INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AS AT 30 JUNE 2026
(Translation from the original Italian text)
JOINT -STOCK COMPANY - SHARE CAPITAL EURO 62,461,355.84
COMPANY REGISTER OF MILAN MONZA -BRIANZA LODI AND TAX CODE 00607460201
COMPANY SUBJECT TO THE DIRECTION AND COORDINATION OF CIR S.p.A.
REGISTERED OFFICE: 20121 MILAN (ITALY), VIA CIOVASSINO, 1 - PHONE 02.467501
OFFICES: 78280 GUYANCOURT (FRANCE), IMMEUBLE DE RENAISSANCE, AVENUE CLAUDE MONET 1
TEL. 0033 01 61374300
WEBSITE: WWW.SOGEFIGROUP.COM
2
CONTENTS
CORPORATE BODIES page 3
BOARD OF DIRECTORS' REPORT
ON OPERATIONS OF THE SOGEFI GROUP IN THE FIRST HALF
YEAR OF 2026 (INTERIM REPORT ON OPERATIONS)
page
4
SOGEFI GROUP HALF -YEAR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AS AT 30 June 2026
- Consolidated Financial Statements page 18
- Explanatory and supplementary notes to the Consolidated Financial Statements page 24
- Group companies: List of Group companies as of 30 June 2026 page 82
CERTIFICATION OF HALF -YEAR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO ART. 81 -TER OF CONSOB
REGULATION NO. 11971/99 OF 14 MAY 1999 AND SUBSEQUENT
AMENDMENTS AND ADDITIONS
page
85
REPORT OF THE INDEPENDENT AUDITORS page 86
3 CORPORATE BODIES
Honorary Chair CARLO DE BENEDETTI
BOARD OF DIRECTORS
Executive Chairperson MONICA MONDARDINI
Directors PATRIZIA ARIENTI (2) - (3)
MAHA DAOUDI (2)
RODOLFO DE BENEDETTI
MAURO MELIS (1) - (2) - (4)
RAFFAELLA PALLAVICINI (3)
MASSIMILIANO PICARDI (1) - (3)
CHRISTIAN STREIFF (1)
MARCO DE BENEDETTI
Secretary to the Board NICCOLO’ MORESCHINI
BOARD OF AUDITORS
Chairperson DANIELA DELFRATE
Acting Auditors GAETANO REBECCHINI
RITA ROLLI
Alternate Auditors FRANCO ALDO ABBATE
ANNA MARIA ALLIEVI
LUIGI BORRÈ
INDEPENDENT AUDITORS
EY S.p.A.
(1) Members of the Appointment and Remuneration Committee.
(2) Members of the Control, Risk and Sustainability Committee.
(3) Members of the Committee on Related Party Transactions.
(4) Lead independent director .
4 SOGEFI GROUP
BOARD OF DIRECTORS' REPORT
ON OPERATIONS IN THE FIRST HALF OF 2026
THE AUTOMOTIVE MARKET IN THE FIRST HALF YEAR 2026
In the first half of 2026, global car production fell by 1.0% compared with the same period in 2025, primarily reflecting the decline in China ( -5.3%), a region which had recorded significant growth (+11.9%) in the first six months of 2025. Production also fell in Europe and North America, by 1.4% and 0.7% respectively, whilst it rose in Japan, India and Mercosur.
In the first half of 2026, global production of Heavy Duty vehicles showed a slight increase (+0.9%) compared with the same period in 2025. In Europe, following the decline of the past two years, production is recovering (+2.6%); in China, the positive trend has continued (+5.2%), whilst in North and South America, it decreased by 6.6% and 14.8% respectively.
Turning to the outlook for the full financial year 2026, S&P Global forecasts a deterioration in the trend during the second half of the year and a decline in output for the full year across both sectors; specifically:
- For the Passenger Cars sector, global production is expected to fall by 2.1%, with declines in China ( -4.6%), Europe ( -1.7%) and the USMCA region ( -1.3%);
by contrast, the outlook is positive for India and Mercosur (+ 8.6% and +2.4%
respectively);
- For the Heavy Duty sector, a similar decline in production is forecast, at -2.0%, with production remaining largely stable in Europe, growth in the USMCA region, and a marked decline in China and Mercosur.
These forecasts have been drawn up against a backdrop of considerable uncertainty, due in particular to the situation in the Middle East and its potential impact on the macroeconomic outlook, as well as the impact of tariffs.
