period in 2025.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 6 After a substantially flat trend in the first quarter ( -0.2%), the second quarter recorded a +8.8% compared to the same period of the previous year.
Mobile Computing (notebooks and tablets) and Desktop Computing, which account for approximately 22% of the total turnover, have together shown a growth of 17.4%.
Smartphones, the second most important category (15% of total sales in Italy), recorded a decline ( -
7.1%) compared to the first six months of 2025.
The printer and consumables categories also decreased ( -9.3%), while the monitor category recorded a rise (+9.6%).
Televisions are still in serious difficulty, with demand dropping by 13.5%.
Lastly, it is important to highlight how, thanks to the digital transformation process, which is still supported especially by investments from companies and Public Administration related to the National Recovery and Resilience Plan, the Software product c ategory has once again shown a positive performance (+5.4%). Sales in the Hardware Infrastructure segment also increased (+13.4%).
In Italy, the Group as a whole recorded a growth of +1.3% (+0.3% in accounting terms).
‘Business’ customers in the distribution market showed growth compared to the previous year (+8.2%), while the increase in the Group's sales in this segment was 5.2%.
The 'retail' market segment decreased by 6.6%, and the Group showed a decline of 6.3%.
Spain
In the first half of 2026, the Spanish technology distribution market recorded a growth of 12.4% compared to the same period of the previous year, with the quarter just closed at +13.8%. In the first three months, sales rose by 11.1%.
In Spain, the Mobile Computing (notebooks and tablets) and Desktop Computing categories, which together account for 22% of total sales, have seen a substantial increase in turnover (+23.9%), supported by government incentives granted to small and medium -sized enterprises.
Smartphones, which account for around 14% of total sales, showed a slowdown ( -3.4%) compared with the first 6 months of 2025.
Unlike in the Italian market, printers and consumables – which accounted for around 6% of total sales – recorded growth of 7.4%.
The monitors category reported an increase of 3.2%. Note should also be taken of the increase in sales of televisions: +14.9% compared to the same period last year.
The investments of companies and the Public Administration in the Infrastructure area showed the following trends: Software +12.1% and Hardware +28.3%.
The Group in Spain reported an overall positive trend in sales of +14.4% (+19.8% in accounting terms), outperforming the market.
'Business' customers in the distribution market grew by 15.6% while the Group recorded a +17.4%. The ‘retail’ customer segment increased by 5.7%, and in this segment, the Group's sales showed a +9.0%.
Portugal
In the first half of 2026, the Portuguese technology distribution market mapped in the Context Panel rose by 19.5% compared with the same period in 2025, with the quarter just ended up +26.2%. The first quarter registered an +13.4% rise.
In Portugal, the Mobile Computing (notebooks and tablets) and Desktop Computing categories, which together account for approximately 24% of total sales, saw their turnover rise by 25.0%.
Smartphones, which accounted 20% of the total sales of the Portuguese distribution market, recorded an increase of 15.0%.
In the Infrastructure area, sales related to the Software category increased significantly (+18.5%), as did sales from the Hardware (servers, storage, networking and other products) category, which recorded a growth of +24.4%.
The Group in Portugal recorded an overall growth in sales of 39.8% (+28.6% in accounting terms), increasing its market share.
Distribution ‘business’ customers increased by 26.2% while the Group recorded an increase of +55.5%. The ‘retail’ customer segment, on the other hand, increased by 10.4%, while at Group level sales grew by 19.0%.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 7
Group’s results for the period 1. Summary of the Group's economic and financial results for the period
(euro/000) 6 months* Q2** notes 2026 % 2025 notes % % var.
2026 % 2025 % % var.
26/25 26/25
Profit & Loss Sales from contracts with customers 2,089,286 100.0% 1,931,483 100.0% 8% 1,024,587 100.0% 969,115 100.0% 6% Gross profit 120,065 5.8% 109,822 5.7% 9% 60,960 6.0% 55,960 5.8% 9%
EBITDA (1) 29,607 1.4% 25,139 (1) 1.3% 18% 13,954 1.4% 14,290 1.5% -2%
Operating result (EBIT) 17,769 0.9% 12,874 0.7% 38% 8,133 0.8% 8,172 0.8% -0% Result before income tax 7,508 0.4% 7,045 0.4% 7% 2,978 0.3% 5,898 0.6% -50% Net result 4,755 0.2% 3,408 0.2% 40% 1,923 0.2% 2,914 0.3% -50%
Financial data
Cash flow (2) 16,593 15,673 (2) Gross investments 4,510 1,742 Net working capital (3) 448,528 168,039 (3) Operating net working capital (4) 427,812 139,568 (4) Fixed assets (5) 280,827 293,492 (5) Net capital employed (6) 681,621 411,410 (6) Net equity 376,850 389,470 Tangible net equity (7) 243,345 255,145 (7) Net financial debt (8) 325,483 43,808 (8)
Main indicators
Net financial debt / Net equity 0.9 0.1 Net financial debt / Tangible net equity 1.3 0.2 EBIT / Finance costs - net 1.7 2.2 EBITDA / Finance costs - net 2.9 4.3 Net financial debt/ EBITDA (9) 4.4 0.6 (9)
ROCE (10) 6.3% 6.6% (10)
Operational data
N. of employees at end -period 1,880 1,798 Average number of employees (11) 1,854 1,803 (11)
Earnings per share (euro)
- Basic 0.10 0.07 43% 0.04 0.06 -33%
- Diluted 0.10 0.07 43% 0.04 0.06 -33%
(*) Comparative financial data indicators are calculated on 31 December 202 5 figures.
(**) Not subject to limited scope audit.
(1) EBITDA is equal to the operating profit (EBIT) gross of amortisation/depreciation and write -downs.
(2) Sum of consolidated net income and amortisation/depreciation.
(3) Sum of current assets, non -current assets held for sale and current liabilities, gross of net short –term financial liabilities.
(4) Sum of trade receivables, inventory and trade payables.
(5) Equal to non -current assets net of non -current derivative financial assets.
(6) Equal to capital employed as of period end, calculated as the sum of net working capital plus fixed assets net of non -current non -financial liabilities.
(7) Equal to equity less goodwill and intangible assets.
(8) Sum of financial liabilities, lease liabilities, cash and cash equivalents, assets/liabilities for derivative instruments and financial receivables from factoring companies.
(9) 12-month rolling EBITDA.
(10) Calculated as the ratio between (i) operating profit (EBIT) net of ‘non -recurring’ components, the effects of IFRS 16 and
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 8 taxes calculated at the effective tax rate of the latest set of annual consolidated financial statements published and, (ii) average invested capital (calculated as the sum of net working capital and fixed capital) at the closing date of the period under r eview and the four preceding quarters.
(11) Calculated as the average of opening balance and closing balance of consolidated companies.
The earnings and financial results in the first half of 2026 and those of the relative periods of comparison have been drawn up according to International Financial Standards (‘IFRS’), endorsed by the European Union and in force during the period.
These results were subject to a limited scope audit by the company PricewaterhouseCoopers S.p.A.
with the exception of figures relating only to the second quarter.
In the chart above, in addition to the conventional economic and financial indicators laid down by IFRSs, some ‘alternative performance indicators’, although not defined by the IFRSs, are presented.
These ‘alternative performance indicators’, consistently presented in previous periodic Group reports, are not intended to substitute conventional IFRS indicators; they are used internally by the management for measuring and controlling the Group’s profitability, performance, capital structure and financial posi tion, as they are considered particularly relevant.
As required by the ESMA/2015/1415 Guidelines issued by ESMA (European Securities and Market Authority) under Art. 16 of the ESMA Regulation, updating the previous recommendation CESR/05 -
178b of the CESR (Committee of European Securities Regulators) and ado pted by CONSOB with Communication No. 0092543 of 03/12/2015, the basis of calculation adopted is defined below the table.
2. Review of economic and financial results of the period A) Esprinet Group’s financial highlights
The Group’s financial highlights as at 30 June 2026 are hereby summarised:
(1) Cash discounts for ‘non -recourse’ advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.
(2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.
(3) Adjusted given gross of non -recurring items.
(4) Of which, for the year 2026, 1.9 million euro otherwise included in ‘Other operating costs ’ and 0.4 million otherwise included in the item ‘Personnel costs ’.
(€/000)
H1
2025
% Var.
Q2
2025
% Var.
Sales from contracts with customers
2,089,286
1,931,483
8% 1,024,587 969,115 6% Cost of goods sold excl. factoring/securitisation
1,962,263
1,815,018
8% 960,002 910,368 5% Financial cost of factoring/securisation (1)
6,048
5,560
9% 3,183 2,255 41%
Gross Profit
(2)
120,975
110,905
9% 61,402 56,492 9% Gross Profit %
5.79%
5.74% 5.99% 5.83%
Personnel costs
54,206
51,013
6% 26,995 25,159 7% Other operating costs
34,865
34,753
0% 18,158 17,043 7%
EBITDA adjusted
(3)
31,904
25,139
27% 16,249 14,290 14% EBITDA adjusted %
1.53%
1.30% 1.59% 1.47% Depreciation and amortisation
4,291
4,529
-5% 2,127 2,258 -6% IFRS 16 Right of Use depreciation
7,547
7,736
-2% 3,694 3,860 -4%
Goodwill impairment
-
-
n/s - - n/s
EBIT adjusted
(3)
20,066
12,874
56% 10,428 8,172 28% EBIT adjusted %
0.96%
0.67% 1.02% 0.84%
Non recurring costs (4)
2,297
-
100% 2,297 - 100%
EBIT
17,769
12,874
38% 8,131 8,172 -1%
EBIT %
0.85%
0.67% 0.79% 0.84%
IFRS 16 interest expenses on leases
2,150
2,342
-8% 1,050 1,164 -10% Other financial (income) expenses
6,235
5,954
5% 3,317 2,865 16% Foreign exchange (gains) losses
1,876
(2,467) >100% 788 (1,755) >100% Result before income taxes
7,508
7,045
7% 2,976 5,898 -50%
Income taxes
2,753
3,637
-24% 1,055 2,984 -65%
Net result
4,755
3,408
40% 1,921 2,914 -34%
- of which attributable to non-controlling interests -
-
n/s - - n/s
- of which attributable to the Group
4,755
3,408
40% 1,921 2,914 -34% H1
2026
Q2
2026
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 9 Sales from contracts with customers amounted to 2,089.3 million euro and showed an improvement of +8% compared to 1,931.5 million euro realised in the first half of 2025. The second quarter of 2026 shows an increase of +6% compared to the corresponding per iod of the previous fiscal year.
Gross profit is 121.0 million euro, 9% up compared to the 110.9 million euro recorded in the first half of 2025 due to both higher sales achieved and the improvement of the percentage margin, which rose from 5.74% to 5.79%, also thanks to the greater incid ence of high -margin product categories. In the second quarter alone, gross profit, amounting to 61.4 million euro, recorded an increase of +9% compared to the same period of the previous year, with a percentage margin up from 5.83% to 5.99%.
Adjusted EBITDA, equal to 31.9 million euro, up +27% compared to 25.1 million euro recorded in the first half of 2025, is calculated gross of non -recurring charges of 2.3 million euro incurred in connection with the termination of the relationship with the previous Chief Executive Officer of Esprinet S.p.A. and the Group and the reorganisation of the management structure in the various countries. The impact on sales is equal to 1.53%, up from 1.30% recorded in the corresponding period of 2025, also thanks t o the lower percentage weight of operating costs, which fell to 4.26% from 4.44% in the first half of 2026. In fact, operating costs show an increase of +4% which, on a like -for-
like basis, i.e. on a comparable scope of consolidation, and therefore net of 1.7 million euro of expenses, mainly for personnel costs, incurred by the subsidiaries Vamat B.V. and Vamat Ltd, both acquired in October 2025, is reduced to +2%, slightly lower than the average inflationary dynamics recorded in the main countries in which the Group operates.
The second quarter alone shows an increase of +14% compared to the same period of the previous year, with an improvement in the impact on sales, rising from 1.47% to 1.59%.
Adjusted EBIT, calculated gross of the aforementioned 2.3 million euro in non -recurring charges, amounted to 20.1 million euro in the first half of the year, marking an improvement of +56% compared to the corresponding half year of 2025, with the percentag e margin on sales rising from 0.67% to 0.96%. The performance in the second quarter alone shows an improvement of +28%, and an incidence of 1.02% compared to 0.84% in the second quarter of 2025.
In the first half of 2026, EBIT amounted to 17.8 million euro, an increase of +38% compared to the first half of 2025. The second quarter alone, on the other hand, showed a decrease of -1%, which was affected by the aforementioned non -recurring charges inc urred entirely in the period.
The result before taxes amounting to 7.5 million euro in the first half of 2026 shows an improvement of +7% compared to the same period in 2025, lower than the positive result recorded at the EBIT level due to the unfavourable impact on the currency balanc e of the trend in the euro -US dollar exchange rate. The same trends were observed in the second quarter of 2026 alone, whose result before taxes showed a decrease of -50%.
The net result amounted to 4.8 million euro (3.4 million euro in the first half of 2025); in the second quarter it stood at 2.0 million euro (2.9 million euro in the second quarter of 2025).
The Group’s main financial and equity position as at 30 June 2026 are hereby summarised :
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 10
(euro/000) 30/06/2026 31/12/2025 Fixed assets 280,827 293,492 Operating net working capital 427,812 139,568 Other current assets/liabilities 20,716 28,471 Other non -current assets/liabilities (27,022) (28,253) Total uses 702,333 433,278 Short -term financial liabilities 242,087 68,397 Lease liabilities 14,185 14,146 Financial assets held for trading (251) (213) Financial receivables from factoring companies (1,227) (585) Current debts for investments in subsidiaries 1,906 6,000 Other current financial receivables (7,994) (8,834) Cash and cash equivalents (111,950) (230,562) Net current financial debt 136,756 (151,651) Borrowings 80,599 74,911 Lease liabilities 108,128 120,548 Net financial debt (A) 325,483 43,808 Net equity (B) 376,850 389,470 Total sources of funds (C=A+B) 702,333 433,278
The distribution of technology is characterised by a high degree of seasonality and consequently the invested capital, in support of the business, is also subject to significant fluctuations between quarters and when compared to the situation as at 31 Dece mber.
Net invested capital as at 30 June 2026 amounted to 702.3 million euro (700.7 million euro as at 30 June 2025) and was financed by:
- net equity amounting to 376.9 million euro (389.5 million euro as at 31 December 2025);
- a net financial debt of minus 325.5 million euro, showing the usual increase compared with 31 December 2025 (minus 43.8 million euro) but, despite higher business volumes, in line with or slightly improved on both 30 June 2025 (a negative figure of 327.5 million euros) and to 31 March 2026 (a negative figure of 350.4 million euros).
Changes compared with previous periods, in terms of the structure of capital employed, consistent with the nature of the business, are almost entirely attributable to changes in the management of working capital.
The value of the exact net financial debt is indeed influenced by technical factors like the seasonality of the business, the trend in ‘non -recourse’ assignment of trade receivables (factoring, confirming and securitisation), the trend in the behavioural m odels of customers and suppliers in the different periods of the year, the support plans of the main suppliers in the seasonal peak periods. Therefore, it is not representative of the average levels of net financial indebtedness noted during the period.
The aforementioned factoring and securitisation programmes, which define the complete transfer of risks and benefits to the assignees and therefore involve the derecognition of receivables from the statement of financial position assets in compliance with IF RS 9, determine an overall effect on the level of consolidated net financial payables as at 30 June 2026 of Euro 401.6 million (Euro 488.7 million as at 31 December 2025 and Euro 347.7 million as at 30 June 2025).
Equity and financial indicators nonetheless confirm the strength of the Group.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 11
B) Financial highlights by geographical area B.1) Italian Subgroup The Italian Subgroup’s financial highlights as at 30 June 2026 are hereby summarised:
(1) Cash discounts for ‘non -recourse’ advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.
(2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.
(3) Adjusted given gross of non -recurring items.
(4) Of which, for the year 2026, 1.6 million euro otherwise included in ‘Other operating costs ’ and 0.4 million otherwise included in the item ‘Personnel costs ’.
Sales from contracts with customers amounted to 1,292.1 million euro and, with the contribution of 16.0 million euro from Vamat B.V. and Vamat Ltd, acquired in October 2025, showed an improvement of +2% compared to 1,270.4 million euro realised in the first half of 2025. The second quarter of 2026, which benefited from a contribution of 11.7 million euro from the two aforementioned companies, was substantially in line with the corresponding period of the previous year.
Gross profit is 74.6 million euro, 3.6 million euro up compared with what recorded in the first half of 2025, due to both higher sales achieved and the improvement of the percentage margin from 5.59% to 5.78%, also thanks to the greater incidence of high -margin product categories. In the second quarter alone, gross profit, amounting to 38.3 million euro, recorded an increase of +4% compared to the same period of 2025, with a percentage margin up from 5.85% to 6.04%.
The growth in the percentage gross profit is confirmed at 5.76% in the first half and 6.05% in the second quarter, also net of the contribution of 1.1 million euro and 0.6 million euro, respectively, from the companies acquired in October 2025.
Adjusted EBITDA, equal to 14.4 million euro, up +28% compared to 11.3 million euro recorded in the first half of 2025, is calculated gross of non -recurring charges of 2.0 million euro incurred in connection with the termination of the relationship with the previous Chief Executive Officer of Esprinet S.p.A. and the Group, the reorganisation of the management structure. The impact on sales is equal to 1.11%, an increase compared to 0.89% recorded in the corresponding period of 2025, due to the increase in sa les and percentage margin and thanks to the reduction in the weight of operating costs, up by 0.5 million euro but inclusive of 1.7 million euro incurred by the subsidiaries Vamat B.V.
and Vamat Ltd acquired in October 2025. The second quarter alone was in line with the corresponding second quarter of 2025, both in absolute terms and as a percentage of sales.
Adjusted EBIT, calculated gross of the aforementioned 2.0 million euro in non -recurring charges, amounted to 5.3 million euro in the first half of the year, marking an improvement of +208%
(€/000)
H1
2025
% Var.
Q2
2025
% Var.
Sales from contracts with customers
1,292,127
1,270,406
2% 635,013 632,450 0% Cost of goods sold excl. factoring/securitisation
1,213,745
1,195,769
2% 594,666 593,929 0% Financial cost of factoring/securisation (1)
3,745
3,589
4% 2,003 1,499 34%
Gross Profit
(2)
74,637
71,048
5% 38,344 37,022 4% Gross Profit %
5.78%
5.59% 6.04% 5.85%
Personnel costs
33,573
32,456
3% 16,246 15,572 4% Other operating costs
26,680
27,338
-2% 13,701 13,077 5%
EBITDA adjusted
(3)
14,384
11,254
28% 8,397 8,373 0% EBITDA adjusted %
1.11%
0.89% 1.32% 1.32% Depreciation and amortisation
3,264
3,508
-7% 1,613 1,747 -8% IFRS 16 Right of Use depreciation
5,842
6,032
-3% 2,888 3,007 -4%
Goodwill impairment
-
-
n/s - - n/s
EBIT adjusted
(3)
5,278
1,714
>100%
3,896
3,619 8%
EBIT adjusted %
0.41%
0.13% 0.61% 0.57%
Non recurring costs (4)
2,032
-
100% 2,032 - 100%
EBIT
3,246
1,714
89%
1,864
3,619 -48%
EBIT %
0.25%
0.13% 0.29% 0.57%
H1
2026
Q2
2026
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 12 compared to the corresponding half year of 2025, with the percentage margin on sales rising from 0.13% to 0.41%. The performance in the second quarter alone instead shows an improvement of +8%, and an incidence of 0.61% compared to 0.57% in the second quar ter of 2025.
In the first half of 2026, EBIT amounted to 3.2 million euro, an increase of +89% compared to the first half of 2025. The second quarter alone, on the other hand, showed a decrease of -48%, as a result of the aforementioned non -recurring charges, which wer e entirely incurred in the period.
The Italian Subgroup's main financial and equity position as at 30 June 2026 are hereby
summarised:
(euro/000) 30/06/2026 31/12/2025 Fixed assets 241,988 252,931 Operating net working capital 288,165 81,568 Other current assets/liabilities 40,432 44,292 Other non -current assets/liabilities (14,094) (16,404) Total uses 556,491 362,387 Short -term financial liabilities 229,180 49,998 Lease liabilities 10,969 10,964 Current debts for investments in subsidiaries 1,906 6,000 Financial receivables from factoring companies (1,227) (585) Financial (assets)/liab. from/to Group companies 65,290 74,349 Other current financial receivables (7,994) (8,834) Cash and cash equivalents (78,071) (128,724) Net current financial debt 220,053 3,168 Borrowings 48,675 37,571 Lease liabilities 95,527 107,083 Net Financial debt (A) 364,255 147,822 Net equity (B) 192,236 214,565 Total sources of funds (C=A+B) 556,491 362,387
The net financial position is negative by 364.3 million euro, representing a significant increase compared with the net financial position of minus 147.8 million euro as at 31 December 2025, and an increase with respect to the negative net financial positi on of 325.3 million euro as at 30 June 2025;
it stood stable compared to the negative net financial position of 367.4 million euro as at 31 March 2026.