KEY MANAGEMENT INFORMATION
During the first half of 2026, an agreement was reached for the sale of the precision springs manufacturing business, “ Precision Springs ”, which forms part of the Suspension division; the transaction is expected to be finalised at the end of July 2026. Considering this, the figures for Precision Springs are reported in accordance with IFRS 5, i.e. by reporting only the net result of the business under the heading “income/(loss) from discontinued operations net of tax effects ”, for the half year 2026 and 2025. The operating data discussed below refer to continued operating activities, while the net result and Free cash flow are reported for held for sale and continued operations.
In the first six months of 2026, Sogefi reported revenue up by 0.4% at constant exchange rates compared with the first half of 2025 (-0.5% at current exchange rates), an adjusted EBIT up by 5.8% and a net profit of Euro 18.7 million, in line with that recorded in the first half of 2025 :
5 - the Adjusted EBITDA 0F1amounted to Euro 73.8 million compared to Euro 70.9 million in the corresponding period of 2025, accounting for 15.0% of revenues compared to 14.3% in the first half of 2025;
- the Adjusted EBIT 1F2amounted to Euro 36.8 million (Euro 34.8 million in the same period of 2025), accounting for 7.5% of revenues compared to 7.0% in the first half of 2025;
- The EBITDA amounted to Euro 69.5 million, compared to Euro 67.8 million in the first half of 2025, and EBITDA margin went from 13.7% to 14.1% in 2026.
- The EBIT amounted to Euro 32.5 million, compared to Euro 31.7 million in the first six months of 2025, and EBIT margin went from 6.4% to 6.6% ;
- Net result amounted to Euro 18.7 million, in line with that recorded in the first half of 2025;
- Free Cash Flow (FCF) before IFRS 16 and dividends amounted to Euro 13.2 million, compared to Euro 8.1 million in 2025 (Euro 7.5 million compared to Euro 13.6 million in the first half of 2025 under IFRS 16, taking into account the renewal during the first half of 2026 of a lease agreement for a significant
amount);
- Net indebtedness as at 30 June 2026, excluding liabilities for rights of use (in accordance with IFRS 16), stood at Euro 8.3 million, compared with Euro 19.2 million at the end of 2025; including liabilities for rights of use, it amounted to Euro 51.2 million (Euro 56.3 million at 31 December 2025).
1 EBITDA is calculated by adding the item ‟Depreciation and amortization” to the item ‟EBIT” and the amount of writedowns/writeups of tangible and intangible fixed assets (amounting to Euro 0 million as at 30 June 2026 and Euro 0.4 million in the same period of 2025) included in the item ‟Other non -operating expenses (income)” in the ‟Consolidated Income Statement”.
Adjusted EBITDA is calculated by adding ‟Restructuring costs” and the items ‟Losses (gains) on disposal”, ‟Exchange (gains) losses” and ‟Other non -operating expenses (income)” (with the exception of the amount of writedowns /writeups of tangible and intangible assets included in this item as it has already been added to EBITDA) of the ‟Consolidated Income Statement” (these items are summarised under ‟Other expenses (income)” in the ‟Overview of consolidated income statement” table of the Directors' Report). Adjusted EBITDA therefore represents gross operating income before all non -recurring results.
2 Adjusted EBIT is calculated by adding ‟Restructuring costs” and the items ‟Losses (gains) on disposal”, ‟Exchange (gains) losses” and ‟Other non -operating expenses (income)” (with the exception of the amount of writedowns/writeups of tangible and intangible assets included in this item) of the ‟Consolidated Income Statement” (summarised under ‟Other expenses (income)“in the ‟Overview of consolidated income statement” table of the Directors' Report).
6 RESULTS FOR THE FIRST HALF YEAR 2026
Sales revenues
During the first half of 2026, the Group reported sales revenues of Euro 492.5 million, basically steady compared to the first half of 2025 ( +0.4% at constant exchange rates and -0.5% at current exchange rates).
Sales revenues by geographic area
1st Half 2026 1st Half 2025reported
change 2026
vs 2025constant
exchange
rates 2026 vs
2025reference
market
production
Amount Amount % % % Europe 275.0 262.2 4.9 5.3 (1.4) North America 106.1 112.3 (5.5) (0.5) (0.7) South America 55.1 54.5 1.1 (6.2) 5.8 China 50.7 58.5 (13.3) (12.4) (5.3) Intercompany eliminations 5.6 7.3 TOTAL 492.5 494.8 (0.5) 0.4 (1.0)(in millions of Euro)
In Europe (the Group’s largest market, accounting for 56% of total revenue in the first half of 2026), revenue at constant exchange rates rose by 5.3%, whilst in North America (the second -largest market, accounting for 21.5% of total revenue) it remained broadly stable compared with the first half of 2025. However, revenue at constant exchange rates fell in South America ( -6.2%) and in China ( -12.4%), reflecting the market downturn ( -5.3%) and the delay in the commencement of new supply contracts due to unfavourable conditions in the Chinese domestic market.
Sales revenues by business sector
1st Half 2026 1st Half 2025reported
change 2026
vs 2025constant
exchange
rates 2026 vs
2025
Amount Amount % % Suspensions 259.3 261.7 (0.9) (2.0) Air&Cooling 233.6 232.4 0.5 3.5 Intercompany eliminations (0.4) 0.7 TOTAL 492.5 494.8 (0.5) 0.4(in millions of Euro)
The Suspensions business recorded a slight decline in revenue of -2% at constant exchange rates and -0.9% at current exchange rates. In Europe, where 67% of the business is concentrated, revenues were broadly in line with those of the first half of 2025 (+0.4%), with turnover in the Passenger Cars business unit slightly down ( -
0.8%) and that of the Heavy Duty business unit on the rise (+3.3%). In India, revenue at constant exchange rates rose by 16.4%, whilst in China and South America it fell by 11.6% and 6.2% respectively.
The Air and Cooling business unit reported revenue growth of 3.5% at constant exchange rates and 0.5% at current exchange rates; North America, which accounts for 45% of revenue, recorded revenue at constant exchange rates broadly in line with 2025 ( -0.5%), whilst Europe (which accounts for 43% of revenue) saw an increase of
7 13.8%; China, however, saw a decline of 12.8%.
Overview of consolidated income statement The main indicators of the consolidated income statement are shown below.
(in millions of Euro) Note(*) Amount % Amount % Amount % Sales revenues 492.5 100.0 494.8 100.0 (2.3) (0.5) Variable cost of sales 344.0 69.8 348.9 70.5 (4.9) (1.4)
CONTRIBUTION MARGIN 148.5 30.2 145.9 29.5 2.6 1.8
Fixed costs (a) 74.7 15.2 75.0 15.2 (0.3) (0.4) Restructuring costs 0.4 0.1 1.5 0.3 (1.1) (71.7) Other expenses (income) (b) 3.9 0.8 1.6 0.3 2.2 134.9
EBITDA (c) 69.5 14.1 67.8 13.7 1.7 2.6
Depreciation and amortization (d) 37.0 7.5 36.1 7.3 0.9 2.5
EBIT 32.5 6.6 31.7 6.4 0.9 2.7
PROFIT (LOSS) FROM
OPERATING ACTIVITIES 19.0 3.9 19.0 3.8 0.0 0.2
Net income (loss) from discontinued operations, net of tax effects 1.1 0.2 1.3 0.3 (0.2) (19.4) Loss (Income) attributable to non -
controlling interests (1.4) (0.3) (1.6) (0.3) 0.2 (14.2) GROUP NET RESULT 18.7 3.8 18.7 3.8 (0.0) (0.3)1st half 2026 1st half 2025 Changes
(*) See the notes at the end of this report for a detailed explanation of the reasons for the reclassifications that we have made.
Adjusted EBITDA amounted to Euro 73.8 million, up compared to Euro 70.9 million in the first half of 2025, accounting for 15.0% of revenue for the first half of 2026 compared to 14.3% in the same period of 2025.
Contribution margin rose from 29.5% in the first half of 2025 to 30.2%, reflecting disciplined pricing and procurement management.
Fixed operating costs decreased by 0.4% and their impact on revenue was unchanged compared to the first half of 2025 (15.2%).
The Adjusted EBIT amounted to Euro 36.8 million, up compared to Euro 34.8 million in the first six months of 2025, accounting for 7.5% of revenue (7.0% in the first half of 2025).
Non-recurring expenses 2F3 amounted to Euro 4.3 million (compared to Euro 3.1 million in the first half of 2025).
EBITDA including non -recurring expenses amounted to Euro 69.5 million, compared to Euro 67.8 million in the first half of 2025, and the EBITDA margin was at 14.1%, from 13.7% in the corresponding period of 2025.
EBIT , including non -recurring expenses, was Euro 32.5 million compared to Euro 31.7 million in 2025, with an EBIT margin of 6.6% compared to 6.4% in the first half of 2025.