Given the structure of the capital employed, which is consistent with the nature of the business, the changes compared with previous periods are almost entirely attributable to changes in the management of net working capital. The value of the exact net fi nancial debt is indeed influenced by technical factors like the seasonality of the business, the trend in ‘non -recourse’ assignment of trade receivables (factoring, confirming and securitisation), the trend in the behavioural models of customers and suppli ers in the different periods of the year, the support plans of the main suppliers in the seasonal peak periods. Therefore, it is not representative of the average levels of net financial indebtedness noted during the half.
The aforementioned programmes for the factoring and securitisation of trade receivables, which define the complete transfer of risks and benefits to the assignees and therefore allow their derecognition from the statement of financial position assets, dete rmine an overall effect on the level of consolidated net financial payables as at 30 June of 229.1 million euro (256.7 million euro as at 31 December 2025 and 215.8 million euro as at 30 June 2025).
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 13 B.2) Iberian Subgroup The Iberian Subgroup’s financial highlights as at 30 June 2026 are hereby summarised:
(1) Cash discounts for ‘non -recourse’ advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.
(2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.
(3) Adjusted given gross of non -recurring items.
(4) Of which, for the year 2026, 0.3 million euro otherwise included in ‘Other operating costs ’.
Sales from contracts with customers amounted to 815.0 million euro and showed an improvement of +21% compared to 675.8 million euro realised in the first half of 2025. The second quarter of 2026 shows an increase of +16% compared to the corresponding perio d of the previous fiscal year.
Gross profit totalled 46.4 million euros, up from the 39.8 million euros reported in the first half of 2025, primarily due to higher sales; however, the gross profit margin as a percentage of sales decreased to 5.69% from 5.89% in the corresponding period of the previous year. In the second quarter alone, gross profit, amounting to 23.1 million euro, recorded an increase of +19% compared to the same quarter of the previous year, with a percentage margin up from 5.66% to 5.78%.
Adjusted EBITDA, equal to 17.3 million euro and up +27% compared to 13.6 million euro recorded in the first half of 2025, is calculated gross of non -recurring charges of 0.3 million euro incurred as part of a reorganisation programme of the management stru cture. The margin as a percentage of sales stood at 2.12%, up from 2.02% recorded in the corresponding period of 2025, but was offset by higher operating costs, the margin of which as a percentage of sales is nevertheless reduced to 3.57% compared to 3.88% incurred in the first half of 2025. The same trends were also observed in the second quarter alone, during which Adjusted EBITDA increased by 34% compared with the same period of the previous year, with the margin as a percentage of sales rising from 1.68 % to 1.94%.
Adjusted EBIT, calculated gross of the aforementioned 0.3 million euro in non -recurring charges, amounted to 14.8 million euro in the first half of the year, marking an improvement of +33% compared to the corresponding half year of 2025, with the percentag e margin on sales rising from 1.65% to 1.82%. The performance in the second quarter alone instead shows an improvement of +45%, and an incidence of 1.64% compared to 1.32% in the second quarter of 2025.
In the first half of 2026, EBIT amounted to 14.5 million euro, an increase of +31% compared to the first half of 2025. The second quarter alone showed an equally significant increase of +39%.
The Iberian Subgroup’s main financial and equity position as at 30 June 2026 are hereby
summarised :
(€/000)
H1
2025
% Var.
Q2
2025
% Var.
Sales from contracts with customers
814,984
675,818
21% 399,295 343,684 16% Cost of goods sold excl. factoring/securitisation
766,330
634,016
21% 375,047 323,484 16% Financial cost of factoring/securisation (1)
2,303
1,971
17% 1,180 756 56%
Gross Profit
(2)
46,351
39,831
16% 23,068 19,444 19% Gross Profit %
5.69%
5.89% 5.78% 5.66%
Personnel costs
20,633
18,556
11% 10,750 9,587 12% Other operating costs
8,422
7,643
10% 4,583 4,081 12%
EBITDA adjusted
(3)
17,296
13,632
27% 7,735 5,776 34% EBITDA adjusted %
2.12%
2.02% 1.94% 1.68% Depreciation and amortisation 793 800 -1% 388 401 -3% IFRS 16 Right of Use depreciation
1,705
1,704
0% 806 853 -6%
Goodwill impairment
-
-
n/s - - n/s
EBIT adjusted
(3)
14,798
11,128
33% 6,541 4,522 45% EBIT adjusted %
1.82%
1.65% 1.64% 1.32%
Non recurring costs (4) 265 -
100% 265 - 100%
EBIT
14,533
11,128
31% 6,276 4,522 39%
EBIT %
1.78%
1.65% 1.57% 1.32%
H1
2026
Q2
2026
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 14
(euro/000) 30/06/2026 31/12/2025 Fixed assets 113,562 115,159 Operating net working capital 139,675 58,018 Other current assets/liabilities (19,716) (15,819) Other non -current assets/liabilities (12,936) (11,854) Total uses 220,585 145,504 Short -term financial liabilities 12,907 18,400 Lease liabilities 3,216 3,182 Financial assets held for trading (251) (213) Financial (assets)/liab. from/to Group companies (65,290) (74,349) Cash and cash equivalents (33,879) (101,838) Net current financial debt (83,297) (154,818) Borrowings 31,924 37,340 Lease liabilities 12,601 13,465 Net Financial debt (A) (38,772) (104,013) Net equity (B) 259,357 249,517 Total sources of funds (C=A+B) 220,585 145,504
The net financial position was plus 38.8 million euro and showed a less favourable result compared to the cash surplus of 104.0 million euro recorded as at 31 December 2025 but, on the other hand, showed improvements both compared to the cash surplus of 16 .9 million euro achieved as at 31 March 2026 and compared to the negative net financial position of minus 2.2 million euro recorded as at 30 June 2025, all due to the dynamics of working capital management.
The value of the exact net financial position is indeed influenced by technical factors like the seasonality of the business, the trend in ‘non -recourse’ assignment of trade receivables (factoring and confirming), the trend in the behavioural models of cus tomers and suppliers in the different periods of the year, the support plans of the main suppliers in the seasonal peak periods. Therefore, it is not representative of the average levels of net financial indebtedness noted during the half.
The aforementioned programmes for the factoring and confirming of trade receivables, which define the complete transfer of risks and benefits to the assignees and therefore allow their derecognition from the statement of financial position assets, determin e an overall effect on the level of consolidated net financial payables as at 30 June of 172.5 million euro (232.0 million euro as at 31 December 2025 and 131.9 million euro as at 30 June 2025).
C) Esprinet Group’s financial highlights pre -IFRS 16 The Group's financial highlights are shown below using the adjusted figures following the application
of IFRS 16:
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 15
(1) Cash discounts for ‘non -recourse’ advances of trade receivables as part of revolving factoring, confirming and securitisation programmes.
(2) Gross of amortisation/depreciation that, by function, would be included in the cost of sales.
(3) Adjusted given gross of non -recurring items.
(4) Of which, for the year 2026, 1.9 million euro otherwise included in ‘Other operating costs ’ and 0.4 million otherwise included in the item ‘Personnel costs ’.
The Group's main financial and equity results are shown below using the adjusted figures following the application of IFRS 16:
(€/000)
H1
2025
% Var.
Pre-IFRS16
Pre-IFRS16
Sales from contracts with customers
2,089,286
1,931,483
8% Cost of goods sold excl. factoring/securitisation
1,962,263
1,815,018
8% Financial cost of factoring/securisation (1)
6,048
5,560
9%
Gross Profit
(2)
120,975
110,905
9% Gross Profit %
5.79%
5.74%
Personnel costs
54,618
51,013
7% Other operating costs
43,941
43,171
2%
EBITDA adjusted
(3)
22,416
16,721
34% EBITDA adjusted %
1.07%
0.87%
Depreciation and amortisation
4,291
4,529
-5% IFRS 16 Right of Use depreciation -
-
n/s
Goodwill impairment
-
-
n/s
EBIT adjusted
(3)
18,125
12,192
49% EBIT adjusted %
0.87%
0.63%
Non recurring costs (4)
2,297
-
100%
EBIT
15,828
12,192
30%
EBIT %
0.76%
0.63%
IFRS 16 interest expenses on leases -
-
n/s Other financial (income) expenses
6,235
5,954
5% Foreign exchange (gains) losses
1,876
(2,467)
>100%
Cost (income) from investments -
-
n/s Result before income taxes
7,717
8,705
-11%
Income taxes
2,737
4,019
-32%
Net result
4,980
4,686
6%
- of which attributable to non-controlling interests -
-
n/s
- of which attributable to the Group
4,980
4,686
6% H1
2026
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 16
3. Sales trends by product family and customer type
(*) Accounting adjustments for representation of principal vs agent, revenue recognition, future adjustments etc.
In the first 6 months of 2026, the market in Southern Europe saw 13% growth in the Business Segment (IT Resellers) and 1% growth in the Consumer Segment (Retailers and E -tailers). The Group’s sales showed results in line with the market (+13% in the Busine ss Segment) or outperforming the market (+4% in the Consumer Segment).
(*) Accounting adjustments for representation of principal vs agent, revenue recognition, future adjustments etc.
An analysis of the product categories shows that the IT Clients segment recorded a 14% increase for the Group, driven in particular by PCs: +20%, or +122.1 million euros. According to Context data,
(euro/000)Pre- IFRS16
30/06/2026Pre- IFRS16
31/12/2025
Fixed assets 169,349 169,460 Operating net working capital 426,355 138,088 Other current assets/liabilities 20,979 28,722 Other non-current assets/liabilities (27,731) (28,978) Total uses 588,952 307,292 Short-term financial liabilities 242,087 68,397 Lease liabilities - -
Financial assets held for trading (251) (213) Financial receivables from factoring companies (1,227) (585) Current debts for investments in subsidiaries 1,906 6,000 Other current financial receivables (7,994) (8,834) Cash and cash equivalents (111,950) (230,562) Net current financial debt 122,571 (165,797) Borrowings 80,599 74,911 Lease liabilities - -
Net financial debt (A) 203,170 (90,886) Net equity (B) 385,782 398,178 Total sources of funds (C=A+B) 588,952 307,292 Retailers & E-Tailers 619.2 29.6% 592.8 30.7% 26.4 4% 322.7 31.5% 294.0 30.3% 28.7 10% IT Resellers 1,682.6 80.5% 1,490.8 77.2% 191.8 13% 819.2 80.0% 745.5 76.9% 73.7 10% IFRS15 and other adjustments * (212.5) -10.2% (152.1) -7.9% (60.4) 40% (117.3) -11.4% (70.4) -7.3% (46.9) 67% Sales from contracts with customers 2,089.3 100.0% 1,931.5 100.0% 157.8 8% 1,024.6 100.0% 969.1 100.0% 55.5 6%% Var. Q2
2026% Q2
2025% Var. (euro/million) % % Var. % Var. H1. 2026 H1. 2025 PC (notebook, tablet, desktop, monitor) 730.0 34.9% 607.9 31.5% 122.1 20% 351.8 34.3% 299.7 30.9% 52.1 17% Printing devices and supplies 185.6 8.9% 188.9 9.8% (3.3) -2% 89.9 8.8% 91.4 9.4% (1.5) -2% Other IT products 158.4 7.6% 145.8 7.5% 12.6 9% 77.3 7.5% 76.3 7.9% 1.0 1% Total IT Clients 1,074.0 51.4% 942.6 48.8% 131.4 14% 519.0 50.7% 467.4 48.2% 51.6 11% Smartphones 397.3 19.0% 391.1 20.2% 6.2 2% 201.9 19.7% 195.7 20.2% 6.2 3% White goods 20.4 1.0% 26.1 1.4% (5.7) -22% 10.5 1.0% 13.4 1.4% (2.9) -22% Gaming hardware and software 15.3 0.7% 19.0 1.0% (3.7) -19% 9.6 0.9% 9.5 1.0% 0.1 1% Other consumer electronics products 36.5 1.7% 39.1 2.0% (2.6) -7% 20.4 2.0% 20.3 2.1% 0.1 0% Total Consumer Electronics 469.5 22.5% 475.3 24.6% (5.8) -1% 242.4 23.7% 238.9 24.7% 3.5 1% Hardware (networking, storage, server & others) 492.8 23.6% 429.4 22.2% 63.4 15% 250.4 24.4% 209.3 21.6% 41.1 20% Software, Services, Cloud 265.5 12.7% 236.3 12.2% 29.2 12% 130.1 12.7% 123.9 12.8% 6.2 5% Total Advanced Solutions 758.3 36.3% 665.7 34.5% 92.6 14% 380.5 37.1% 333.2 34.4% 47.3 14% IFRS15 and other adjustments * (212.5) -10.2% (152.1) -7.9% (60.4) 40% (117.3) -11.4% (70.4) -7.3% (46.9) 67% Sales from contracts with customers 2,089.3 100.0% 1,931.5 100.0% 157.8 8% 1,024.6 100.0% 969.1 100.0% 55.5 6%(euro/million) % % Var. % Var. H1. 2026 H1. 2025 % Var. Q2
2026% Q2
2025% Var.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 17 however, in the first half of 2026, IT Clients in Southern Europe saw a growth of 11% compared to the previous year, with PCs registering an increase of +21%, Printers and consumables decreasing by 4%, and Other products showing a trend largely in line with the same period of the previous year.
The Consumer Electronics saw the Group’s figures fall by 1 per cent, with widespread reductions and only the Smartphone sector bucking the trend at +2%. According to Context data, the Consumer Electronics segment in the distribution panel declined even more sharply —by 5%—in the first 6 months of 2026; specifically: Smartphones -3%, Household Appliances -13%, Gaming -2% and Other products -8%.
Finally, in the Advanced Solutions segment, the Group registered a 14% increase in sales, reaching 758.3 million euro from 665.7 million euro in the January -June 2025 period, exceeding the market trend (+13%) as measured by the English research company Context.
Significant events occurring in the period The significant events that occurred during the period are briefly described as follows:
Annual Shareholders' Meeting of the parent company Esprinet S.p.A.
The Ordinary Shareholders' Meeting of Esprinet S.p.A. was held on 23 April 2026, which:
• approved the Financial Statements as at 31 December 2025 and resolved to allocate the net profit for the year to reserves;
• having examined the Consolidated Financial Statements as at 31 December 2025 and the Consolidated Sustainability Report 2025
• resolved to distribute a dividend of Euro 0.35 gross of withholding taxes for each of the outstanding ordinary shares;
• appointed Mr Giovanni Testa as director until the date of the Shareholders’ Meeting to be convened for the approval of the financial statements as at 31 December 2026 and, therefore, until the expiry of the current Board of Directors, as the natural succes sor to the resigning Chief Executive Officer and Chief Strategic Officer, Mr Alessandro Cattani;
• resolved to approve, by means of a favourable and binding resolution, the first section of the Report on Remuneration under Article 123 –ter, paragraph 3 -bis of Italian Legislative Decree
58/1998;
• resolved to approve, by means of a favourable and non -binding resolution, the second section of the Report on Remuneration under Art.123 -ter, paragraph 6 of Legislative Decree 58/1998;
• authorised the purchase and disposal of own shares, for a period of 18 months from the date of the resolution, within the maximum limit of 2,520,870 ordinary shares of Esprinet S.p.A. without indication of face value and fully paid up, equal to 5% of the C ompany's share capital, subject to the revocation of the authorisation by the Shareholders' Meeting of 17 April 2025, for the portion not yet executed.
Implementation of the succession plan and appointment of the new Chief Executive Officer
On 23 April 2026, the Ordinary Shareholders' Meeting of Esprinet S.p.A. resolved to appoint Giovanni Testa as director, identified as the natural successor to the resigning Mr. Alessandro Cattani, as part of the succession plan previously announced by the Group. On the same date, the Board of Directors granted Giovanni Testa management powers, appointing him as the new Chief Executive Officer of the Company and the Group, without prejudice to his retention of the position of General Manager of the Group. In order to ensure maximum corporate stability, the term of office of the new Chief Executive Officer was aligned with the expiry of the entire Administrative Body in office.
The transition took place with full managerial continuity, with operational effecti veness and termination of the contractual relationship of the previous Chief Executive Officer as of 30 April 2026.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 18 Approval of the proposed merger of Dacom S.p.A. into V -Valley S.r.l.
On 8 May 2026, as part of the continuation of the process of integrating the Group’s activities, the Board of Directors of V -Valley S.r.l. approved the plan for the merger by incorporation of Dacom S.p.A. into the company. The transaction follows the lease of the entire business complex of Dacom S.p.A., which became effective on 1 March 2026, and is aimed at completing the corporate integration process between the two companies, with the objective of strengthening the presence in the Advanced Solutions mark et and enhancing the operational and commercial synergies resulting from the unification of activities.
Subsequent events
Relevant events occurred after period end are briefly described below:
Renewal of the Euro Commercial Paper (ECP) Programme
On 30 July 2026, following the expiry of the three -year Euro Commercial Paper (ECP) Programme formally launched on 5 July 2023, the Board of Directors of Esprinet S.p.A., in order to ensure the continuity of short -term financing instruments to support the management of the Group's liquidity and working capital, resolved to renew the Programme for the three -year period 2027 -2029.
The new Program retains the same characteristics as the previous one: the issuance of unsecured bearer debt securities intended for qualified investors; and, within each individual issuance —in which the confirmed maximum amount of 300.0 million euros may be divided —securities with variable maturities, but in any case less than one year. The placement of the commercial paper will continue to be carried out through the same pool of leading fina ncial institutions already operating as dealers.
Relationships with related parties Group operations with related parties, as defined by IAS 24, were effected in compliance with current laws and according to mutual economic advantage.
Any products sold to individuals were sold under the same conditions as those usually applied to employees.
Transactions between the parent company Esprinet S.p.A. and its subsidiaries included in the scope of consolidation were de -recognised in the interim consolidated financial statements and therefore do not appear in this section.
During the period, relationships with related parties consisted essentially in the sale of products and services under market conditions between Group’s entities and companies where the key management personnel or shareholders of Esprinet S.p.A. play impor tant roles.
Relationships with key managers consisted in the compensation awarded for services rendered by the same.
Sales realised are related to the sales of consumer electronic products to business and private customers under normal market conditions.
It should be noted that, in the first half of this year, there were no transactions of 'greater importance' as defined by the 'Procedure for the discipline of Transactions with Related Parties', approved by the Board of Directors of Esprinet S.p.A. in comp liance with CONSOB resolution no. 17221 of 12 March 2010, as amended and supplemented, which came into force on 1 January 2011.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 19 Relationships with 'other related parties'
H1 2026 H1 2025
Type Sales Cost Receiv. Payabl. Sales Cost Receiv. Payabl.
Sales
Key managers and family Sales of goods 3 - 1 - 1 - 1 -
Subtotal 3 - 1 - 1 - 1 -
Overheads and administration costs Key managers and family Overheads 2 - - - (1) - -
Subtotal 2 - - - - (1) - -
Total 5 - 1 - 1 (1) 1 -(euro/000)
* Gross values.
The aforementioned table details operations occurred between Group companies and companies where Esprinet S.p.A. directors and shareholders play important roles, as well as Group key managers and their close family members.
Sales relate to consumer electronics products sold under normal market conditions.
The total value of the aforementioned transactions is not material compared with the total volume of the Group’s activities.
Main risks and uncertainties
Esprinet Group activities are exposed to several risk factors that may influence its economic, equity and financial situation.
The Group identifies, assesses and manages risks in compliance with internationally recognised models and techniques such as the Enterprise Risk Management - Integrated Framework ( 'CoSO').
The identification of key risks has enabled their classification in the following categories:
- strategic risks;
- operating risks;
- compliance risks;
- financial risks.
A brief description of the main risks follows for each category identified, along with the response actions implemented to keep residual risk levels within acceptable thresholds for the Group.
Strategic risks , which primarily include: criticalities in the ability to plan and implement strategic actions in a systematic and coordinated manner, and inadequacies as regards the following: the response to unfavourable macroeconomic scenarios, the response to changes in the needs of customers and suppliers, the management of the process of analysis/reaction to price trends (deflationary trends), the evaluation of M&A/extraordinary transactions and processes of integration with acquired companies and/or spin -offs of bu siness units, the reaction to the market initiatives of competitors and new entrants, the vulnerability in the ability to recognise and respond to competitive threats, as well as the exposure to geopolitical risks related to (foreign) countries for supply and/or sales.
Protection against strategic risks is usually linked to the quality of strategic planning processes and to the generation of new ideas/projects, to the validation of existing management models, to the frequency and effectiveness of business reviews and to the availability of competitive analysis methods and tools and the ability to correctly identify, analyse and interpret the sector, economic, geopolitical and market macro -trends.
Operational risks , which primarily include: the interruption of logistics, storage and transport services, the dependence on IT and ‘web’ systems, cybersecurity, the improper use of artificial intelligence, the dependence on key suppliers with their possible failure to com ply with contractual and/or non -
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 20 contractual agreements, inefficient management of stock and inventory turnover and of the ‘pricing’ and discount policies with a subsequent reduction in the company margin. This category also incorporates risks linked to criticalities relating to managemen t of international trade, customers and the inability to provide them with adequate service/support levels.