Total financial expenses fell to Euro 4.6 million, from Euro 5.7 million in the first half of 2025, with a slight decrease in cash financial expenses (Euro 2.8 million in the first half of 2026) thanks to the indebtedness reduction.
While the tax charges amounted to Euro 8.9 million (Euro 7.0 million in the first half of 2025) reflecting the higher pre -tax result before one -off items of Euro 0.9 million.
The Group recorded a net profit of Euro 18.7 million, in line with the net profit of
3 Non-recurring expenses are calculated as the sum of the “Restructuring Costs” and “Other expenses (income)” line items reported in th e Overview of consolidated income statement table.
8 the same period of the previous FY.
Overview of Consolidated operating cash flow
Note (*) 1st half 1st half (in millions of Euro) 2026 2025
SELF-FINANCING (e) 57.2 58.3
Change in net working capital (13.7) (7.5) Other medium/long-term assets/liabilities (f) 1.5 0.7
CASH FLOW GENERATED BY OPERATIONS 45.0 51.5
Net decrease from sales of fixed assets (g) 0.2 0.5
TOTAL SOURCES 45.2 52.0
TOTAL APPLICATION OF FUNDS 38.3 34.8
Exchange differences on assets/liabilities and equity(h) 0.6 (0.8) FREE CASH FLOW of operating activities 7.5 16.4 FREE CASH FLOW from discontinued operations 0.0 (2.8)
TOTAL FREE CASH FLOW 7.5 13.6
Capital increases in consolidated companies 0.4 -
Dividends paid (2.8) (17.9)
CHANGES IN SHAREHOLDERS' EQUITY (2.4) (17.9)
Change in net financial position (i) 5.1 (4.3) Opening net financial position (i) (56.3) (55.0)
CLOSING NET FINANCIAL POSITION (i) (51.2) (59.3)
(*) See the notes at the end of this report for a detailed explanation of the reasons for the reclassifications that we have made.
Free Cash Flow amounted to Euro 7.5 million, compared to Euro 13.6 million in the first half of 2025; the reduction is due to the recognition of new liabilities for rights of use (in accordance with IFRS 16) following the renewal of a major lease agreement; excluding the effect of this standard, FCF for the first half of 2026 amounted to Euro 13.2 million, compared to Euro 8.1 million in the first half of 2025.
The net indebtedness as at 30 June 2026 was Euro 51.2 million, from Euro 56.3 million at 31 December 2025. The net indebtedness excluding liabilities for user rights as at 30 June 2026 was Euro 8.3 million, compared to Euro 19.2 million at 31 December 2025.
(in millions of Euro) June 30, 2026 December 31, 2025 June 30, 2025 Cash, banks, financial receivables and securities held for trading 51.1 62.0 53.6 Medium/long-term financial receivables 0.5 0.7 2.5 Short-term financial debts (*) (36.7) (55.1) (17.6) Medium/long-term financial debts (68.1) (63.9) (97.8) Financial assets/liabilities related to assets held for sale 2.0 - -
NET FINANCIAL POSITION (51.2) (56.3) (59.3)
(*) Including current portions of medium/long -term financial debts
9 Consolidated net invested capital
(in millions of Euro) Note (*) Amount % Amount % Amount % Short-term operating assets (l) 206.9 191.1 225.0 Short-term operating liabilities (m) (212.3) (211.0) (235.4) Assets/liabilities held for sale 12.9 - -
Net working capital 7.5 2.1 (19.9) (5.8) (10.4) (2.9) Equity investments (o) - - - - - -
Intangible, tangible fixed assets and other medium and long-term assets (p) 449.9 123.3 453.0 131.9 444.1 125.6
CAPITAL INVESTED 457.4 125.4 433.1 126.1 433.7 122.7
Deferred Taxes/Pension Funds /Provisions for risks (q) (58.8) (16.1) (56.0) (16.3) (41.9) (11.9) Other medium and long-term liabilities (r) (33.7) (9.3) (33.8) (9.8) (38.3) (10.8)
NET CAPITAL INVESTED 364.9 100.0 343.3 100.0 353.5 100.0
Net financial indebtedness (s) 51.2 14.0 56.3 16.4 59.3 16.8 Non - controlling interests 11.3 3.1 12.4 3.6 11.0 3.1 Consolidated equity of the Group 302.4 82.9 274.6 80.0 283.2 80.1 TOTAL 364.9 100.0 343.3 100.0 353.5 100.0December 31, 2025 June 30, 2026 June 30, 2025
(*) See the notes at the end of this report for a detailed explanation of the reasons for the reclassifications that we have made.