Operational risks are typically defended against by a mixture of rules and procedures aimed at guaranteeing adequate prevention from risky events, as well as by using insurance tools and business continuity and disaster recovery plans aimed at minimising a ny possible financial and economic impact of the risky events. The Group has also invested considerable resources in preventing and monitoring the risks associated with dependence on information systems and improving the level of information security, defi ning, among other things, key roles with specific skills in the IT field such as the Chief Information Security Officer and the Cybersecurity Supervisor, introducing more up -to-date security systems, including an SOC (Security Operations Centre), carrying out periodic ‘penetration tests ’, launching specific training courses, and defining and updating specific IT procedures, all as part of a process of aligning itself with the highest cybersecurity standards, such as those set out in the European cybersecurity directive, known as NIS2.
In addition, in order to mitigate potential risks arising primarily from the development and use of — and, to a lesser extent, from the distribution of —products, software, and/or services based on artificial intelligence, the Group has adopted specific guide lines on this matter, established a governance framework, and planned and conducted appropriate training sessions, while also complying with mandatory regulatory requirements.
The stipulation of contracts to protect the Group, its assets and profitability also represent tools for controlling operating risks. Furthermore, in order to maximise ‘Customer Satisfaction’ and optimise the customer relationship, a special work group con tinues to operate, whose job is to analyse the matter and define new measures/tools to be introduced to reach said objectives. Lastly, the Group possesses internal personnel, external advisors and dedicated software in order to best manage the aspects rela ted to trade compliance, in accordance with the legislation in force.
Compliance risks : this type of risks, increasingly widespread, extensive and complex, in light of recent geopolitical developments and the significant regulatory activity at the EU level in recent years, for example in the areas of the environment, cybersecurity, product compliance, trade compliance… etc., concerns the possible violation of legislation, laws and regulations, including of a tax nature, which are applicable to the Group and the business in which it operates (please see paragraph ‘Development of disputes involving Esprinet S.p.A. and the Group ’, point 26 ‘ Non -current provisions and other liabilities ’ in the ‘ Notes to the condensed consolidated half -year financial statements ’).
These risks are mainly guarded against by an external structure made up of professionals/consultants who also guarantee that internal resources are updated on new laws and regulations of any possible interest to the Group. Other mitigation measures include developing appropriate procedures, establishing cross -functional teams, and implementing specific control activities. Specifically, to optimise tax risk management, the parent company Esprinet S.p.A. was formally admitted to the Cooperative Compliance reg ime at the end of 2025. This regime aims to establish a relationship of trust between the administration and the taxpayer, resulting in rewarding benefits and clear reputational advantages for investors and other stakeholders. In addition, in the first hal f of 2026, the Tax Control Framework was certified as suitable by an independent certifier.
Financial risks can be summarised as: credit risk, liquidity risk, market risk. Credit risk management strategies are as follows:
- in the case of financial counterparties (cash and cash equivalents and financial derivatives), by the choice of leading national and international banks;
- with regard to trade receivables, the transfer of risk is managed, within the limits of negotiated ceilings and with the aim of optimising the cost -benefit ratio, through the use of insurance companies and/or leading factoring companies. This is accompan ied by the application of specific control procedures, which include the allocation and periodic review of credit lines to customers, as
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 21 well as the request for collateral guarantees in cases where the customer's credit standing alone is not deemed sufficient to cover the necessary credit lines to ensure operational continuity.
Liquidity risk management, guided by a principle of utmost prudence, hinges on cash -flow planning and also on the maintenance of consistent amounts of lines of credit, and is aided by a conservative financial policy favouring stable financing sources inclu ding that for financing working capital.
Market risk (composed primarily of currency and interest rate risk), less relevant for the Group with respect to credit and/or liquidity risk, is mitigated, as regards the currency aspect, through spot hedges of individual purchases in foreign currency, an d in relation to interest rates via hedging instruments like ‘IRS -Interest Rate Swap’, however not used today in consideration of the extremely low risk deriving from a significant proportion of the medium - to long -term financial indebtedness being at a fi xed rate.
Fixed -rate loans account for 47% of the total, so still a high proportion, but no longer the majority.
Macroeconomic context
The first half of 2026 was characterised by a particularly complex macroeconomic environment, marked by a growing level of geopolitical tension and uncertainty. These dynamics reached their peak with the armed conflict that broke out on 28 February 2026 be tween Iran, on the one hand, and Israel and the United States of America, on the other, which involved, in different ways and at different times, several countries in the Gulf region. The conflict ended at the end of the half -year with the signing of a fra gile memorandum of understanding, which was, however, subject to repeated violations in the following weeks.
The escalation of international tensions, added to the conflicts already in place, in particular the Russian -Ukrainian conflict, which was still far from a diplomatic solution at the end of the half -year, contributed to increasing the instability of the gl obal economic environment, generating downside risks for economic growth and potential negative repercussions on international trade flows.
In particular, the collapse of maritime traffic recorded at vital hubs for the international trade in energy raw materials and other commodities, such as primarily the Strait of Hormuz, a direct consequence of the aforementioned Iranian conflict, has had s ignificant repercussions on the prices of these energy raw materials at the global level. These increases were subsequently progressively passed on along the value chains, contributing to a general increase in the prices of food and consumer goods and fost ering a sharp and sudden return of inflation during the half -year. According to the most recent forecasts by the European Central Bank, inflation in the Euro area, the main market in which the Esprinet Group operates, is expected to remain above the target level of 2% at least until the first half of 2027.
Therefore, despite the substantial resilience of the economy and the labour market within the EU during the first half of 2026, the context remains characterised by significant risk factors. The persistence of geopolitical tensions and the consequent incre ase in inflation with potential erosion of the real disposable income of households and businesses could negatively affect consumption and investment. Similarly, the continuation of ongoing conflicts (in particular the Iranian one) could also lead to more restrictive financial conditions and a tightening of the supply of credit by financial institutions, as a direct consequence of possible tighter monetary policies adopted by the world's main central banks, with the aim of curbing the resurgence of inflatio n.
Further elements of uncertainty derive from the extreme weather events recorded during the period, including the intense heat waves that occurred from June 2026. More generally, the progressive worsening of the climate and environmental crisis in many Euro pean countries could contribute to new price pressures, particularly in the food sector, further reducing household disposable income.
However, there are still some factors that could potentially support economic growth. These include the increase in public spending on defence and infrastructure, initiatives aimed at strengthening competitiveness and completing the European single market, as well as the growing diffusion of
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 22 innovative technologies and solutions based on artificial intelligence that could drive growth and the European economy in the coming quarters.
Finally, the current level of uncertainty makes it difficult to make forecasts about the development of the economy and international trade in the coming quarters. Indeed, the future outlook depends to a large extent on the development of the main ongoing geopolitical crises, and in particular on the conflict involving Iran, the United States and Israel. A swift and definitive resolution of this issue could, in fact, help to curb inflationary pressures, fostering a climate of renewed confidence in the marke ts and a greater appetite for consumption and investment by households and businesses. On the contrary, its resumption/resurgence could generate downward pressure on global economic growth in the face of significant inflationary pressures.
With regard to the Esprinet Group, the direct impacts deriving from the macroeconomic context described above were generally limited during the half -year, also in consideration of the fact that the Group's activities are mainly carried out within the Europ ean Union.
Despite this, the Group —albeit to a limited extent, since it is not a so -called energy -intensive entity — could be exposed to a significant increase in the prices of energy raw materials and transport, as well as to a possible decline in demand from househol ds and businesses. At the same time, however, the uncertainty surrounding the costs of traditional energy sources could boost demand for the Group’s alternative solutions related to environmental sustainability and the energy transition.
Furthermore, the negative effects reported above could also be mitigated and offset by the Group's ongoing commitment to cost -cutting and energy efficiency initiatives, as well as by the continuation of the trends that are shaping the IT goods market (the core business of the Esprinet Group). In particular, with regard to the following trends:
- on the one hand, the widespread inflation, which affects some strategic components of the technology supply chain, in particular memory, the availability of which is limited by the high demand from manufacturers of generative artificial intelligence infr astructure and solutions. This could favour the generation of higher margins in absolute terms and the reduction of inventory turnover times, given the need for consumers and businesses to accelerate purchases in an attempt to secure the already limited qu antities of products still available at lower prices;
- on the other hand, the growing demand from consumers and businesses for products and solutions containing/based on artificial intelligence, which is set to support investment in the technology sector in the coming quarters as well.
In conclusion, despite the presence of a geopolitical and economic framework characterised by significant elements of risk and uncertainty, the opportunities offered by technological evolution, combined with the specific characteristics of the Esprinet Gro up, allow us to consider the context that emerged in the first half of 2026 to be overall manageable and governable.
Other significant information 1. Research and development activities The research and development of EDP and ‘Web’ activities are related to the definition and planning of new processes and services relating to the IT platform used by the Group, which is at customers' and suppliers' disposal for information communication as well as for the management of sales and purchase orders. These costs were entirely recorded in the income statement, mainly among the costs of the respective departments.
2. Number and value of own shares At the date of the close of this interim directors' report on operations, Esprinet S.p.A. holds 974,915 own ordinary shares, equal to 1.93% of share capital, of which 690,000 to fulfil the obligations stemming from the ‘Long -Term Incentive Plan 2024 -2026’, approved by the Shareholders' Meeting on 24 April 2024.
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 23 The remaining shares held could, together with any additional own shares in circulation that can be purchased by the Group, be subject to subsequent cancellation with the aim of recognising further remuneration to its shareholders with respect to the distr ibution of dividend income.
3. Atypical and/or unusual transactions The management does not believe that any transactions were atypical or unusual according to the definition provided by CONSOB in communication No. DEM 6064293 of 28 July 2006.
4. Share incentive plans Within the scope of share incentive policies aimed at strengthening the loyalty of executives deemed essential for the purpose of achieving the Group operating targets, on 24 April 2024 Esprinet S.p.A.
Shareholders' Meeting approved a new Compensation Plan ('Long -Term Incentive Plan') for the benefit of the members of the Board of Directors and executives of Group companies, as proposed by the Remuneration Committee. Such plan will apply for the 2024 -2026 three -year period with the purpose of granting a max imum of 690,000 rights of free stock grants of Esprinet S.p.A. ordinary shares.
The conditions for the exercise of the LTIP relate to the achievement, in the 2024 -2026 three -year
period, of:
economic -financial performance and ESG performance targets;
profitability targets of the Esprinet share;
profitability targets of the Esprinet share with respect to a predefined panel of securities;
and are all conditional on the beneficiary remaining in the Group until the date of presentation of the consolidated financial statements for the year 2026.
On 27 May 2024, in execution of the aforementioned decision of the Shareholders' Meeting, the identified beneficiaries were assigned 690,000 rights free of charge.
Further information can be found in the ‘Notes to the condensed consolidated half -year financial statements’, paragraph ‘Labour costs and number of employees’, to which reference should be made.
5. Reconciliation of equity and Group result and corresponding values of the parent company In compliance with CONSOB communication No. DEM/6064293 of 28 July 2006 the reconciliation between Group equity and result of the period together with the relative data of the parent company, Esprinet S.p.A., is illustrated in the table below:
30/06/2026 30/06/2025 30/06/2026 31/12/2025 Esprinet S.p.A. separate financial statements (8,087) (10,166) 156,903 182,301
Consolidation adjustments:
Net equity and result for the year of consolidated companies net of minority interests 12,845 13,762 370,538 357,281 Esprinet S.p.A. 's investments in consolidated subsidiaries carryng amount - - (185,845) (185,373) Goodwill from Esprinet Iberica S.L.U. business combination - - 1,039 1,039 Goodwill from Vamat B.V. business combination - - 10,103 10,103 Goodwill from Dacom S.p.A. business combination - - 113 113 Goodwill from Sifar Group S.r.l. business combination - - 4,466 4,466 Goodwill from Bludis S.r.l. business combination - - 5,881 5,881 Deletion of non-realised (profit)/loss on inventory, net of fiscal effect (7) 22 (18) (11) Deletion of subsidiaries dividend - (210) - -
Investments in subsidiaries write-down deletion - - 12,802 12,802 Other movements 4 - 868 868 Consolidated net equity and net result 4,755 3,408 376,850 389,470(euro/000)Net Result Equity
Half -Year Financial Report as at 30 June 2026 Interim Directors’ Report on Operations
Esprinet Group page. 24 Business outlook, risks and uncertainties in the second half of the
year
In the second quarter of 2026, the European ICT market grew more strongly than expected. Among the markets in which the Group operates, Spain once again delivered particularly robust performance, also supported by EU funding and local incentives, while Ita ly returned to growth thanks to a solid quarter.
Growth was driven mainly by demand for infrastructure, AI, memory and storage, while component shortages pushed up average selling prices. In the personal computer segment, lower unit sales were offset by higher average prices as the product mix shifted to wards higher -value configurations.
Looking ahead to the coming quarters, constraints on memory availability and price inflation will remain important factors, although sales are expected to continue growing, albeit at a more moderate pace.
According to industry analysts, the second half of 2026 is therefore expected to see a more selective phase of expansion, driven by AI, infrastructure modernisation, cybersecurity and digital sovereignty, against a backdrop of weaker demand in more mature endpoint categories. Geopolitical concerns arising from ongoing conflicts also persist, as do risks linked to energy shocks and higher transport costs, which could trigger further inflationary spirals and pressure on monetary policy, potentially affecting end-user demand and business investment as well as causing supply -chain disruption.
Against this backdrop, the Group's positive performance in the first half confirms the strength of its strategy of diversifying activities across the three divisions — Esprinet, V -Valley and Zeliatech — enabling it to mitigate the effects of market cycles and selectively capture opportunities arising from technological developments.
The Esprinet Group will remain focused on its medium - to long -term strategic objectives and on creating value for stakeholders, while continuing to strengthen its leadership in digital transformation, expand its European presence in the green transition an d innovate its service models and digital platforms.
In light of the results as of June 30, 2026 and the context described above, the Group believes it has sufficient elements to raise its profitability estimates for the current fiscal year, which now project EBITDA Adjusted of between Euro 77 and 82 million.
Vimercate, 9 September 2026
On behalf of the Board of Directors
The Chair
Maurizio Rota
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 25
Consolidated statement of financial position The table below shows the consolidated statement of financial position drawn up according to IFRS principles, together with the information required pursuant to CONSOB Resolution No. 15519 of 27
July 2006:
(euro/000) Notes 30/06/2026 related
parties*
31/12/2025 related
parties*
ASSETS
Non -current assets Property, plant and equipment 1 24,059 23,154 Right -of-use assets 4 111,478 124,032 Goodwill 2 123,020 123,020 Intangible assets 3 10,484 11,305 Receivables and other non -current assets 9 11,786 - 11,981 -
280,827 - 293,492 -
Current assets
Inventory 10 742,704 641,182 Trade receivables 11 642,450 1 828,821 -
Income tax assets 12 5,039 2,811 Other assets 13 80,722 - 86,740 -
Financial assets held for trading 15 251 213 Cash and cash equivalents 17 111,950 230,562 1,583,116 1 1,790,329 -
Total assets 1,863,943 1 2,083,821 -
EQUITY
Share capital 19 7,861 7,861 Reserves 20 364,234 361,436 Group net income 21 4,755 20,173 Group net equity 376,850 389,470 Non -controlling interests - -
Total equity 376,850 389,470
LIABILITIES
Non -current liabilities Borrowings 22 80,599 74,911 Lease liabilities 31 108,128 120,548 Deferred income tax liabilities 24 13,515 12,441 Retirement benefit obligations 25 5,097 5,199 Provisions and other liabilities 26 8,410 10,613
215,749 223,712
Current liabilities
Trade payables 27 957,342 - 1,330,435 -
Short -term financial liabilities 28 242,087 68,397 Lease liabilities 36 14,185 14,146 Income tax liabilities 29 3,183 1,622 Debts for investments in subsidiaries 51 1,906 6,000 Provisions and other liabilities 32 52,641 - 50,039 -
1,271,344 - 1,470,639 -
Total liabilities 1,487,093 - 1,694,351 -
Total equity and liabilities 1,863,943 - 2,083,821 -
(*) For further details on related parties, see the related section in the ‘ Interim Directors’ Report on Operations ’.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 26 Consolidated income statement Set out below is the consolidated income statement by ‘purpose’, prepared in accordance with International Financial Reporting Standards (IFRS) and supplemented with the disclosures required under Consob Resolution No. 15519 of 27 July 2006:
(euro/000) Notes H12026 non -
recurring related
parties* H12025 non -
recurring related
parties*
Sales from contracts with customers 33 2,089,286 - 3 1,931,483 - 1 Cost of sales (1,969,221) - - (1,821,661) - -
Gross profit 35 120,065 - 109,822 -
Sales and marketing costs 37 (43,150) - - (41,583) - -
Overheads and administrative costs 38 (59,359) (2,297) 2 (55,370) - (1) Impairment loss/reversal of financial assets 39 213 - 5 -
Operating result (EBIT) 17,769 (2,297) 12,874 -
Finance costs - net 42 (10,261) - - (5,829) - -
Result before income taxes 7,508 (2,297) 7,045 -
Income tax expenses 45 (2,753) 552 - (3,637) - -
Net result 4,755 (1,745) 3,408 -
- of which attributable to non -controlling interests - -
- of which attributable to Group 4,755 (1,745) 3,408 -
Earnings per share - basic (euro) 46 0.10 0.07 Earnings per share - diluted (euro) 46 0.10 0.07
(*) Emoluments to key managers are excluded. Further information on operation with related parties can be found in the relevant s ection in the ‘Interim Directors’ Report on Operations’.
Consolidated statement of comprehensive income
(euro/000) Notes H12026 H12025
Net result 21 4,755 3,408
Other comprehensive income:
- Changes in translation adjustment reserve 20 (0) (23) Other comprehensive income not to be reclassified in the income statement
- Changes in 'TFR' equity reserve 25 (123) 10
- Taxes on changes in 'TFR' equity reserve 24 30 (2) Other comprehensive income (93) (15) Total comprehensive income 4,662 3,393
- of which attributable to Group 4,662 3,393
- of which attributable to non -controlling interests - -
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 27
Consolidated statement of changes in shareholders’ equity
(euro/000) Notes Share capital Reserves Own shares Profit for the period Total net
equity Minority
interest Group net
equity
Balance at 31 December 2024 19 - 20 -
21 7,861 372,964 (13,099) 21,521 389,247 - 389,247 Total comprehensive income/(loss) 20 - 21 - (15) - 3,408 3,393 - 3,393 Allocation of last year net income/(loss) 20 - 21,521 - (21,521) - - -
Dividend payment - (19,777) - - (19,777) - (19,777) Transactions with owners 20 - 1,744 - (21,521) (19,777) - (19,777) Equity plans in progress 20 - 354 - - 354 - 354 Other variations 20 - (1) - - (1) - (1) Balance at 30 June 2025 19 - 20 -
21 7,861 375,046 (13,099) 3,408 373,216 - 373,216
Balance at 31 December 2025 19 - 20 -
21 7,861 374,535 (13,099) 20,173 389,470 - 389,470 Total comprehensive income/(loss) 20 - 21 - (93) - 4,755 4,662 - 4,662 Allocation of last year net income/(loss) 20 - 20,173 - (20,173) - - -
Dividend payment 20 - (17,305) - - (17,305) - (17,305) Transactions with owners 20 - 2,868 - (20,173) (17,305) - (17,305) Equity plans in progress 20 - 23 - - 23 - 23 Balance at 30 June 2026 19 - 20 -
21 7,861 377,333 (13,099) 4,755 376,850 - 376,850
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 28
Consolidated cash flow statement 1
(euro/000) H12026 H12025 Cash flow provided by (used in) operating activities (D=A+B+C) (263,172) (263,820) Cash flow generated from operations (A) 30,280 25,359 Operating income (EBIT) 17,769 12,874 Depreciation, amortisation and other fixed assets write -downs 11,838 12,264 Net changes in provisions for risks and charges 964 7 Net changes in retirement benefit obligations (315) (140) Stock option/grant costs 24 354 Cash flow provided by (used in) changes in working capital (B) (283,154) (283,735) Inventory (101,522) 16,587 Trade receivables 186,371 165,885 Other current assets 3,591 10,097 Trade payables (373,650) (463,531) Other current liabilities 2,056 (12,773) Other cash flow provided by (used in) operating activities (C) (10,298) (5,444) Interests paid (6,573) (4,962) Received interests 326 374 Foreign exchange (losses)/gains (1,319) 1,879 Income taxes paid (2,732) (2,735) Cash flow provided by (used in) investing activities (E) (4,129) (1,658) Investments in property, plant and equipment (4,431) (1,740) Disposals of property, plant and equipment 135 85 Investments in intangible assets (79) (2) Disposals of intangible assets - 2 Net investments in other non current assets 246 (3) Cash flow provided by (used in) financing activities (F) 148,689 228,092 Medium/long term borrowing 28,000 40,000 Repayment/renegotiation of medium/long -term borrowings (23,788) (21,139) Leasing liabilities remboursement (7,716) (6,468) Net change in financial liabilities 173,348 235,530 Net change in financial assets and derivative instruments 244 (76) Deferred price acquisition (4,094) -
Dividend payments (17,305) (19,755) Net increase/(decrease) in cash and cash equivalents (G=D+E+F) (118,612) (37,386)
Cash and cash equivalents at year -beginning 230,562 216,250 Net increase/(decrease) in cash and cash equivalents (118,612) (37,386) Cash and cash equivalents at year -end 111,950 178,864
1 Effects of relationships with related parties are omitted as non -significant .
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 29 Notes to the condensed consolidated half -year financial
statements
1. Contents and format of the consolidated financial statements 1.1 Regulations, accounting principles and valuation criteria The Esprinet Group consolidated half -yearly financial report as at 30 June 2026 was drawn up in accordance with Article 154 -ter, paragraph 2, of Italian Legislative Decree no. 58/1998 (TUF -
Consolidated Law on Finance), as well as CONSOB Communication no. DEM/6064293 of 28 July 2006 (‘Disclosure requirements of Italian listed companies pursuant to Article 114, paragraph 5, Italian Legislative Decree no. 58/98') and includes:
• the interim directors’ report on operations;
• the condensed consolidated half -year financial statements;
• the declaration provided by Article 154 -bis, paragraph 5 of the TUF (Consolidated Law on Finance).
The condensed consolidated half -year financial statements have been drawn up in compliance with IFRS - International Financial Reporting Standards -, using the same standards used in the preparation of the consolidated financial statements as at 31 Decembe r 2025 and with special reference to the provisions of IAS 34 ’Interim Financial Reporting’, pursuant to which they have been drafted in condensed form.
They do not include all the supplementary information required in the annual financial statements, therefore, they should be read together with the consolidated financial statements of the Esprinet Group as at 31 December 2025.
These condensed consolidated half -year financial statements as at 30 June 2026 were subject to a limited scope audit by the company PricewaterhouseCoopers S.p.A.
On 9 September 2026, the Board of Directors authorised the publication of these Consolidated Financial Statements.
1.2 Scope of consolidation The consolidated financial statements are prepared on the basis of the interim accounts of the parent company and its direct and/or indirect subsidiaries or associated companies, as approved by their respective Boards of Directors2.
Wherever necessary, the interim accounts of subsidiaries have been suitably adjusted to ensure consistency with the accounting principles used by the parent company, and all relate to financial years with same closing date as the parent company.
The table below lists companies included in the consolidation scope as at 30 June 2026, all consolidated on a line -by-line basis.
2 With the exception of Erredi Deutschland GmbH, Erredi France SARL as they do not have said Body.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 30
Holding company:
Esprinet S.p.A. Vimercate (MB) 7,860,651 Subsidiaries directly controlled:
Bludis S.r.l. Rome (RM) 600,000 100.00% Esprinet S.p.A. 100.00% Dacom S.p.A. Vimercate (MB) 3,600,000 100.00% Esprinet S.p.A. 100.00% Esprinet Iberica S.L.U. Saragozza (Spagna) 55,203,010 100.00% Esprinet S.p.A. 100.00% idMAINT S.r.l. Vimercate (MB) 42,000 100.00% Esprinet S.p.A. 100.00% Sifar Group S.r.l. Milan (MI) 100,000 100.00% Esprinet S.p.A. 100.00% Vamat B.V. Utrecht (Netherlands) 120 100.00% Esprinet S.p.A. 100.00% V-Valley S.r.l. Vimercate (MB) 500,000 100.00% Esprinet S.p.A. 100.00% Zeliatech S.r.l Vimercate (MB) 500,000 100.00% Esprinet S.p.A. 100.00% Subsidiaries indirectly controlled:
Erredi Deutschland GmbH** Eschborn (Germany) 50,000 100.00% idMAINT S.r.l. 100.00% Erredi France SARL** Roissy-en-France (France) 50,000 100.00% idMAINT S.r.l. 100.00% Esprinet Iberica S.L.U. 95.00% Esprinet S.p.A. 5.00% Lidera Network S.L. Madrid (Spain) 3,606 100.00% V-Valley Advanced Solutions España, S.A. 100.00% Optima Logistics S.L.U. Madrid (Spain) 3,005 100.00% V-Valley Advanced Solutions España, S.A. 100.00% Vamat Ltd Dublin (Ireland) 100 100.00% Vamat B.V. 100.00% V-Valley Advanced Solutions España, S.A. *** Madrid (Spain) 1,202,000 100.00% Esprinet Iberica S.L.U. 90.42% V-Valley Advanced Solutions Portugal, Unipessoal, Lda Sacavém (Portugal) 10,000 100.00% V-Valley Advanced Solutions España, S.A. 100.00% V-Valley Africa SARLAU Casablanca (Morocco) 707,252 100.00% V-Valley Advanced Solutions España, S.A. 100.00%Esprinet Portugal Lda Porto (Portugal) 4,850,000 100.00%Interest
heldGroup
InterestCompany name Head OfficeShare Capital
(euro)*Shareholders
(*) Share capital values, with reference to the companies publishing financial statements in a currency other than euro, are disp layed at historical value .
(**) Company soon to be terminated, therefore inactive as of June 30, 202 6.
(***) 100% by virtue of 9.58% of treasury shares held by V -Valley Advanced Solutions España, S.A..
Compared with both 31 December 2025 and 30 June 2025, it should be noted that the wholly -
owned subsidiary Celly Pacific LTD, which was wound up in February 2026, has been removed from the scope of consolidation. Compared with 30 June 2025, it should be als o noted that, as of 1 October 2025, the Dutch company Vamat B.V. and its wholly -owned Irish subsidiary Vamat Ltd. will be included in the scope of consolidation.
1.3 Principal assumptions, estimates and rounding Within the scope of preparing these condensed consolidated half -year financial statements, several estimates and assumptions have been made on the values of sales, costs, assets and liabilities in the financial statements and the disclosure relating to the contingent assets and liabilities at the interim reporting date. Unless otherwise stated, they have been consistently applied to all the years presented.
Due to the uncertainty associated with the current tensions that characterise the global economic context, in preparing these condensed consolidated half -year financial statements, the Group carefully evaluated and considered the possible impacts on the ha lf-year data and provided an update of the specific disclosure in the paragraph ‘Macroeconomic context’ in the previous section ‘Main risks and uncertainties’, to which reference should be made for further details.
A detailed description of the assumptions and estimates adopted can be found in the Notes to the Consolidated Financial Statements of the Esprinet Group as at 31 December 2025, but where the evaluation has led to particular conclusions, additional specific information is provided in the notes.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 31
If these estimates and assumptions, which are based on the best valuation by the management, should differ from actual circumstances in the future, they will be suitably amended during the period in which those circumstances will arise.
In this interim period, as permitted by IAS 34, income taxes were calculated based on the best estimate of the tax burden expected for the entire financial year. On the contrary, in the annual consolidated financial statement, current taxes have been calcu lated specifically based on the tax rates in force at the closing date of the financial statements.
Prepaid and deferred taxes have been instead estimated based on the tax rates expected to be in force at the time when the relevant assets or liabilities will be realised or settled.
Figures in this document are expressed in thousands of euro, unless otherwise indicated.
Furthermore, in some cases the tables might have some inaccuracies due to the rounding -up to thousands.
1.4 Change in accounting policies No reclassification or changes in the critical accounting estimates regarding previous periods, pursuant to IAS 8, have been made in this interim management report.
1.5 New or revised accounting standards and interpretations adopted by the Group The accounting policies adopted in the preparation of the condensed consolidated half -year financial statements as at 30 June 2026 are consistent with those used in the drafting of the consolidated financial statements as at 31 December 2025, except for th e accounting standards and amendments described below and obligatorily applied with effect from 1 January 2026 after being endorsed by the competent authorities.
The main changes are as follows:
Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial Instruments -
Issued by the IASB on 30 May 2024, the document addresses some issues regarding the classification and measurement of financial instruments required by IFRS 9, making the requirements more understandable and consistent. These include the classification of financial assets with environmental, social and corporate governance (ESG) characteristics and the settlement of liabilities through electronic payment systems. These amendments highlight additional reporting requirements to improve transparency regarding investments in Equity instruments at fair value through other comprehensive income and financial instruments with specific characteristics, for example linked to ESG objectives. The amendments apply to financial statements for years starting on 1 January 2 026.
Annual Improvements to IFRS Accounting Standards - Volume 11 - Issued by the IASB on 18 July 2024, the document contains amendments to five standards as a result of the IASB Annual Improvements Project. The purpose of this project is to make necessary, but not urgent, changes to the IFRS accounting standards. The stan dards amended are: IFRS 1 — First -time Adoption of International Financial Reporting Standards, IFRS 7 — Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; IFRS 9 — Financial Instruments; IFRS 10 — Consolidated Financial Statements; and IAS 7 — Statement of Cash Flows . The amendments are effective as of 1 January 2026.
Amendments to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures : Issued by the IASB on 18 December 2024, the document contains some disclosure enhancements to help companies report the financial effects of Contracts Referencing Nature -dependent Electricity, often structured as Power Purchase Agreements (PPA). The amen dments are effective as of 1 January 2026.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 32 These amendments had no significant impact on the Group's condensed consolidated half -year financial statements.
The following are the standards and interpretations issued but not yet in force and/or approved at the date of these condensed consolidated half -year financial statements. The Group intends to adopt these standards once they become effective:
Standards issued and endorsed but not yet in force and/or endorsed and not applied in force and/or endorsed and not adopted early by the Group
IFRS 18 - Presentation and Disclosure in Financial Statements - Issued by the IASB on 9 April 2024, the document provides for the improvement of the financial statements' presentation with a focus on the income statement. The new key concepts introduced concern the structure of the income statement with the inclusion o f new lines, the information required in the financial statements for ‘management -defined performance measures’ and improved principles of aggregation and disaggregation. The amendments apply to financial statements for years starting on 1 January 2027.
Earlier application is permitted.
Standards issued but not yet endorsed by the European Union
IFRS 19 - Subsidiaries without Public Accountability: Disclosures - Issued by the IASB on 9 May 2024, the document aims to simplify the obligations in terms of financial information to be reported in the explanatory notes for a wide range of companies controlled by groups which apply international accounting standards, thu s favouring the transition to these standards. The amendments apply to financial statements for years starting on 1 January 2027. Earlier application is permitted.
Amendments IAS 21 - The effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency – Issued by the IASB on 13 November 2025, this document clarifies how to translate financial statements from a non -hyperinflationary functional currency to a hyperinflationary presentation currency. The aim is to reduce the diversity of application practic es and to improve financial reporting by providing a consistent and simplified method. Additional disclosure requirements are also introduced to ensure greater transparency. The amendments apply to financial statements for years starting on 1 January 2027. Earlier application is permitted.
Amendments IFRS 19 - Subsidiaries without Public Accountability: Disclosures – Issued by the IASB on 21 August 2025, this document completes the update to IFRS 19, with the aim of further reducing the disclosure requirements for subsidiaries, while maintaining consistency with the evolution of IFRS and encouraging their adoption. The amendments apply to years starting on 1 January 2027. Earlier application is permitted.
IFRS 20 – Regulatory Assets and Regulatory Liabilities – Issued by the IASB on 27 May 2026, this standard governs the accounting treatment of regulatory assets and liabilities and is intended for entities subject to a specific type of tariff regulation. The aim is to improve the understanding and comparabilit y of the effects of regulation on financial performance, the balance sheet and future cash flows. The amendments apply to financial statements for years starting on 1 January 2029.
Earlier application is permitted.
Amendments IAS 28 - Fair Value Option in IAS 28 Investments in Associates and Joint Ventures -
Issued by the IASB on 26 June 2026, the document clarifies which investments in associates and joint ventures can be measured using the fair value option provided for in IAS 28, also in light of the new presentation requirements introduced by IFRS 18. The amendments are aimed at reducing the different interpretations of application, with particular reference to the classification of the related income and expenses in the income statement. The amendments apply to financial statements for years starting on 1 January 2027. Earlier application is permitted.
The Group will adopt these new standards, amendments and interpretations, based on the application date indicated, and will evaluate their potential impacts, when these standards, amendments and interpretations are endorsed by the European Union.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 33
2. Business combinations The Group did not carry out any business combinations during the reference half year.
3. Segment information
3.1 Introduction
An operating segment is a component of the Group:
a) that engages in business activities from which it may earn sales and incur expenses (including sales and expenses relating to transactions with other components of the same Group);
b) whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance;
c) for which financial information is separately available.
The Esprinet Group is organised in the geographical business areas of Italy and the Iberian Peninsula (operating segments) where it performs the business -to-business (B2B) distribution of Information Technology (IT) and consumer electronics.
The B2B IT and consumer electronics distribution is aimed at professional resellers, including large -
scale distributors/retailers, and regards traditional IT products (desktop PCs, PC notebooks, printers, photocopiers, servers, standard software, etc.), ad vanced products (datacentres, networking, video surveillance, cybersecurity software, cloud solutions, support services), consumables (cartridges, toners, magnetic media), networking products (modems, routers, switches), tablets, mobile telephone devices ( smartphones) and related accessories, and entertainment products such as video games and consoles, televisions, camcorders, and audio products.
A ‘geographical segment’ is involved in investments and transactions aimed at providing products or services within a particular economic environment that is subject to risks and returns that are different from those achievable in other geographical segmen ts.
The organisation by geographical areas represents the main form of management and analysis of Group results by the CODMs (Chief Operating Decision Makers).
3.2 Financial statement s by operating segments The income statement, statement of financial position and other significant information regarding each of the Esprinet Group’s operating segments are as follows:
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 34
Income statement and other significant information by operating segments
(euro/000) H12026
Italy Iberian Pen. Elim. and
other Group
Distr. IT & CE B2B Distr. It & CE B2B Sales to third parties 1,274,302 814,984 - 2,089,286 Intersegment sales 17,825 - (17,825) -
Sales from contracts with customers 1,292,127 814,984 (17,825) 2,089,286 Cost of sales (1,218,384) (768,649) 17,812 (1,969,221) Gross profit 73,743 46,335 (13) 120,065 Gross Profit % 5.71% 5.69% 5.75% Sales and marketing costs (29,018) (14,132) - (43,150) Overheads and admin. costs (41,454) (17,909) 4 (59,359) Impairment loss/reversal of financial assets (25) 239 (1) 213 Operating result (EBIT) 3,246 14,533 (10) 17,769
EBIT % 0.25% 1.78% 0.85%
Finance costs - net (8,692) (1,569) - (10,261) Result before income tax (5,446) 12,964 (10) 7,508 Income tax expenses 493 (3,249) 3 (2,753) Net result (4,953) 9,715 (7) 4,755
- of which attributable to non -controlling interests - (18) 18 -
- of which attributable to Group (4,953) 9,733 (25) 4,755 Depreciation and amortisation 9,106 2,498 234 11,838 Other non -cash items 2,808 320 - 3,128 Investments 4,299 211 - 4,510 Total assets 1,275,871 736,610 (148,538) 1,863,943
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 35
(euro/000) H12025
Italy Iberian Pen. Elim. and
other Group
Distr. IT & CE B2B Distr. IT & CE B2B Sales to third parties 1,255,666 675,818 - 1,931,483 Intersegment sales 14,741 - (14,741) -
Sales from contracts with customers 1,270,407 675,818 (14,741) 1,931,483 Cost of sales (1,200,426) (636,003) 14,768 (1,821,661) Gross profit 69,981 39,815 27 109,822 Gross profit % 5.51% 5.89% 5.69% Sales and marketing costs (29,073) (12,510) - (41,583) Overheads and admin. costs (39,093) (16,283) 6 (55,370) Impairment loss/reversal of financial assets (100) 106 (1) 5 Operating result (EBIT) 1,715 11,128 32 12,874
EBIT % 0.13% 1.65% 0.67%
Finance costs - net (5,361) (468) - (5,829) Result before income tax (3,646) 10,660 32 7,045 Income tax expenses (912) (2,715) (10) (3,637) Net result (4,558) 7,945 22 3,408
- of which attributable to non -controlling interests - (23) 23 -
- of which attributable to Group (4,558) 7,968 (1) 3,408 Depreciation and amortisation 9,540 2,504 221 12,265 Other non -cash items 2,168 164 - 2,332 Investments 1,309 433 - 1,742 Total assets 1,249,189 617,424 (81,830) 1,784,783
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 36
Statement of equity and financial position by operating segments
(euro/000) 30/06/2026
Italy Iberian Pen.
Distr. IT & CE B2B Distr. IT & CE B2B Elim. and
other Group
ASSETS
Non -current assets Property, plant and equipment 21,837 2,222 - 24,059 Right -of-use assets 97,020 14,458 - 111,478 Goodwill 39,834 82,147 1,039 123,020 Intangible assets 5,751 4,733 - 10,484 Investments in others 75,762 - (75,762) -
Receivables and other non -current assets 1,784 10,002 - 11,786 241,988 113,562 (74,723) 280,827
Current assets
Inventory 477,325 265,407 (28) 742,704 Trade receivables 394,671 247,779 - 642,450 Income tax assets 3,294 1,745 - 5,039 Other assets 80,522 73,987 (73,787) 80,722 Financial assets held for trading - 251 - 251 Cash and cash equivalents 78,071 33,879 - 111,950 1,033,883 623,048 (73,815) 1,583,116 Total assets 1,275,871 736,610 (148,538) 1,863,943
EQUITY
Share capital 7,861 54,693 (54,693) 7,861 Reserves 189,328 194,824 (19,918) 364,234 Group net income (4,953) 9,733 (25) 4,755 Group net equity 192,236 259,250 (74,636) 376,850 Non -controlling interests - 107 (107) -
Total equity 192,236 259,357 (74,743) 376,850
LIABILITIES
Non -current liabilities Borrowings 48,675 31,924 - 80,599 Lease liabilities 95,527 12,601 - 108,128 Deferred income tax liabilities 1,083 12,440 (8) 13,515 Retirement benefit obligations 5,097 - - 5,097 Provisions and other liabilities 7,914 496 - 8,410 158,296 57,461 (8) 215,749
Current liabilities
Trade payables 583,831 373,511 - 957,342 Short -term financial liabilities 294,483 12,920 (65,316) 242,087 Lease liabilities 10,969 3,216 - 14,185 Income tax liabilities 48 3,135 - 3,183 Debts for investments in subsidiaries 1,906 - - 1,906 Provisions and other liabilities 34,102 27,010 (8,471) 52,641 925,339 419,792 (73,787) 1,271,344 Total liabilities 1,083,635 477,253 (73,795) 1,487,093 Total equity and liabilities 1,275,871 736,610 (148,538) 1,863,943
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 37
(euro/000) 31/12/2025
Italy Iberian Pen.
Distr. IT & CE B2B Distr. IT & CE B2B Elim. and
other Group
ASSETS
Non -current assets Property, plant and equipment 20,681 2,473 - 23,154 Right -of-use assets 108,762 15,270 - 124,032 Goodwill 39,834 82,147 1,039 123,020 Intangible assets 6,236 5,069 - 11,305 Investments in others 75,637 - (75,637) -
Receivables and other non -current assets 1,781 10,200 - 11,981 252,931 115,159 (74,598) 293,492
Current assets
Inventory 451,197 190,003 (18) 641,182 Trade receivables 426,507 402,314 - 828,821 Income tax assets 2,582 229 - 2,811 Other assets 86,758 92,987 (93,005) 86,740 Financial assets held for trading - 213 - 213 Cash and cash equivalents 128,724 101,838 - 230,562 1,095,768 787,584 (93,023) 1,790,329 Total assets 1,348,699 902,743 (167,621) 2,083,821
EQUITY
Share capital 7,861 54,693 (54,693) 7,861 Reserves 202,184 173,168 (13,916) 361,436 Group net income 4,520 21,656 (6,003) 20,173 Group net equity 214,565 249,517 (74,612) 389,470 Non -controlling interests - - - -
Total equity 214,565 249,517 (74,612) 389,470
LIABILITIES
Non -current liabilities Borrowings 37,571 37,340 - 74,911 Lease liabilities 107,083 13,465 - 120,548 Deferred income tax liabilities 798 11,648 (5) 12,441 Retirement benefit obligations 5,199 - - 5,199 Provisions and other liabilities 10,407 206 - 10,613 161,058 62,659 (5) 223,712
Current liabilities
Trade payables 796,136 534,299 - 1,330,435 Short -term financial liabilities 130,360 24,413 (86,376) 68,397 Lease liabilities 10,964 3,182 - 14,146 Income tax liabilities 524 1,098 - 1,622 Debts for investments in subsidiaries 6,000 - - 6,000 Provisions and other liabilities 29,092 27,575 (6,628) 50,039 973,076 590,567 (93,004) 1,470,639 Total liabilities 1,134,134 653,226 (93,009) 1,694,351 Total equity and liabilities 1,348,699 902,743 (167,621) 2,083,821
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 38 4. Notes to statement of financial position items
Non -current assets 1) Property, plant and equipment
Changes occurring during the period are as follows:
(euro/000)Plant and
machineryInd. & Comm.
Equipment &
other assetsAssets under
construction &
AdvancesTotal
Historical cost 30,293 51,019 856 82,168 Accumulated depreciation (19,491) (39,523) - (59,014) Balance at 31/12/2025 10,802 11,496 856 23,154 Historical cost increase 1,814 2,056 561 4,431 Historical cost decrease (231) (2,701) - (2,932) Historical cost reclassification 380 65 (445) -
Increase in accumulated depreciation (1,123) (2,268) - (3,391) Decrease in accumulated depreciation 230 2,567 - 2,797 Total changes 1,070 (281) 116 905 Historical cost 32,256 50,439 972 83,667 Accumulated depreciation (20,384) (39,224) - (59,608) Balance at 30/06/2026 11,872 11,215 972 24,059
Investments in ‘Plant and machinery ’, mainly attributable to the parent company, refer to the installation of a new automated logistics plant at the Cavenago hub.
Investments in ‘Industrial and commercial equipment and other assets’ essentially refer to the periodic renewal and upgrading of the technology suite and plants.
The decreases mainly relate to the disposal of electronic office machines by the parent company.
There are no other temporarily unused property, plant and equipment intended for sale.
The depreciation rates applied to each asset category are unchanged compared with those as at 31 December 2025.
2) Goodwill
Goodwill amounted to 123.0 million euro, coinciding with the value as at 31 December 2025.
The following table summarises the goodwill allocations to the 2 CGUs (Cash Generating Units) identified, in accordance with the combination of the operating segments used for Segment
Information purposes:
(euro/000) 30/06/2026 31 /1 2/2025 Var.
CGU 1 39,835 39,835 -Distribution B2B of Information Technology and Consumer Electronics (Italy) CGU 2 83,1 85 83,1 85 -Distribution B2B of Information Technology and Consumer Electronics (Iberian Peninsula) Total 1 23,020 1 23,020 -
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 39 The goodwill allocated to CGU 1 includes, on both dates, an amount of 10.1 million euro provisionally determined following the first -time consolidation, on 1 October 2025, of the company Vamat B.V.
The annual impairment test, required by IAS 36, was carried out in reference to the financial statements as at 31 December 2025 and no impairment loss was identified with reference to the CGUs existing at that date.
IAS 36 also requires that the impairment test on the goodwill be carried out more frequently in the presence of indicators of impairment loss (‘triggering events’), both external and internal as regards the company.
IAS 34 also clarifies that, at the time of drafting of interim financial statements, where the presence of said triggering events is identified, the impairment test must be carried out with the same methods as the annual impairment test.
For the purposes of the drafting of these condensed consolidated half -year financial statements, the Esprinet Group evaluated the existence and, if necessary, examined the practical implications, for each CGU, of the following impairment loss indicators:
- any deterioration in the macroeconomic and macro -financial conditions;
- any deterioration in the economic environment and market of operations;
- operating discontinuity;
- discontinuity in cost factors;
- unfavourable trend in market rates or other capital remuneration rates as such to affect the discount rate used in calculating the value in use;
- any verification of negative operating events;
- reduction in the value of the stock market capitalisation with respect to reported equity.
Despite an international context affected by the Middle East conflict and, more specifically in Europe, by the weakness of the euro against the US dollar and the inflationary repercussions caused by the rise in energy and fuel prices as a result of the blo ckade of the Strait of Hormuz, which was only occasionally reopened, in the first half of 2026 the markets in which the Group carries out almost all of its distribution activities (Italy, Spain, Portugal) recorded growth of +4.1%, +12.4% and +19.5%, respec tively. The Esprinet Group also grew in all its reference markets: in Spain and Portugal it outperformed (+14.4% and +39.8% respectively, +19.8% and +28.6% in accounting terms) while in Italy it grew by +1.3% (+0.3% in accounting terms).
This growth, together with a stable gross profit margin, made it possible to absorb the increase in costs and achieve overall profitability at an EBITDA level higher than both the previous year and the budget forecasts.
This performance, which was particularly positive in CGU 2 ‘Iberian Peninsula ’, was more limited in CGU 1 ‘Italy’ compared to the previous year and slightly below expectations. The deviation from the budget forecasts was minimal, such that it can be considered to be absorbed in the continuation of the year and included in the worse -case scenarios developed as part of the sensitivity analyses carried out as at 31 December 2025, which, even if this reduction had been lasting, would not have entailed the need to carry out any write -down of the value of the reference goodwill.
On the other hand, with regard to the stock market capitalisation value compared to the reported net equity, the stock market capitalisation value as at 30 June 2026, equal to 338.6 million euro, was lower than the reported net equity at the same date, equ al to 376.9 million euro.
It is believed that the results of the financial assessments carried out as at 31 December 2025 and, as represented above, also confirmed with reference to 30 June 2026, prevail over the market valuation and the existing gap does not represent a trigger ev ent as the stock market price refers mainly to minority interests while the recoverable amount refers to the value of net assets for the controlling entity.
At 30 June, there was also a historically accentuated gap, due to the aforementioned seasonality phenomena, compared to what was subsequently recorded at 31 December.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 40 The conclusion reached was that none of the indicators analysed suggested an impairment loss.
Therefore, no new impairment test on goodwill was deemed necessary, and the results of the test performed as at 31 December 2025 were confirmed. Consequently, the value of goodwill as at 30 June 2026 was confirmed with respect to the figure recorded at the end of the previous year.
3) Intangible assets Changes occurring during the period are as follows:
(euro/000)Start-up
and
expansion
costsIndustrial and
other patent
rightsLicences,
concessions,
brand
names and
similar rightsOther intagible
assetsTotal
Historical cost 3 13,406 4,029 13,326 30,764 Accumulated depreciation (3) (13,189) (1,239) (5,028) (19,459) Balance at 31/12/2025 - 217 2,790 8,298 11,305 Historical cost increase - 79 - - 79 Historical cost decrease - (2) - - (2) Increase in accumulated depreciation - (87) (193) (620) (900) Decrease in accumulated depreciation - 2 - - 2 Total changes - (8) (193) (620) (821) Historical cost 3 13,483 4,029 13,326 30,841 Accumulated depreciation (3) (13,274) (1,432) (5,648) (20,357) Balance at 30/06/2026 - 209 2,597 7,678 10,484
The investments pursuant to the item ‘Industrial and other patent rights’ refer essentially to the software licences for long -term renewal and the upgrading of the management information system.
The amortisation rates applied to each item are unchanged compared with those as at 31 December 2025.
4) Right -of-use-assets
(euro/000) 30/06/2026 31/12/2025 Var.
Right -of-use assets 111,478 124,032 (12,554)
Changes occurred in the period are as below:
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 41
(euro/000)Rental
Property Cars Ind. & Comm.
Equipment &
other assetsTotal
Historical cost 195,018 5,601 777 201,396 Accumulated depreciation (73,054) (3,603) (707) (77,364) Balance at 31/12/2025 121,964 1,998 70 124,032 Historical cost increase 1,847 480 - 2,327 Historical cost decrease (8,750) (311) - (9,061) Increase in accumulated depreciation (6,997) (497) (53) (7,547) Decrease in accumulated depreciation 1,416 311 - 1,727 Total changes (12,484) (17) (53) (12,554) Historical cost 188,115 5,770 777 194,662 Accumulated depreciation (78,635) (3,789) (760) (83,184) Balance at 30/06/2026 109,480 1,981 17 111,478
In the Group, the contracts that fall within the scope of IFRS 16 refer to the use of:
• office and operating buildings;
• company vehicles;
• industrial and commercial equipment and other assets.
The ‘increases in historical cost ’ relating to properties are essentially attributable to the renewals of the contracts of some Cash & Carries in Italy, to the change in rents to take into account the inflationary change of the year, while those relating to vehicles derive from the recurri ng partial annual renewal of the car fleet.
The decreases, on the other hand, are primarily attributable to the early termination in Italy of a warehouse lease agreement, as well as to the amortisation for the period calculated based on the remaining term of each individual contract.
The Group has not applied IFRS 16 to leases of intangible assets.
As regards the lease term, for properties, the Group analyses the effects of any extension or early termination clauses, whose exercise is deemed reasonably certain, while for the other categories of assets, mainly company cars, the exercise of said option s is generally considered unlikely in view of the Group's usual practice.
9) Receivables and other non -current assets
(euro/000) 30/06/2026 31/12/2025 Var.
Guarantee deposits receivables 2,396 2,454 (58) Other receivables 9,390 9,527 (137) Receivables and other non -current assets 11,786 11,981 (195)
The item Guarantee deposits receivables refers mainly to guarantee deposits for utilities and for existing lease contracts.
Other receivables refer to the portion falling due beyond one year of multi -year repayment plans entered into by the subsidiary V -Valley Advanced Solutions España, S.A. with trading counterparties
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 42 in relation to customer and supplier disputes. Part of these receivables is secured by a pledge over a substantial portion of the debtor's company shares.
Current assets
10) Inventory
(euro/000) 30/06/2026 31/12/2025 Var.
Finished products and goods 747,159 645,979 101,180 Provision for obsolescence (4,455) (4,797) 342 Inventory 742,704 641,182 101,522
At 742.7 million euro, inventories increased by 101.5 million euro compared to the stock as at 31 December 2025. The higher level of inventory is partly necessary to support the growth in business volumes and partly related to the strategy of procuring in advance in view of the unusual continuous increase in product purchase prices. This change is also influenced by an increase of approximately 29.1 million euro in goods in transit from suppliers or to customers (184.4 million euro in total as at 30 June 20 26 and 155.3 million euro as at 31 December 2025).
The 4.3 million euro allocated to the Provision for obsolescence is intended to address the risks associated with the presumed lower realisable value of obsolete and slow -moving stock.
The change in the provision during the period was as follows:
(euro/000) 30/06/2026 31/12/2025 Var.
Provision for obsolescence: year beginning 4,797 5,013 (216) Uses/Releases (1,752) (3,167) 1,415 Accruals 1,210 2,166 (956) Acquisition in business combination - 785 (785) Provision for obsolescence: period-end 4,255 4,797 (542)
The item 'Accruals' is the management's best estimate of the recoverability of the inventory value as at 30 June 2026.
11) Trade receivables
(euro/000) 30/06/2026 31/12/2025 Var.
Trade receivables - gross 649,435 836,181 (186,746) Bad debt provision (6,985) (7,360) 375 Trade receivables - net 642,450 828,821 (186,371)
Trade receivables arise from normal sales transactions engaged in by the Group in the context of ordinary marketing activities. These transactions are entered into primarily with customers resident in the countries where the Group operates, are denominated almost entirely in euro and are settled from a monetary perspective in the short -term.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 43 Trade receivables - gross include 0.1 million euro (1.8 million euro as at 31 December 2025) of receivables assigned with recourse to factoring companies, adjusted by credit notes to be issued to customers for a value of 85.1 million euro (92.7 million eur o at the end of 2025) and include 163.1 million euro of receivables measured at fair value (197.5 million euro as at 31 December 2025).
The change in gross receivables is determined by the lower volumes of turnover usually generated in the second quarter compared to the last quarter of the year and by the level of use of the revolving programmes for the disinvestment of trade receivables, the amount of which stood at 401.6 million euro as at 30 June 2026 (488.7 million euro as at 31 December 2025 and 347.7 million euro as at 30 June 2025).
The receivables are adjusted to their presumed realisable value through the recognition of an appropriate bad debt provision, which is replenished by allocations determined on the basis of an analytical valuation process for each individual customer, in re lation to the related past due receivables and outstanding commercial disputes, taking into account insurance coverage. The change in the provision is represented below:
(euro/000) 30/06/2026 31/12/2025 Var.
Bad debt provision: year-beginning 7,360 6,436 924 (2,391) Uses/Releases (2,426) (3,071) 645 Accruals 2,051 3,517 (1,466) Acquisition in business combination - 478 (478) Bad debt provision: period-end 6,985 7,360 (375)
12) Income tax assets
(euro/000) 30/06/2026 31/12/2025 Var.
Income tax assets 5,039 2,811 2,228
Income tax assets (current) relate to the surplus of advance payments made, calculated – in accordance with the relevant legislation – on the taxes or income of the previous financial year;
however, given the seasonal nature of the business, which normally sees a peak in results in the fourth quarter of the financial year, compared with the current taxes accrued in the half -year, and receivables due from the tax authorities, primarily from the Spanish and Portuguese tax authorities, pending recovery.
The receivables are mainly claimed by the parent company Esprinet S.p.A. (2.6 million euro), and the Spanish subsidiaries Esprinet Iberica S.L.U. (0.8 million euro) and V -Valley Advanced Solutions España, S.A. (0.6 million euro).
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 44
13) Other assets
(euro/000) 30/06/2026 31/12/2025 Var.
Receivables from associates companies (A) - - -
Witholding tax assets 29 - 29 VAT receivables 2,418 5,808 (3,390) Other tax assets 45,208 45,814 (606) Other receivables from Tax authorities (B) 47,655 51,622 (3,967) Receivables from factoring companies 1,227 585 642 Other financial receivables 7,994 8,834 (840) Receivables from insurance companies 1,742 1,927 (185) Receivables from suppliers 14,017 15,781 (1,764) Receivables from employees 2 3 (1) Receivables from others 837 930 (93) Other receivables (C) 25,819 28,060 (2,241) Prepayments (D) 7,248 7,058 190 Other assets (E= A+B+C+D) 80,722 86,740 (6,018)
VAT receivables refer to VAT receivables which, according to the tax rules of the local authorities, cannot be offset with debt positions. The largest receivables are claimed by the subsidiaries V -Valley Africa SARLAU (1.6 million euro), and by the last two companies acq uired, Vamat B.V. and Vamat Ltd (0.5 million euro in total).
Other tax assets refer almost entirely to the receivable of the parent company Esprinet S.p.A. from the tax authorities following the payment, made on a provisional basis, of tax collection files relating to indirect taxes in relation to which disputes are in progress, de tails of which are provided in the section ' Developments in Group disputes ' under the notes to item ' 26) Non -current provisions and other liabilities '.
The Receivables from factoring companies, attributable to the parent company for 0.7 million euro and to the Italian subsidiary V -Valley S.r.l. for 0.5 million euro, refer to the residual amount of proceeds not yet collected from non -recourse assignments o f trade receivables made at the end of June 2026. At the time this report was drafted, the receivables due had been collected in full. The change compared with the previous year -end balance, is due to the volume of transfers as well as the different timing in the collection of transferred receivables compared to 31 December 2025.
Other financial receivables , referring entirely to the parent company, refer to a guarantee deposit provided to the buyer of the receivables assigned in the securitisation transaction executed by the Group to cover any dilution that may occur in the course of this activity or in the months following the transaction closing.
Receivables from insurance companies include the insurance compensation – after deductibles – recognised by the insurance companies for claims of various kinds not yet paid, but which are reasonably expected to be collected within the next fiscal year.
Receivables from suppliers refer to credit notes received exceeding the amount owed at the end of June for a mismatch between the timing of their quantification and the payment of suppliers. They also include receivables from suppliers for advance payments requested by suppliers be fore purchase orders are executed, as well as receivables from hauliers for advance VAT payments and customs duties pertaining to imports.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 45 Other receivables mainly include the receivables held by the subsidiary V -Valley Advanced Solutions Espana S.A. in relation to contractual clauses provided for in the purchase agreement of the company Lidera Network S.L. (0.3 million euro), as well as the receivables held by the subsidiary Sifar in relation to a policy covering any severance payments due to employees (0.3 million euro as at both 30 June 2026 and 31 December 2025).
Prepayments are costs (mainly maintenance and assistance fees, insurance premiums, interest expenses on loans) whose accrual is deferred with respect to that of the cash movement.
15) Financial assets held for trading (current)
(euro/000) 30/06/2026 31/12/2025 Var.
Financial assets held for trading 251 213 38
The balance relating to ‘Financial assets held for trading ’ refers to securities traded on the equity market held as at 30 June 2026 by the subsidiary Lidera Network S.L.
17) Cash and cash equivalents
(euro/000) 30/06/2026 31/12/2025 Var.
Bank and postal deposit 111,927 230,540 (118,613) Cash 23 22 1 Total cash and cash equivalents 111,950 230,562 (118,612)
Cash and cash equivalents are almost entirely made up of bank balances, all immediately available.
They are partly temporary in nature as they originate from the normal short -term financial cycle of collections/payments which sees payments from customers c oncentrated at the end and middle of each month, whereas financial outflows linked to payments to suppliers have a more linear trend.
Equity
(euro/000) 30/06/2026 31/12/2025 Var.
Share Capital (A) 7,861 7,861 -
Reserves and profit carried over (B) 377,333 374,535 2,798 Own shares (C) (13,099) (13,099) -
Total reserves (D=B+C) 364,234 361,436 2,798 Net income for the year (E) 4,755 20,173 (15,418) Net equity (F=A+D+E) 376,850 389,470 (12,620) Non -controlling interests (G) - - -
Total equity (H=F+G) 376,850 389,470 (12,620)
The Share capital of Esprinet S.p.A., fully subscribed and paid -in as at 30 June 2026, is 7,860,651 euro and comprises 50,417,417 shares without indication of face value.
The number of shares represents the balance remaining following the cancellations carried out in 2020 and 2022, as provided for in the relevant Shareholders’ Meeting resolutions, totalling 1,986,923 shares.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 46
20) Reserves
Reserves and retained earnings The balance of Reserves and profit carried over è increased by 2.8 million di euro , mainly due to combined effect of the allocation of profits from the previous year and the distribution of dividends to shareholders.
Reserves also includes the value of the Esprinet stock grant rights to Group Directors and executives in relation to the 2024 -2026 Share incentive plan approved by Esprinet S.p.A.'s Shareholders' Meeting on 24 April 2024.
The value of said rights was recognised in the income statement under the costs of employees and the costs of the directors, and was quantified on the basis of the elements described in detail in the section ‘Share incentive plans ’ in the following chapter ‘5. Notes to income statement items ’ to which reference should be made.
For more details, please refer to the Consolidated statement of changes in shareholders' equity .
Own shares on hand The amount refers to the total purchase price of 974,915 Esprinet S.p.A. shares owned by the Company, of which 690,000 shares in service of the 2024 -2026 Share incentive plan.
21) Net result for the period The net result for the first half of 2026, entirely attributable to the Group, is positive and amounts to 4.8 million euro (positive for 3.4 million euro in the first half of the previous year and positive for 20.2 million euro as at 31 December 2025). The net result per share is therefore 0.10 euro (0.07 euro in the corresponding period of the previous financial year).
Non -current liabilities
22) Borrowings
(euro/000) 30/06/2026 31/12/2025 Var.
Borrowings 78,992 72,785 6,207 Other financing payables 1,607 2,126 (519) Non - current financial liabilities 80,599 74,911 5,688
Borrowings refer to the valuation at the amortised cost of the portion of the medium/long -term loans granted to the Group companies falling due beyond 12 months.
The change compared with the previous financial year is due to the combined effect of securing new loans (28.0 million euro in principal) and the reclassification, in accordance with the repayment schedules, of instalments due within twelve months to curre nt liabilities.
Other financing payables can be attributed to the Parent Company, Esprinet S.p.A., and consist of the portion of a debt owed to a finance company for the purchase of goods intended for resale, which is due more than 12 months after 30 June 2026.
Details relating to the outstanding loans can be found in the paragraph ‘Net financial indebtedness and loan covenants’.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 47 24) Deferred income tax liabilities
(euro/000) 30/06/2026 31/12/2025 Var.
Deferred income tax liabilities gross 23,871 23,374 497 Deferred income tax assets gross (10,356) (10,933) 577 Deferred income tax liabilities 13,515 12,441 1,074
The balance of ‘Deferred income tax liabilities ’ represents the excess of taxes, arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding values recognised for tax purposes, that the Group will have to pay ( ‘Gross deferred tax liabilities ’) compared to the taxes that the Group expects to recover ( ‘‘Gross deferred tax assets ’) in future financial years.
The recoverability of deferred tax assets is supported by the realisation of taxable profits forecast in the business plans drawn up on the basis of the Esprinet Group’s 2026 –30E economic and financial forecasts, which were approved by the Board of Directors of Esprinet S.p.A. on 11 March 2026 an d reconfirmed as at the date of this financial report.
As at 30 June 2026, deferred tax assets of 2.6 million euro were not recorded (1.8 million euro resulting from the non -deductibility in Italy of part of the interest expense incurred and 0.8 million euro relating to losses carried forward by the subsidiary Esprinet Portugal Lda), which were also not recorded as at 31 December 2025. The underlying deductible differences remain taxable and, if the required conditions are met, may be utilised and/or give rise to the recognition of deferred tax assets again.
25) Retirement benefit obligations Retirement benefit obligations reflect the staff severance indemnities (‘TFR’) and other benefits accruing to salaried staff at the close of the period, assessed in accordance with actuarial criteria, pursuant to IAS 19.
The entire provision amount is attributable to the Italian companies, since a similar system does not exist in other Group companies operating abroad.
Changes occurred during the period are shown in the table below:
The item ‘Actuarial (gains)/losses ’ reflects the misalignment between the forward -looking assumptions used in the valuation at 31 December of the previous year and the actual development of the provision at 30 June 2026 (members, payments made, benefit revaluation). The discount rate used r eflects the market returns, at the financial statements date, of a panel of primary company (euro/000) 30/06/2026 31/12/2025 Var.
Balance at year-beginning 5,199 5,347 (148) Service cost 68 196 (128) Interest cost 89 170 (81) Actuarial (gain)/loss 123 (35) 158 Pensions paid (382) (479) 97 Retirement benefit obligations 5,097 5,199 (102)
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 48 bonds with a maturity date connected with the employee average residual employment in the Group's companies (higher than 10 years) 3.
The ‘Project unit credit method’ was used to account for employee benefits; the demographic assumptions remained unchanged from those adopted at 31 December of the previous financial year, and the following economic and financial assumptions were applied:
Per la contabilizzazione dei benefici riservati ai dipendenti è stata utilizzata la metodologia denominata ‘Project unit credit method ’; sono state utilizzate ipotesi demografiche invariate rispetto alle assunzioni adottate al 31 dicembre dell’esercizio precedente e le seguenti ipotesi economico -
finanziarie:
(*) It should be noted that the iBoxx Eurozone Corporates AA 7 -10 index was used as the benchmark reference.
(**) For the selection of the annual inflation rate, reference was made to the 2026 Economic and Financial Document (DFP), publish ed on 22 April 2026, which reports private consumption deflator values of 2.8%, 2.0%, 1.5% and 1.9% for 2026, 2027, 2028 and 2029, respectively. Although inflation is expected to increase in 2026, considering the trends projected for the subsequent years, it was deemed appropria te to continue using a constant inflation rate of 2.0%, in line with the ECB's medium to long -term inflation target of 2.0%.
(***) 3,0% from 2024.
31) Lease liabilities (non -current)
(euro/000) 30/06/2026 31/12/2025 Var.
Lease liabilities (non -current) 108,128 120,548 (12,420)
The liability is related to the Rights of use existing at the reference balance sheet dates.
The change is detailed as follows:
(euro/000) 30/06/2026 31/12/2025 Var.
Lease liabilities (non-current) 120,548 131,084 (10,536) Acquisition in business combination - 133 (133) Increase from subscribed contracts 478 1,269 (791) Termination/modification of contracts 1,566 2,396 (830) Reclassification non current liabilities (14,464) (14,334) (130) Lease liabilities (non-current) 108,128 120,548 (12,420)
The following table analyses the maturity dates of the financial liabilities booked as at 30 June 2026:
3 Please note that the iBoxx Eurozone Corporates AA7 -10 index has been used as the reference parameter. The annual inflation rate was selected based on the Update Note to the Economic and Financial Document (NADEF 2025), which reports the consumption deflato r for 2026, 2027, and 2028 at 2.0%, 1.8%, and 1.8%, respectively. Based on the above and the current inflationary trend, it was in fact d eemed appropriate to use a constant inflation rate equal to 2% for the year 2025 and subsequent years.
30/06/2026 31/12/2025
Cost of living increase (*)2.00% 2.00% Discouting rate (**)3.43% 3.37% Remuneration increase 3.50% 3.50% Staff severance indemnity (TFR) - annual rate increase (***)3.00% 3.00%
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 49
(euro/000) Within 5 year After 5 year 30/06/2026 Lease liabilities (non current) 66,255 41,873 108,128
26) Provisions and other liabilities (non -current)
(euro/000) 30/06/2026 31/12/2025 Var.
Long -term liabilities for cash incentives 157 237 (80) Long term Tax payables in installments 4,974 8,141 (3,167) Provisions for pensions and similar obligations 1,775 1,719 56 Other provisions 1,504 516 988 Non -current provisions and other liabilities 8,410 10,613 (2,203)
The item ‘ Long -term liabilities for cash incentives’ relates to amounts accrued but payable to beneficiaries more than 12 months after the date of this financial report, subject, amongst other conditions, to the beneficiary's employment with the Group until the payment date.
The item Tax payables in instalments refers to the portion due beyond 12 months after 30 June 2026 of the debt which arose following the signing of agreements with the Revenue Agency in the second quarter of 2023, by the parent company Esprinet S.p.A., which settled certain VAT disputes rela ting to the tax periods from 2013 to 2017.
The item Provisions for pensions includes the supplementary customer indemnity provision payable to agents based on current regulations governing the subject. The changes in the period in this provision were as follows:
(euro/000) 30/06/2026 31/12/2025 Var.
Provisions for pensions: year-beginning 1,719 1,736 (17) Uses/Releases (68) (220) 152 Accruals 124 203 (79) Provisions for pensions: period-end 1,775 1,719 56
The amount entered under Other provisions is intended to cover risks relating to current legal and tax-related disputes. Changes occurred in the period are as below:
(euro/000) 30/06/2026 31/12/2025 Var.
Other provisions: year-beginning 516 231 285 Uses/Releases (339) (106) (233) Accruals 1,327 190 1,137 Acquisition in business combination - 201 (201) Other provisions: period-end 1,504 516 988
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 50
Development of disputes involving Esprinet S.p.A. and the Group The main disputes involving the Group are provided below, along with developments in the first half of 2026 (and thereafter, until the date this financial report was drafted), for which the Group has conducted the pertinent risk assessments, with the suppo rt of its legal and/or tax consultants, and, where deemed appropriate, recognised the ensuing allocations to the provision for risks.
The following list summarises the development of the main tax disputes in progress for which it has not been considered that the elements for making provisions exist, since the risk of each is assessed as unlikely.
Esprinet S.p.A. Indirect taxes for the years 2011 -2013 Esprinet S.p.A. has a number of tax disputes pending, all before the Supreme Court of Cassation, against judgments originating from assessment notices served to the Company in previous years in relation to the years 2011 to 2013.
In particular, the Tax Authorities, following access to and verification at customers of Esprinet S.p.A.
who had submitted declarations of intent to the Company to obtain the non -application of value added tax (VAT) in the invoice, had found that some of t hem did not meet the tax legislation requirements for requesting the non -application of VAT. Although Esprinet S.p.A. had, within the limits of what was objectively possible for a supplier, collected documents and verified the statements of the customers i n question, the Tax Authorities had deemed the checks carried out by the Company to be inadequate and had therefore disputed the latter's the failure to apply VAT on the invoice, in addition to penalties and interest.
The following table summarises the years concerned, the total amounts requested by the Tax Authorities and paid by the Company, as well as the status of the dispute:
Year Amounts requested and paid pending judgment (*) Status of the dispute 2011 2.5 m illion euro Pending in the Supreme Court of Cassation 2012 5.1 m illion euro Pending in the Supreme Court of Cassation 2013 bis 37.1 m illion euro Pending in the Supreme Court of Cassation
(*) Total amounts requested by the Tax Authorities, and paid in full as at 3 0 June 202 6, by way of higher tax, penalties and interest. The amounts paid, totalling 44.7 million euro, are classified under the item ‘Other tax receivables’.
For the three proceedings currently pending before the Court of Cassation, relating to the same types of disputes as those in a 2013 case, which was favourably resolved by the Court of Cassation with a ruling on 19 January 2024, published on 09 April 2024, the Company, in agreement with its advisors, believes the risk of losing the case is merely possible. Moreover, in relation to the same facts forming the subject matter of the proceedings concerning the 2013 tax period, still pending before the Supreme Co urt of Cassation, the Court of Monza issued a ruling of acquittal against the then legal representative, on the grounds that the offence did not exist. This ruling, which became final on 30 May 2024, is also considered favourable for the purposes of the co rresponding tax proceedings for the same year.
Since the Company has already proceeded in previous years to fully pay the amounts requested by the Tax Authorities, it should be noted that also in the unlikely and not expected event of a negative outcome of the pending disputes, there would be no furthe r financial impacts (i.e. no further cash outflow), but they would have a negative economic impact, related to the recognition in the income statement of the expenses due to losing the case.
Monclick S.r.l. Direct taxes for the year 2012 On 20 July 2016, the company received an assessment notice through which the Revenue Agency requested the recovery of direct taxes for 82 thousand euro, plus penalties and interest. The
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 51 deduction or non -taxation of income components relating to 2012 (the year in which the company was still part of the Esprinet Group) has been contested.
In the dispute initiated with the Revenue Agency, the company was the winner in 2017 before the Provincial Tax Commission of Milan, which was unsuccessful in 2018 before the Lombardy Regional Tax Commission, and on 16 July 2019 filed an appeal with the Sup reme Court of Cassation.
As envisaged by the administrative procedure, payments for a total of 162 thousand euro were made during the course of the judicial procedure, recorded in the income statement in 2018.
Current liabilities
27) Trade payables (euro/000) 30/06/2026 31/12/2025 Var.
Trade payables - gross 1,083,148 1,473,151 (390,003) Credit notes to be received (125,806) (142,716) 16,910 Trade payables 957,342 1,330,435 (373,093)
The balance of Trade payables, compared to 31 December 2025, is largely influenced by the overall volumes of purchases and their trend over time. The two variables depend on the seasonality of the distribution business.
The item ‘Credit notes to be received’ refers mainly to the rebates for the achievement of commercial targets, to various incentives, to reimbursement of joint marketing activities with suppliers and to stocks contractual protections.
There are no trade payables with collaterals on corporate assets nor with a residual duration longer than 5 years.
28) Short -term financial liabilities
(euro/000) 30/06/2026 31/12/2025 Var.
Bank loans and overdrafts 187,200 42,841 144,359 Other financing payables 54,887 25,556 29,331 Short - term financial liabilities 242,087 68,397 173,690
Short–term financial liabilities refer to the valuation at the amortised cost of the short -term financing lines and the portion falling due within the next 12 months of the medium/long -term loans granted to the Group companies (37.3 million euro and 38.8 million euro in principal, as at 30 June 2026 and as at 31 December 2025 respectively).
Details relating to the outstanding medium/long -term loans can be found in the paragraph ‘Net financial indebtedness and loans covenants’, to which reference should be made.
The change compared with the previous year is due to the combined effect of the greater or lesser use of short -term forms of financing and the movements in medium - to long -term loans. These movements consisted of: i) for new loans obtained, the recognition of instalments falling due within 12 months and, ii) for loans already outstanding at 31 December of the previous year, the repayment of instalments falling due in the half -year and the reclassification, from non -current financial liabilities, of instalme nts that, according to the amortisation plans, will fall due in the following 12 months.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 52
Other financing payables refer for 34.0 million euro (23.6 million euro a 31 December 2025) to advances obtained from factoring companies within the scope of the customary with -recourse operations of the Company and to the collections received in the name and on behalf of custome rs sold with the non -recourse formula. The change compared with 31 December of the previous year is closely related to the volume of advances obtained from factoring companies and to the timing of the financial settlement of the transfers made.
The balance also includes, for 1.1 million euros (1.0 million euros at 31 December 2025) the portion due within 12 months of a loan taken out in the 2024 financial year by the parent company Esprinet S.p.A. from a finance company for the purchase of goods intended for resale and, amounting to 22.5 million euro (1.0 million euro as at 31 December 2025) the portion of debt owed to qualified investors in respect of ‘Euro Commercial Paper ’ issued under the programme launched by the parent company, Esprinet S.p.A., in 2023.
29) Income tax liabilities
(euro/000) 30/06/2026 31/12/2025 Var.
Income tax liabilities 3,183 1,622 1,561
Income tax liabilities (current) result from the excess of current taxes accrued over advance payments and are mainly due from the subsidiaries of the Spanish subgroup Esprinet Iberica S.L.U.
(2.0 million euro), Lidera Network S.L. (0.3 million euro) and V -Valley Advanced Solutions Españ a, S.A. (0.8 million euro).
36) Lease liabilities (current)
(euro/000) 30/06/2026 31/12/2025 Var.
Lease liabilities (current) 14,185 14,146 39
The liability is related to the Rights of use existing at the reference balance sheet dates.
The change can be detailed as follows:
(euro/000) 30/06/2026 31/12/2025 Var.
Lease liabilities (current) 14,146 12,633 1,513 Acquisition in business combination - 167 (167) Increase from subscribed contracts 105 188 (83) Reclassification non current liabilities 14,464 14,334 130 Lease interest expenses 2,150 4,607 (2,457) Payments (9,524) (17,689) 8,165 Termination/modification of contracts (7,156) (94) (7,062) Lease liabilities (current) 14,185 14,146 39
32) Provisions and other liabilities (current) Provisions and other liabilities solely includes payables whose maturity is within the following 12 months.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 53
(euro/000) 30/06/2026 31/12/2025 Var.
Social security liabilities (A) 6,072 6,115 (43) Associates companies liabilities (B) - - -
VAT payables 19,407 13,399 6,008 Short term Tax payables in installments 6,356 6,353 3 Withholding tax liabilities 641 594 47 Other tax liabilities 1,702 2,171 (469) Other payables to Tax authorities (C) 28,106 22,517 5,589 Payables to personnel 8,390 10,144 (1,754) Payables to customers 8,645 9,863 (1,218) Payables to others 998 927 71 Total other creditors (D) 18,033 20,934 (2,901) Accrued expenses and deferred income related to:
- Accrued expenses for insurance costs 205 320 (115)
- Other accrued expenses - - -
- Deferred income - advanced receivables 82 79 3
- Other deferred income 143 74 69 Accrued expenses and deferred income (E) 430 473 (43) Provisions and other liabilities (F=A+B+C+D+E) 52,641 50,039 2,602
Social security liabilities refer mainly to payables linked to wages and salaries paid in June and to social contributions accrued on deferred monthly payables, monetary incentives included.
VAT liabilities refer to the amount of VAT payable accrued in June and are attributable to the subsidiaries of the Subgroup Spain (11.9 million euro) and to the companies of the Subgroup Italy (7.5 million euro).
The item Tax payables in instalments refers to the portion due within 12 months from the reference date of this financial report, of the debt which arose following the signing of agreements with the Revenue Agency in the second quarter of 2023, by the parent company Esprinet S.p.A., which se ttled certain VAT disputes relating to the tax periods from 2013 to 2017.
Taxes payable for withholding taxes are represented by the tax deductions applied to the emoluments paid to professionals in June.
Other tax liabilities are mainly taxes withheld on wages and salaries to employees paid during the month of June.
Payables to personnel refer to deferred monthly compensation (holidays not taken, year -end bonus, monetary incentives included) accrued at the reference date of this financial report.
Payables to customers refer mainly to credit notes issued and not yet paid relating to current trading relationships.
Payables to others mainly include remunerations accrued by directors and fees accrued and not paid to the Group’s network of agents.
Accrued expenses and deferred income are income and/or expenses whose accrual date is deferred/anticipated compared with the cash collection/expenditure.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 54
51) Debts for investments in subsidiaries (current)
(euro/000) 30/06/2026 31/12/2025 Var.
Debts for investments in subsidiaries (current) 1,906 6,000 (4,094)
The item Debts for investments in subsidiaries (current) as at 30 June 2026 refers entirely to the residual consideration due to be paid within 12 months by the parent company Esprinet S.p.A. for the purchase, in October 2025, of all the shares of the company Vamat B.V. The change compared to 31 Decem ber 2025 relates to the payment of a previous instalment of consideration for the purchase of Vamat B.V. (3.5 million euro) and to the payment of the last instalment relating to the purchase in 2021 of the companies Dacom S.p.A. and idMAINT S.r.l.
5. Guarantees, commitments and potential risks Commitments and contingent risks The commitments and risks potentially facing the Group are as follows:
(euro/000) 30/06/2026 31/12/2025 Var.
Third -party assets on consignment to the Group 155,383 77,856 77,527 Bank guarantees issued in favour of other companies 19,516 20,630 (1,114) Total guarantees issued 174,899 98,486 76,413
Third -party assets This amount relates primarily to the value of goods owned by third parties and held in Esprinet S.p.A.’s warehouses. (123.8 million euro), of Esprinet Iberica S.L.U. (28.5 million euro) and of V -Valley Advanced Solutions España, S.A. (3.1 million euro).
Bank guarantees issued in favour of other companies The amount refers mainly to bank guarantees issued for deposits in relation to property lease agreements entered into in Italy, and bank suretyships issued to the Public Administration in order to participate in tenders for services or supplies.
6. Notes to income statement items
Having previously stated both the Group financial results and the sales by product family and customer type in the ‘ Interim Directors’ Report on Operations’ , sales and costs analyses of the period under review are reported as follows:
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 55
33) Sales
Sales by geographic area
The values shown, compliant with the accounting standards and representative of the ‘accrual’ criterion, differ with respect to the market shares, and the related changes over time, represented by the market research companies that instead refer to the sim ple date of issue of the tax documents.
Therefore, when comparing figures on a like -for-like basis with market research firms —and, in this specific case, with the research firm Context —the Group in Italy reported a 1% increase in sales in a retail market that grew by 4%; in Spain, it posted a 14 % increase compared to a market that grew by 12%, while in Portugal, sales rose by 40% compared to a market that grew by 20%.
Sales by products and services
(euro/million) H1
% H1
% % 2026 2025 Var.
Product sales 1,269.5 60.8% 1,250.8 64.8% 2% Services sales 4.8 0.2% 4.9 0.3% -2% Sales - Subgroup Italy 1,274.3 61.0% 1,255.7 65.0% 1% Product sales 810.1 38.8% 672.2 34.8% 21% Services sales 4.9 0.2% 3.6 0.2% 36% Sales - Subgroup Spain 815.0 39.0% 675.8 35.0% 21% Sales from contracts with customers 2,089.3 100.0% 1,931.5 100.0% 8%
Sales as 'Principal' or 'Agent' In accordance with the IFRS 15 accounting standard, the Esprinet Group has identified the distribution of the hardware and software products, the distribution of its own -brand products and the provision of non -intermediated services as the activities in wh ich its role requires it to represent the sales as ‘principal’. Conversely, the distribution of cloud software and the brokerage of services were detected as business lines to be disclosed as 'agent'. The following table illustrates this
distinction:
Italy 1,223.4 58.6% 1,219.6 63.1% 0% Spain 750.5 35.9% 626.2 32.4% 20% Portugal 51.3 2.5% 39.9 2.1% 29% Other EU countries 50.0 2.4% 32.7 1.7% 53% Extra EU countries 14.1 0.7% 13.1 0.7% 8% Sales from contracts with clients 2,089.3 100.0% 1,931.5 100.0% 8%%
Var.(euro/million)H1
2026%H1
2025%
Sales from contracts with customers as ‘principal’ 2,076.0 99.4% 1,919.6 99.4% 8% Sales from contracts with customers as ‘agent’ 13.3 0.6% 11.9 0.6% 12% Sales from contracts with customers 2,089.3 100.0% 1,931.5 100.0% 8%(euro/million)H1
2026%H1
2025% % Var.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 56 35) Gross profit
(euro/000) H1
% H1
% % 2026 2025 Var.
Sales from contracts with customers 2,089,286 100.0% 1,931,483 100.0% 8% Cost of sales 1,969,221 94.3% 1,821,661 94.3% 8% Gross profit 120,065 5.75% 109,822 5.69% 9%
Gross profit is 120.1 million euro, 9% up compared to the 109.8 million euro recorded in the first half of 2025 due to both higher sales achieved and the improvement of the percentage margin, which rose from 5.69% to 5.75%, also thanks to the greater incid ence of high -margin product categories.
As is common practice in the sectors where the Group operates, the cost of sales is adjusted downwards to take into account the premiums/rebates for the achievement of targets, development and co -marketing provisions, cash discounts (so -called ‘prompt paym ent discounts’) and other incentives. It is further reduced by the credit notes issued by vendors in relation to protection agreed for the value of stock.
Lastly, gross profit has been reduced by the difference between the amount of receivables transferred without recourse to factoring companies within the usual revolving programme and the amounts collected. In the half under review, the latter effect was qu antified at approximately 6.0 million euro (5.6 million euro in the corresponding period in the previous year).
37-38-39) Operating costs
(euro/000) H1
% H1
% % 2026 2025 Var.
Sales from contracts with customers 2,089,286 100.00% 1,931,483 100.00% 8% Sales and marketing costs 43,150 2.07% 41,583 2.15% 4% Overheads and administrative costs 59,359 2.84% 55,370 2.87% 7% Impairment loss/reversal of financial assets (213) -0.01% (5) 0.00% >100% Operating costs 102,296 4.90% 96,948 5.02% 6%
- of which non recurring 2,297 0.11% - 0.00% >100% 'Recurring' operating costs 99,999 4.79% 96,948 5.02% 3%
In the first half of 2026, operating costs amounted to 102.3 million euro, up by +6% compared to the same period of the previous year, but with an incidence on sales that decreased to 4.90% compared to 5.02% in the first half of 2025.
The increase in operating costs is due for 2.3 million euro to non -recurring charges incurred in the second quarter as part of the termination of relationships with the previous Chief Executive Officer of Esprinet S.p.A. and the Group and the reorganisatio n of the management structure of the various countries, and for 1.7 million euro to the extension of the scope of consolidation following the addition of the companies Vamat B.V. and Vamat Ltd. in October 2025.
Excluding these factors, the increase in operating costs is limited to the effects of the average inflationary dynamics recorded in the main countries in which the Group operates.
Reclassification by nature of some categories of operating costs For the purposes of providing more information, some categories of operating costs allocated by ‘function ’ have been reclassified by ‘ nature’.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 57 Amortisation, depreciation, write -downs and provisions
(euro/000) H1
% H1
% % 2026 2025 Var.
Sales from contracts with customers 2,089,286 100.00% 1,931,483 100.00% 8% Depreciation of property, plant and equipment 3,391 0.16% 3,557 0.18% -5% Amortisation of intangible assets 900 0.04% 971 0.05% -7% Depreciation of right -of-use assets 7,547 0.36% 7,736 0.40% -2% Amort . & depreciation 11,838 0.57% 12,264 0.63% -3% Accruals for risks and charges (B) 1,451 0.07% 272 0.01% >100% Amort. & depr., write -downs, accruals for risks (C=A+B) 13,289 0.64% 12,536 0.65% 6%
Labour costs and number of employees The ‘labour cost ’ analysis for the period under review is detailed as follows:
(1) Cost of temporary workers excluded.
As of 30 June 2026, labour costs amounted to 55.0 million euro, an increase of +7% compared to the first half of 2025. This increase is higher, in percentage terms, compared to the +3% change in the average number of resources employed in the half year com pared to the same period of the previous year, as it includes 1.0 million euro in personnel costs for the companies Vamat B.V. and Vamat Ltd, acquired and consolidated from 1 October 2025, and the periodic increases provided for in the national collective agreements.
The change in the number of Group employees, also broken down by contractual qualification, is shown in the table below:
(euro/000) H1 2026 % H1 2025 % % Var.
Sales from contracts with customers 2,089,286 1,931,485 8% Wages and salaries 39,651 1.90% 36,877 1.91% 8% Social contributions 12,215 0.58% 11,344 0.59% 8% Pension obligations 1,584 0.08% 1,615 0.08% -2% Other personnel costs 996 0.05% 946 0.05% 5% Employee termination incentives 533 0.03% 531 0.03% 0% Share incentive plans 23 0.00% 77 0.00% -70% Total labour costs (1)55,002 2.63% 51,390 2.66% 7%
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 58
Executives Clerks and
middle
manager Workers Total Average*
Esprinet S.p.A. 20 673 - 693 Bludis S.r.l. 1 46 - 47 Dacom S.p.A. - - - -
idMAINT S.r.l. - 15 - 15 Erredi Deutschland GmbH - - - -
Erredi France SARL - - - -
Sifar Group S.r.l. 2 16 8 26 Vamat B.V - 21 - 21 Vamat Ltd - 3 - 3 V-Valley S.r.l. 2 225 - 227 Zeliatech S.r.l. 1 36 - 37 Subgroup Italy 26 1,035 8 1,069 1,059 Esprinet Iberica S.L.U. - 435 60 495 Esprinet Portugal Lda - 61 - 61 Lidera Network S.L. - 25 - 25 Optima Logistics S.L.U. - - - -
V-Valley Advanced Solutions España, S.A. - 209 - 209 V-Valley Advanced Solutions Portugal, Unipessoal, Lda - - - -
V-Valley Africa SARLAU - 21 - 21 Subgroup Spain - 751 60 811 795
Group as at 30 June 2026 26 1,786 68 1,880 1,854
Group as at 31 December 2025 26 1,732 68 1,826 1,822 Var 30/06/2026 - 31/12/2025 - 54 - 54 32 Var % 0% 3% 0% 3% 2%
Group as at 30 June 2025 26 1,700 72 1,798 1,803 Var 30/06/2026 - 30/06/2025 - 86 (4) 82 51 Var % 0% 5% -6% 5% 3%
(*) Equal to the average of the balance at period -beginning and period -end.
Share incentive plans On 27 May 2024, the rights to free assignment of the ordinary shares of Esprinet S.p.A. provided for in the new ‘Long -Term Incentive Plan’, valid for the 2024 -2026 three -year period and approved by the Shareholders' Meeting of Esprinet S.p.A. on 24 April 2 024, were assigned.
The ordinary shares covered by this Remuneration Plan, equal to 690,000 securities, are already available to the Company.
The Plan was accounted for at fair value, determined by applying the ‘Black -Scholes’ model and, in relation to the market conditions considered in the estimation of the share performances in the vesting period, both individually and with respect to the per formances of the panel of securities selected, through the ‘Montecarlo’ simulation model, taking account of the dividend yield, of the volatility of the Esprinet share, of the risk -free interest rate level envisaged at the respective rights assignment date .
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 59 The main elements of information and parameters used for the purposes of valuing the free allotment rights of the shares for the aforementioned Compensation Plan are summarised in the following table.
(euro/000)LTIP 2024-
2026
objectives
Economic.-
FinancialLTIP 2024-
2026
objectives
Individual Stock
PerformanceLTIP 2024-
2026
objectives
Relative Stock
Performance
Allocation date 27/05/2024 27/05/2024 27/05/2024 Vesting date 30/04/2027 30/04/2027 30/04/2027 Expiry date 30/06/2027 30/06/2027 30/06/2027 Total number of stock grant allocated 414,000 138,000 138,000 Total number of stock grant allowed 21,000 (1) 28,000 (1) - (1) No. of shares delivered - - -
Unit fair value (euro) 3.63 2.03 2.04 Total fair value (euro) 81,876 (2) 143,990 (2) 104,565 (2) Rights subject to look-up (2 years) 35.0% 35.0% 35.0% Duration lock-up 2 years 2 years 2 years Risk free interest rate 3.2% (3) 3.2% (3) 3.2% (3) Implied volatily 40.1%(4)40.1%(4)40.1%(4) Duration (years)3 3 3 Spot price 4.83 (5) 4.83 (5) 4.83 (5) "Dividend yield" variable (6) variable (6) variable (6)
(1) Decrease due to estimates regarding (i) the achievement of performance targets and (ii) the exercisability of the right s on the vesting date as a result of agreements reached with the beneficiaries.
(2) Including the value of non -exercisable rights measured up to the estimated exercisability date (3) Linear interpolation, based on the actual duration of the LTIP, of the 6M/360 Euribor rate curve at the grant date (4) 2 -year volatility calculated on the basis of the official closing prices of the Esprinet share in the three -year period preceding the grant date (5) Official price of Esprinet shares at grant date (6) Calculated considering the annual dividend estimated in the vesting period
The total costs charged to the income statement in the first half of 2026 in relation to the Share incentive plans, with a contra -entry in the item 'Reserves' in the statement of financial position, came to 23 thousand euro for employees and zero for directors (72 thousand euro and 282 thousand euro, respectively, in the first half of 2025) as a result of the reduction, in the last quarter of the previous year, in the number of rights estimated to be exercisable at the end of the vesting period.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 60
42) Finance costs - net
(euro/000) H1
% H1
% % 2026 2025 Var.
Sales from contracts with customers 2,089,286 100.00% 1,931,483 100.00% 8% Interest expenses on borrowings 1,984 0.09% 1,029 0.05% 93% Interest expenses to banks 3,811 0.18% 4,668 0.24% -18% Other interest expenses 461 0.02% 307 0.02% 50% Upfront fees amortisation 253 0.01% 229 0.01% 10% Financial charges for actualization 14 0.00% 10 0.00% 40% IAS 19 expenses/losses 89 0.00% 85 0.00% 5% IFRS financial lease interest expenses 2,150 0.10% 2,342 0.12% -8% Total financial expenses (A) 8,762 0.42% 8,670 0.45% 1% Interest income from banks (173) -0.01% (294) -0.02% -41% Interest income from others (153) -0.01% (80) 0.00% 91% Derivatives ineffectiveness (51) 0.00% - 0.00% 100% Total financial income(B) (377) -0.02% (374) -0.02% 1% Net financial exp. (C=A+B) 8,385 0.40% 8,296 0.43% 1% Foreign exchange gains (719) -0.03% (4,160) -0.22% -83% Foreign exchange losses 2,595 0.12% 1,693 0.09% 53% Net foreign exch. (profit)/losses (D) 1,876 0.09% (2,467) -0.13% <-100% Net financial (income)/costs (E=C+D) 10,261 0.49% 5,829 0.30% 76%
The total balance between finance costs, negative for 10.3 million euro, worsened by 4.4 million euro (+76%) compared to the corresponding half -year of 2025. The change is primarily attributable to currency translation effects, which —due to the euro’s weak performance against the U.S. dollar — resulted in a net loss of 1.9 million euros, compared with a net gain of 2.5 million euros recorded in the first half of 2025.
45) Income tax expenses
(euro/000) H1
% H1
% % 2026 2025 Var.
Sales from contracts with customers 2,089,286 100.00% 1,931,483 100.00% 8% Current and deferred taxes 2,753 0.13% 3,637 0.19% -24% Result before taxes 7,508 0.36% 7,045 0.36% 7% Tax rate 37% 0.00% 52% 0.00% -29%
The estimated income taxes for the first half of 2026 amount to 2.8 million euro, down 24% compared to the corresponding period in 2025 and with a tax rate realigned to more usual rates. Although the tax rate remained at normal levels in the individual Gro up entities, it was higher at the consolidated level due to the offsetting of qualitatively differentiated and quantitatively positive and negative tax bases, the latter attributable to certain companies in the Italy subgroup. The greater or lesser impact on the overall pre -tax result of non -positive tax bases determines the greater or lesser misalignment with respect to the average nominal tax rate.
From 1 January 2024, so -called ‘Pillar Two Model’, set forth in EU Directive no. 2523 of 14 December 2022, has been implemented and transposed in Italy with Italian Legislative Decree no. 209 of 27 December 2023 (‘Decree’), aimed at putting a limit on tax competition by introducing a global
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 61 minimum tax at 15% in each jurisdiction in which large multinationals operate. This regulation can be applied to the Esprinet Group as Multinational Company exceeding the threshold sale of 750 million euro in two of the four previous fiscal years – having Esprinet S.p.A. as holding (Ultimate Parent Entity – UPE).
In this regard, in accordance with the disclosure requirements of IAS 12, the Group has performed an assessment - with data basis as at 31 December 2025 - in order to identify the scope of application of the ‘Pillar Two ’ regulations, as well as the potential impacts resulting from the application of the regulations in the various Countries in which it operates, considering the ‘Transitional Safe Harbours’ (‘TSH’).
In reference to the 2025 data, the TSH have been exceeded for every entity within the Group.
The applicability of the ‘TSHs’ was also assessed on the basis of the information available as at 30 June 2026, considering the ‘aggregate data’ of the entities that are part of the Esprinet Group for each country in which it operates.
Based on the assessments carried out, it is believed that the combined application of the ‘TSHs’ and the ‘Pillar Two’ rules does not result in any exposure relating to the Top -Up-Tax for the Group in the first half of 2026.
The above considerations are based on a forward -looking assessment of the tax charge, determined in light of the data and information currently available and on the basis of a simplified approach.
46) Net income and earnings per share
(euro/000) H1 H1
Var. %
2026 2025 Var.
Net result attributable to Group 4,755 3,408 1,347 40% Weighed average no. of shares in circulation: basic 49,442,502 49,442,502 Weighed average no. of shares in circulation: diluted 49,483,827 49,840,569 Earnings per share in euro - basic 0.10 0.07 0.03 43% Earnings per share in euro - diluted 0.10 0.07 0.03 43%
For the purposes of calculating ‘basic’ earnings per share, the 974,915 own shares on hand were excluded (the same number of shares as at 31 December 2025).
For the purposes of calculating the ‘diluted’ earnings per share, the 49,000 own shares on hand were considered, potentially serving the 2024 -2026 Share Incentive Plan approved on 24 April 2024 by the Shareholders’ Meeting of Esprinet S.p.A. The number of shares during the 2025 financial year was reduced compared to the initial amount of 690,000 securities, based on estimates of the level of achievement of the performance targets set in the Long -Term Compensation Plan and the vesting conditions applicable a t the vesting date for agreements entered into with the beneficiaries.
7. Other significant information 7.1 Cash flow analysis in the period As shown in the following table, due to the trends in cash flows development reported in the Consolidated statement of cash flows , as at 30 June 2026, the Esprinet Group recorded a negative net financial indebtedness of 325.5 million euro, compared with negative 327.5 million euro as at 30 June 2025.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 62
(euro/000) H12026 H12025 Net financial debt at year -beginning 43,808 36,238
Cash flow provided by (used in) operating activities (263,172) (263,820) Cash flow provided by (used in) investing activities (4,129) (1,658) Cash flow provided by (used in) changes in net equity (17,305) (19,755) Total cash flow (284,606) (285,233) Unpaid interests (1,734) (3,224) Unpaid leasing interests (342) (384) Lease liabilities posting 5,007 (2,395) Net financial debt at year -end 325,483 327,474
Short -term financial liabilities 242,087 323,032 Lease liabilities 14,185 13,764 Customers financial receivables (7,994) (9,280) Financial assets held for trading (251) (143) Financial receivables from factoring companies (1,227) (1,043) Current Debts for investments in subsidiaries 1,906 600 Cash and cash equivalents (111,950) (178,864) Net current financial debt 136,756 148,066
Borrowings 80,599 53,144 Lease liabilities 108,128 126,264 Net financial debt at year -end 325,483 327,474
7.2 Net financial indebtedness and loans covenants As set forth in ‘Warning notice no. 5/21 ’ issued by CONSOB on 29 April 2021, the following table provides information relating to the ‘financial indebtedness ’ (or also ‘net financial position ’) determined in substantial compliance with the criteria indicated by the European Securities and Markets Authority ( ‘ESMA’) in the document called ‘Guidelines on disclosure obligations ’ of 4 March 2021.
With reference to the same table, it should be underlined that financial indebtedness, measured according to the ESMA criteria, coincides with the notion of ‘Net financial payables’ for the Group.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 63
(euro/000) 30/06/2026 31/12/2025 30/06/2025 A. Bank deposits and cash on hand 111,950 230,562 178,864 B. Cheques - - -
C. Other current financial assets 9,471 9,632 10,466 D. Liquidity (A+B+C) 121,421 240,194 189,330
E. Current financial debt 220,834 49,722 294,616 F. Current portion of non current debt 37,343 38,821 42,780 G. Current financial indebtedness (E+F) 258,177 88,543 337,396 H. Net current financial indebtedness (G -D) 136,756 (151,651) 148,066 I. Non -current financial debt 188,727 195,459 179,408 J. Debt instruments - - -
K. Trade payables and other non -current payables - - -
L. Non -current financial indebtedness (I+J+K) 188,727 195,459 179,408 M. Net financial indebtedness (H+L) 325,483 43,808 327,474 Breakdown of net financial indebtedness:
Short -term financial liabilities 242,087 68,397 323,032 Lease liabilities 14,185 14,146 13,764 Current debts for investments in subsidiaries 1,906 6,000 600 Financial assets held for trading (251) (213) (143) Other current financial receivables (7,994) (8,834) (9,280) Financial receivables from factoring companies (1,227) (585) (1,043) Cash and cash equivalents (111,950) (230,562) (178,864) Net current financial debt 136,756 (151,651) 148,066 Borrowings 80,599 74,911 53,144 Lease liabilities 108,128 120,548 126,264 Net financial debt 325,483 43,808 327,474
The Group's net financial position, negative for 325.5 million euro, corresponds to a net balance of gross financial liabilities of 322.7 million euro, debts for investments in subsidiaries of 1.9 million euro, financial receivables of 9.2 million euro, financial lease liabilities of 122.3 million euro, financial assets of 0.3 million euro and cash and cash equivalents equal to 111.9 million euro.
Cash and cash equivalents consist mainly of free and unrestricted bank deposits of a transitional nature as they are formed temporarily at the end of the month as a result of the Group's distinctive financial cycle.
A feature of this cycle is the high concentration of funds received from customers and factoring companies – the latter in the form of net income from the non -recourse assignment of trade receivables – normally received at the end of each calendar month, w hile payments to suppliers, also tending to be concentrated at the end of the period, are usually spread more equally throughout the month. For this reason, the spot figure at the end of a period does not represent the net financial indebtedness or the ave rage treasury resources for the same period.
The non -recourse receivable assignment revolving programme focusing on selected customer segments, especially in the large -scale retail sector, ‘GDO’, continued during the first half of 2026 in both Italy and Spain as part of the processes aimed at the structural optimisation of the management of working capital. In addition to this, the securitisation programme, launched in Italy in July 2015, and ren ewed every three years without interruption with the last renewal in July 2024, of additional trade receivables also continued during the period. Since the aforementioned programmes realise the complete transfer of risks and benefits to the assignees, the assigned
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 64 receivables are eliminated from the balance sheet assets in accordance with IFRS 9. The overall effect on the level of net financial debt as of 30 June 2025 is quantifiable at approximately 401.6 million euro (approximately 488.7 million euro as of 31 Dece mber 2025 and 347.7 million euro as of 30 June 2025).
With regard to medium/long -term financial liabilities, the table below shows, separately for each lender, the principal amount of loans due within and beyond the next financial year, broken down into 'Italian Subgroup' and 'Iberian Subgroup'. It should be noted that the amounts shown may differ from the individual carrying amounts because the latter are representative of the amortised cost calculated by applying the effective interest rate method.
(euro/000) 30/06/2026 31/12/2025 Var.
Curr. Non curr. Tot. Curr. Non curr. Tot. Curr. Non curr. Tot.
Pool loan ( Agent: BNL) 7,500 18,750 26,250 7,500 22,500 30,000 - (3,750) (3,750) Banco Desio 2,581 5,419 8,000 - - - 2,581 5,419 8,000 BCC Carate 3,165 7,177 10,342 4,397 8,134 12,531 (1,232) (957) (2,189) Cassa Depositi e Prestiti 5,000 12,500 17,500 - - - 5,000 12,500 17,500 BPER Banca 5,792 3,288 9,080 8,309 4,875 13,184 (2,517) (1,587) (4,104) Dell Financial Services 1,030 1,607 2,637 1,013 2,126 3,139 17 (519) (502)
Total Subgroup Italy 25,068 48,741 73,809 21,219 37,635 58,854 3,849 11,106 14,955
Banco Sabadell 129 - 129 1,285 - 1,285 (1,156) - (1,156) Caja Rural de Aragon 958 3,573 4,531 945 4,055 5,000 13 (482) (469) Unicaja 974 3,077 4,051 961 3,568 4,529 13 (491) (478) Ibercaja 2,244 4,972 7,216 1,615 6,102 7,717 629 (1,130) (501) Bankinter 509 - 509 1,513 - 1,513 (1,004) - (1,004) La Caixa 626 - 626 2,531 - 2,531 (1,905) - (1,905) Kutxabank 621 802 1,423 612 1,115 1,727 9 (313) (304) Cajamar 6,000 19,500 25,500 6,000 22,500 28,500 - (3,000) (3,000)
BBVA 107 - 107 1,391 - 1,391 (1,284) - (1,284)
Santander 107 - 107 749 - 749 (642) - (642) Total Subgroup Iberica 12,275 31,924 44,199 17,602 37,340 54,942 (5,327) (5,416) (10,743)
Total Group 37,343 80,665 118,008 38,821 74,975 113,796 (1,478) 5,690 4,212
The table below shows the carrying amounts in principal of the loans reported above, which include those guaranteed by the Spanish State through the Instituto de Crédito Oficial ( ‘ICO’) as part of the measures adopted by the Spanish Government to help businesses tackle COVID -19.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 65
(euro/000) 30/06/2026 31/12/2025 Unsecured loan (agent: BCC Carate) to Esprinet S.p.A.
repayable in six-monthly instalments by December 20261.267 2.531 Unsecured loan (agent: BCC Carate) to Esprinet S.p.A.
repayable in six-monthly instalments by December 20309.075 10.000 Unsecured pool loan (agent: BNL) to Esprinet S.p.A.
repayable in six-monthly instalments by December 202926.250 30.000 Unsecured loan (agent: BPER Banca) to Esprinet S.p.A.
repayable in six-monthly instalments by December 20262.655 5.245 Unsecured loan (agent: BPER Banca) to Esprinet S.pA repayable in six-monthly instalments by June 20286.425 7.939 Unsecured loan (agent: Cassa Depositi e Prestiti S.p.A.) to Esprinet S.p.A. repayable in quarterly instalments by December 202917.500 -
Unsecured loan (agent: Dell Financial Services) to Esprinet S.p.A. repayable in quaterly instalments by October 20281.567 1.865 Unsecured loan (agent: Dell Financial Services) to Esprinet S.p.A. repayable in quaterly instalments by October 20281.070 1.274 Unsecured loan (agent: Banco Desio) to V-Valley S.r.l. repayable in six-
monthly instalments by April 20298.000 -
Unsecured loan (agent: Ibercaja) to Esprinet Iberica repayable in six-monthly instalments by June 20305.000 5.000 Unsecured loan (agent: Cajamar) to Esprinet Iberica repayable in quarterly instalments by July 203025.500 28.500 Unsecured loan (agent: Unicaja) to Esprinet Iberica repayable in quarterly instalments by June 20304.051 4.529 Unsecured loan (agent: Caja Rural de Aragon) to Esprinet Iberica repayable in quarterly instalments by December 20304.531 5.000 Unsecured loan (agent: Ibercaja) to Esprinet Iberica repayable in monthly instalments by July 20282.216 2.717 Unsecured loan (agent: Banco Kutxabanka) to Esprinet Iberica repayable in quarterly instalments by July 2028 1.423 1.727 Secured loan "ICO" (agent: Banco Sabadell) to Esprinet Iberica repayable in monthly instalments by June 2026- 387 Secured loan "ICO" (agent: La Caixa) to Esprinet Iberica repayable in monthly instalments by June 2026- 642 Secured loan "ICO" (agent: BBVA) to Esprinet Iberica repayable in monthly instalments by June 2026- 644 Secured loan "ICO" (agent: La Caixa) to Esprinet Iberica repayable in six-monthly instalments by July 2026313 625 Secured loan "ICO" (agent: Bankinter) to Esprinet Iberica repayable in quarterly instalments by July 2026288 856 Unsecured loan (agent: Banco Sabadell) to Esprinet Iberica repayable in monthly instalments by July 2026 129 898 Secured loan "ICO" (agent: La Caixa) to Esprinet Iberica repayable in monthly instalments by June 2026 - 639 Secured loan "ICO" (agent: Bankinter) to Esprinet Iberica repayable in quaterly instalments by July 2026 221 657 Secured loan "ICO" (agent: Banco Santander) to Esprinet Iberica repayable in monthly instalments by July 2026 107 749 Secured loan "ICO" (agent: BBVA) to Esprinet Iberica repayable in monthly instalments by July 2026 107 747 Secured loan "ICO" (agent: La Caixa) to Esprinet Iberica repayable in six-monthly instalments by July 2026 313 625 Total book value 118.008 113.796
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 66 The change compared with the closing date of the previous year, as shown in the details provided in the table above, is the combined effect of the repayments made and the new loans granted during the period, the latter both ‘amortising’ and at a floating r ate.
Some of the medium/long -term loans listed above are secured by typical economic -financial covenant structures for transactions of said kind, that contain standard acceleration clauses for reimbursements in the event they are not respected.
An unsecured ‘amortising’ 5 -year loan, granted to the subsidiary Esprinet Iberica S.L.U., maturing in July 2028, for a total value of 1.4 million euro in principal as at 30 June 2026, requires the annual compliance with a given ratio between (i) the net fi nancial position to EBITDA and (ii) the net financial position to equity.
The 5 -year amortising unsecured loan provided to Esprinet S.p.A. by the pool composed of Banca Nazionale del Lavoro and Banca Monte dei Paschi di Siena, maturing in December 2029, for a total value of 26.3 million euro in principal as at 30 June 2026, and the loan granted to Esprinet S.p.A. by Cassa Depositi e Prestiti, which is also unsecured, with a 5 -year amortisation period, maturing in December 2029 and with a total principal amount of 17.5 million euro as at 30 June 2026, are both subject to the follo wing financial covenants, to be verified half -yearly against the figures in the audited consolidated financial statements:
• ratio of net financial position to EBITDA (only to be verified annually);
• ratio of extended net financial position to equity;
• ratio of EBITDA to net finance costs;
• absolute amount of gross financial position.
In addition to its medium/long -term loans, the Group has a back -up facility consisting of a short -
term, unsecured Revolving Credit Facility (RCF), committed for a period of three years, for a maximum amount of 167.0 million euro. The RCF was taken out by E sprinet S.p.A. on 29 August 2025 with a pool of leading domestic and international banks consisting of Banca Nazionale del Lavoro, Banco BPM, Intesa Sanpaolo, Unicredit, Banca Monte dei Paschi di Siena, CaixaBank, Crédit Agricole Italia, with Intesa Sanpao lo as the agent bank. The credit facility, which had not been utilised as at 31 December 2025 but of which 70.0 million euro had been drawn down as at 30 June 2026, is subject to the same financial covenants and review schedule as those set out for the two aforementioned loans disbursed by the syndicate comprising Banca Nazionale del Lavoro, Monte dei Paschi di Siena and Cassa Depositi e Prestiti.
As at 30 June 2026, all covenants to which the loans are subject, including the Revolving Credit Facility, according to management estimates (as the same must be verified in the consolidated financial statements certified by the independent auditors), were respected.
The various medium/long -term loan agreements, including those that do not make provision for financial covenants and the above -mentioned Revolving Credit Facility, also contain the usual ‘negative pledge ’, ‘pari passu ’ and similar clauses that, at the date of drafting of this report, were respected.
7.3 Relationships with related entities The details of the number and type of operations with related parties, the total value of which however is insignificant in relation to the overall volume of the Group’s business operations, can be found under ‘Relationships with related parties’ to which reference should be made.
7.4 Non -recurring significant events and transaction s
During the first half of 2026, the following non -recurring item was identified:
- 2.3 million euro relating to the costs incurred in connection with the termination of the relationship with the previous Chief Executive Officer of Esprinet S.p.A. and the Group and
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 67 the reorganisation, in the various countries, of the management structure.
In the first half of 2025, no non -recurring items had been identified.
(euro/000) Non - Recurring Charge Type H1
2026 H1
2025 Var.
Overheads and administrative costs Employee termination incentives (2,297) - (2,297) Total SG&A Total SG&A (2,297) - (2,297) Operating result (EBIT) Operating result (EBIT) (2,297) - (2,297) Result before income taxes Result before income taxes (2,297) - (2,297) Income tax expenses Non -recurring events impact 552 - 552 Net result Net result (1,745) - (1,745)
7.5 Seasonal nature of business The table below highlights the impact of sales per calendar quarter in the two -year period 2025 -
2024:
2025 2024
Group Italy Iberica Group Italy Iberica Sales Q1 22.4% 24.1% 19.8% 22.4% 24.1% 19.4% Sales Q2 22.6% 23.9% 20.5% 22.3% 23.3% 20.7% Sales H1 45.0% 48.1% 40.2% 44.7% 47.4% 40.1% Sales Q3 22.4% 21.4% 23.9% 22.5% 21.5% 24.2% Sales Q4 32.6% 30.5% 35.9% 32.8% 31.1% 35.7% Sales H2 55.0% 51.9% 59.8% 55.3% 52.7% 59.9% Sales for the year 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
The IT and consumer electronic markets both in Italy and in Spain are traditionally characterised by highly seasonal sales, which involve an increase in demand in the fourth quarter of the calendar year.
The latter is characterised, for the ‘consumer ’ segment, by the concentration of purchases in the Christmas period, in the so -called ‘Black Friday ’ and at the time of the so -called ‘back -to-school’ seasons and, for the ‘business ’ segment, by the spending dynamics of budgets dedicated to IT investments, which are statistically concentrated around the months of November and December.
The seasonal nature of IT and electronics sales has an influence both on the business volumes of the distribution industry and, consequently, on the sales volumes of the Esprinet Group.
The trend described for the winter period is contrasted by a drop in demand in the summer months, particularly in August, although in the business sector this trend appears more contained due to the ever -decreasing tendency to suspend work during the summe r months and the need for continuous adaptation of IT security systems.
In addition to the above, operating results are also seasonal, but even more so than those of sales since the absolute profit margin levels track the seasonal nature of sales, while overheads tend to be more regular during the year.
The seasonal nature of sales described above is also reflected in the levels of financial indebtedness, which are particularly dependent on working capital needs.
As regards the level of borrowings, this fluctuates dramatically not only throughout the calendar year but also during each month, due for the most part to the concentration of payments received from
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 68 customers at the end and middle of each month, while the maturities of payments to suppliers are distributed more evenly over the month.
This last figure resulting at the end of the period, or at the end of each month, is not particularly representative of the average net financial indebtedness customarily observable during the same period.
The circumstances described above give rise to higher financial and commercial risk levels for the Group compared with businesses, which are less subject to seasonal fluctuations.
7.6 Financial instruments pursuant to IFRS 9: risk classes and fair value The following table illustrates together the financial instrument items in the statement of financial position and the financial assets and liabilities categories in accordance with accounting standard
IFRS 9:
Assets 30/06/2026 31/12/2025
(euro/000)Carrying
amountFinancial
assets FVTPL
(1)Financial assets
amortized costOut of
scope
IFRS 9Carrying
amountFinancial
assets FVTPL
(1)Financial assets
amortized costOut of
scope
IFRS 9
Guarantee deposits 2,396 2,396 2,454 2,454 Receivables from others 9,390 9,390 9,527 9,527 Rec.and other non-curr. Assets 11,786 9,390 2,396 - 11,981 9,527 2,454 -
Non-current assets 11,786 9,390 2,396 - 11,981 9,527 2,454 -
Trade receivables 642,450 163,050 479,400 828,821 197,464 631,357 Receivables from factors 1,227 1,227 585 585 Customer financial receivables 7,994 7,994 8,834 8,834 Other tax receivables 47,655 47,655 51,622 51,622 Receivables from suppliers 14,017 14,017 15,781 15,781 Receivables from insurances 1,742 1,742 1,927 1,927 Receivables from employees 2 2 3 3 Receivables from others 837 837 930 930 Pre-payments 7,248 7,248 7,058 7,058 Rec.and other curr. Assets 80,722 25,819 54,903 86,740 28,060 58,680 Financial assets held for trading 251 251 213 213 Cash and cash equivalents 111,950 111,950 230,562 230,562 Current assets 835,373 163,301 617,169 54,903 1,146,336 197,677 889,979 58,680 Liabilities 30/06/2026 31/12/2025
(euro/000)Carrying
amountFinancial
liabilities
FVTPL (1)Financial
liabilities
amortized costOut of
scope
IFRS 9Carrying
amountFinancial
liabilities
FVTPL (1)Financial
liabilities
amortized costOut of
scope
IFRS 9
Borrowings 80,599 80,599 74,911 74,911 Lease liabilities 108,128 108,128 120,548 120,548 Provisions of pensions 1,775 1,775 1,719 1,719 Other provisions 1,504 1,504 516 516 Long term tax payable in instalments4,974 4,974 8,141 8,141 Cash incentive liabilities 157 157 237 237 Provis. and other non-curr. Liab 8,410 157 8,253 10,613 237 10,376 Non-current liabilities 197,137 - 188,884 8,253 206,072 - 195,696 10,376 Trade payables 957,342 957,342 1,330,435 1,330,435 Short-term financial liabilities 242,087 242,087 68,397 68,397 Lease liabilities 14,185 14,185 14,146 14,146 Debts for investments in subsidiaries1,906 1,906 6,000 6,000 Social security liabilities 6,072 6,072 6,115 6,115 Other tax liabilities 28,106 28,106 22,517 22,517 Payables to others 18,033 18,033 20,934 20,934 Accrued expenses 205 205 320 320 Deferred income 225 225 153 153 Provisions and other liabilities 52,641 - 24,310 28,331 50,039 - 27,369 22,670 Current liabilities 1,268,161 - 1,239,830 28,331 1,469,017 - 1,446,347 22,670
(1) ‘Fair Value Through Profit and Loss’ (FVTPL): includes derivative instruments at fair value recognised in the income statement .
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 69 For further details about the contents of individual balance sheet items please see the analyses provided in the specific sections in the section ‘ Notes to statement of financial position items ’. The fair value measurement of financial assets and liabilities reported in the financial statements as provided for by IFRS 9 and as governed by IFRS 7 and IFRS 13, grouped by classes of risk, and the methods and the assumptions applied in their determi nation, are as follows:
Assets 30/06/2026 31/12/2025 Fair value Fair value
Trade
receiv.Financial
receiv.Receiv.
from
othersReceiv.
from
insuran
ceReceiv.
From
employ
eesTrade
receiv.Financial
receiv.Receiv.
from
othersReceiv.
from
insuran
ceReceiv.
From
employ
ees Guarantee deposits 2,396 - 2,250 2,454 - 2,329 Receivables from others 9,390 9,390 9,527 9,527 Rec.and other non-curr. Assets 11,786 - -11,640 - - 11,981 - -11,856 - -
Non - current assets 11,786 - -11,640 - - 11,981 - -11,856 - -
Trade receivables 642,450 642,450 828,821 828,821 Receiv. from factors 1,227 1,227 585 585 Customer financial receivables 7,994 7,994 8,834 8,834 Receiv. from suppliers 14,017 14,017 15,781 15,781 Receiv. from insurances 1,742 1,742 1,927 1,927 Receiv. from employees 2 2 3 3 Receiv. from others 837 837 930 930 Rec.and other curr. Assets 25,819 - 9,221 14,854 1,742 2 28,060 - 9,419 16,711 1,927 3 Financial assets held for trading 251 251 213 213 Cash and cash equivalents 111,950 111,950 230,562 230,562 Current assets 780,470 642,450 121,422 14,854 1,742 2 1,087,656 828,821 240,194 16,711 1,927 3Carrying
amountCarrying
amount(euro/000)
Liabilities 30/06/2026 31/12/2025 Fair value Fair value
Trade
payablesFinancial
payablesFVTPL
derivateOther
payable
sTrade
payablesFinancial
payablesFVTPL
derivateOther
payable
s Borrowings 80,599 72,332 74,911 67,520 Cash incentive liabilities 157 157 237 237 Provis. and other non-curr. Liab. 157 - - - 157 237 - - - 237 Non-current liabilities 80,756 - 72,332 - 157 75,148 - 67,520 - 237 Trade payables 957,342 957,342 1,330,435 1,330,435 Short-term financial liabilities 242,087 243,571 68,397 70,274 Debts for investments in subsidiaries 1,906 1,871 6,000 5,943 Social security liabilities 6,072 6,072 6,115 6,115 Payables to others 18,033 18,033 20,934 20,934 Accrued expenses 205 205 320 320 Provis. and other Liab. 24,310 24,310 27,369 27,369 Current liabilities 1,225,645 957,342 245,442 - 24,310 1,432,201 1,330,435 76,217 -27,369Carrying
amountCarrying
amount(euro/000)
IFRS 13 identifies a hierarchy of assessment techniques based on three levels:
• Level 1: the data used in the assessments is represented by prices quoted on markets where assets and liabilities identical to those being assessed are traded;
• Level 2: the data used in the assessments, other than listed prices referred to in Level 1, are observable for the financial asset or liability, both directly (prices) and indirectly (derived from
prices);
• Level 3: non -observable data; where observable data is not available and, therefore, there is little or no market activity for the assets and liabilities being assessed.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 70 Assets and liabilities recorded in the financial statements at fair value, as specified in greater detail below, corresponds to a level 2 in the hierarchy with the exception of ‘Financial assets held for trading’, which correspond to a level 1, and ‘Trade receivables ’ (portion not measured at amortised cost), and ‘Other (non -current) receivables ’, which corresponds to level 3.
Given their short -term maturity, the gross carrying value of current assets and liabilities (excluding items specially measured) is deemed a reasonable approximation of their fair value.
The fair value of non -current assets and financial payables was estimated by discounting expected future cash flows from principal and interest, according to the terms and the maturity dates of each agreement, and using the interest curve at the balance sh eet date, as adjusted for the effects of DVA (Debit Value Adjustment) and the CVA (Credit Value Adjustment).
The interest rates used are the ‘Forward’ and ‘Spot’ Curves as at 30 June 2026 and 31 December 2025, each for their respective reference date, as published by financial providers, the ‘Spot’ curve plus any spread provided for by the contractual clauses (su ch spread was not taken into account in applying the market interest curve for discounting cash flows). Since all inputs entered in the valuation model were based on observable market data instruments are classified at hierarchy level 2.
As shown in the preceding tables, no reclassifications among hierarchic levels were made. Please refer to the paragraph ‘Derivatives analysis’ for more information relating to existing derivative instruments.
Adjustments to the value of financial assets, estimated following a precise assessment of the solvency of each debtor and, at mass level, of the estimates of Expected Credit Losses recorded on existing loans and receivables at the annual or interim reporti ng date, were shown under the item 'Impairment loss/reversal of financial assets' in the Separate income statement. These adjustments totalled 0.2 million euros in the first half of 2026 (5,000 euros in the first half of 2025).
7.7 Hedging derivatives analysis
Introduction
The Esprinet Group enters into derivative contracts in order to hedge certain loan agreements against fluctuating interest rates by means of a cash flow hedging strategy.
The aim of these transactions hedging against interest rate risk is to fix the funding cost of medium/long -term floating -rate loans by entering into derivative contracts enabling receipt of a floating rate in return for payment of a fixed rate.
Hedging operations are therefore reported in the financial statements according to the instructions of the IFRS 9 accounting principle regarding ‘hedge accounting’ and in order to verify the hedge effectiveness, the Group periodically carries out effective ness tests.
Derivative instruments as at the closing date of 30 June 2026 At the end of the first half of 2026, the Group did not have any hedging derivatives in place.
Derivative instruments extinguished as at the closing date of 30 June 2026 At the end of the first half of 2026, the Group did not extinguish any hedging derivatives.
7.8 Non -hedging derivatives analysis During the period, as well as at 31 December 2025, the Group does not have any non -hedging derivative instruments in place.
7.9 Subsequent events
Relevant events occurred after period end are described in the paragraph ‘Subsequent events’ of the Interim Directors’ Report on Operations, to which reference should be made for further details.
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 71
7.10 Emoluments to the board members, statutory auditors and key managers Information regarding emoluments both of Esprinet S.p.A. Board of Directors and Statutory Auditors, and of the Group key managers are described as follows in relation to positions held in Group companies.
As defined by accounting standard IAS 24 and quoted by CONSOB Resolution no. 17221 of 12 March 2010, ‘key managers are those persons having authority and responsibility for directly or indirectly planning, directing and controlling the activities of the en tity preparing the financial statements, including any director (whether executive or otherwise) of that entity’.
The Esprinet Group has identified the directors, members of the Board of Statutory Auditors and General Manager of Esprinet S.p.A. as ‘key managers’.
The amounts below presented include all employee benefits on accrual basis, non -monetary benefits and the emoluments received as board members and statutory auditors of the Group companies.
The amounts for the first half of 2026 include the costs incurred in connection with the termination of the employment relationship with the former Chief Executive Officer of Esprinet S.p.A., who was succeeded by the General Manager of Esprinet S.p.A., who had been a key manager until 23 April 2026.
The portions of remuneration identified with the term ‘LTIP’ represent the fair value of the share rights assigned under the Long -Term Incentive Plan (LTIP) approved by the Shareholders' Meeting of Esprinet S.p.A. on 24 April 2024 and valid for the 2024 -2026 three -year period.
Vimercate, 9 September 2026
On behalf of the Board of Directors
The Chair
Maurizio Rota
H1 2026 H1 2025
EmolumentFringe
benefitTotal EmolumentFringe
benefitTotal
Board of Directors 2.626 5 2.631 1.006 5 1.011 Board of Directors LTIP 8 - 8 282 - 282 Other key managers 189 - 189 416 - 416 Other key managers LTIP 16 2 18 77 2 79 Subtotal 2.839 7 2.846 1.781 7 1.788 Board of Statutory Auditors 74 - 74 74 - 74 Total 2.913 7 2.920 1.855 7 1.862(euro/000)
Half -Year Financial Report as at 30 June 202 6 Condensed Consolidated Half -Year Financial Statements
Esprinet Group page. 72
Statement on the ‘Condensed consolidated half -year financial statements’ pursuant to Article 154 -bis of Italian Legislative Decree no. 58/98
1. The undersigned Giovanni Francesco Testa, Chief Executive Officer of Esprinet S.p.A and Stefano Mattioli, executive charged with drawing up the Esprinet S.p.A. accounting documents, hereby certify, also taking into account the provisions of Article 154 -bis, paragraphs 3 and 4 of Italian Legislative Decree no. 58 of 24 February 1998:
- the adequacy in relation to the characteristics of the company and
- the effective application,
of the administrative and accounting procedures used in drawing up the condensed consolidated half-year financial statements as at 30 June 2026, in the first half of 2026.
2. The assessment of the adequacy of the administrative and accounting procedures used for the preparation of the condensed consolidated half -year financial statements as at 30 June 2026 was carried out in accordance with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, a generally internationally -
accepted reference framework.
3. It is also certified that:
3.1 the condensed consolidated half -year financial statements:
a) have been prepared in compliance with the international accounting standards endorsed by the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and the Council of 19 July 2002;
b) correspond to the accounting books and records;
c) provide a fair and correct representation of the financial position, results of operations and cash flows of the issuer and the companies included in the scope of consolidation.
3.2 The Interim Directors’ Report on Operations includes a reliable analysis of the significant events that affected the Group during the first six months of the year and their impact on the condensed consolidated half -year financial statements, as well a s a description of the main risks and uncertainties for the remaining six months of the year. The Interim Directors’ Report on Operations also includes reliable information regarding significant operations with related parties.
Vimercate, 9 September 2026
Chief Executive Officer Manager responsible for preparing of Esprinet S.p.A. the company accounting documents of Esprinet S.p.A.
(Giovanni Francesco Testa) (Stefano Mattioli)
Review report on consolidated condensed interim financial
statements
To the Shareholders of
Esprinet SpA
Foreword
We have reviewed the accompanying consolidated condensed interim financial statements of Esprinet SpA (the “Company”) and its subsidiaries (the “Esprinet Group ” or the “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 shareholders’ equity, consolidated cash flow statement and related notes. The directors 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 c onsists 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 Internatio nal 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 Esprinet 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.
Milan , 10 September 2026
PricewaterhouseCoopers SpA
Signed by
Stefano Pavesi
(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.