As at 30 June 2026, consolidated shareholders' equity , excluding non -controlling interests, amounted to Euro 302.4 million, compared to Euro 274.6 million as at 31 December 2025. The increase mainly reflects the profit for the period and the positive impact on equity of exchange rate movements since the start of the financial year.
As at 30 June 2026, the Sogefi Group's workforce was 3,100, down by 2.4% compared with 3,176 as at 30 June 2025.
Number % Number % Number % Suspensions 1,804 58.2 1,835 58.1 1,855 58.4 Air&Cooling 1,246 40.2 1,272 40.3 1,272 40.0 Others 50 1.6 51 1.6 49 1.6 TOTAL 3,100 100.0 3,158 100.0 3,176 100.0 June 30, 2026 December 31, 2025 (*) June 30, 2025 (*)
(*) The comparative data as of December 31, 2025 and June 30, 2025 exclude employees of “Precision Springs ”.
PERFORMANCE BY BUSINESS DIVISION
‟Suspensions ” sector
Key indicators
(in millions of Euro)1st Half 2026 1st Half 2025reported change 2026 vs 2025 Revenue 259.3 261.7 -0.9% Ebit 16.0 13.9 15.0% EBIT margin 6.2% 5.3% Personnel 1,804 1,855 -2.8%
In the first half of 2026, Suspensions achieved revenues of Euro 259.3 million, down by 0.9% from the same period of 2025 at current exchange rates and 2% at constant
10 exchange rates, and net of Argentina's inflation.
Europe reported a slight increase in total turnover (+0.4%) compared with the first half of 2025, with a slight decline in the Passenger Cars segment and an increase in the Heavy Duty segment. Revenue at constant exchange rates fell by 11.6% in China, and by 6.2% in Mercosur (+1.1% at current exchange rates).
Operating results showed further improvement, in line with the trend seen in recent years.
EBITDA amounted to Euro 32.9 million, compared to Euro 30.1 million in the first half of 2025, and the EBITDA margin increased from 11.5% to 12.7% due to the favourable development of the contribution margin, which amounted to 30.5% of revenue compared to 29.7% in the first half of 2025, and to lower non -recurring expenses.
The EBIT amounted to Euro 16.0 million, compared to Euro 13.9 million in the first half of 2025, going from 5.3% to 6.2% of revenue. The increase in profitability was particularly evident in Europe.
In the first half of 2026, the Suspensions sector secured new supply contracts in the Passenger Cars segment, particularly in Europe and China, mainly for stabiliser bars. New orders were also secured in the Heavy Duty sector.
36% of the value of new contracts entered into in the first half of 2026 concerns parts for hybrid or electric platforms. This percentage rises to 42% if the Heavy Duty segment is excluded.
Employees at 30 June 2026 were 1,804 (1,835 at 31 December 2025).
“Air & Cooling ” sector
Key indicators
(in millions of Euro)1st Half 2026 1st Half 2025reported change 2026 vs 2025 Revenue 233.6 232.4 0.5% Ebit 19.4 21.3 -8.8% EBIT margin 8.3% 9.2% Personnel 1,246 1,272 -2.0%
In the first six months of 2026, the Air & Cooling sector reported revenues of Euro 233.6 million, up by 3.5% at constant exchange rates and by +0.5% at current exchange rates compared to the first half of 2025. Revenue at constant exchange rates rose by 14.9% in Europe, showed good resilience in NAFTA ( -0.5%) and fell by 12.8% in China.
The operating results confirm the business strong profitability and high returns.
The EBITDA amounted to Euro 38.4 million compared to Euro 40.1 million in the first half of 2025, with an EBITDA margin of 16.4% (17.2% in 2025). Adjusted EBITDA was in line with 2025, and the slight decline in EBITDA is entirely attributable to higher non -recurring costs compared with 2025.
EBIT amounted to Euro 19.4 million, compared with Euro 21.3 million in 2025, and represented 8.3% of turnover, compared with 9.2% in the first half of 2025 ; the slight decline is due to higher non -recurring costs .
During the first half of 2026, new contracts were also secured in China for hybrid
11 powertrains, and the same goes for the first contract to supply cooling plates to a major Indian manufacturer of electric vehicles. In North America, major contracts have been renewed with a leading North American manufacturer for the supply of traditional components for both combustion engines and hybrid powertrains.
61% of the value of new contracts entered into in 2026 concerns parts for hybrid or electric platforms.
Employees at 30 June 2026 were 1,246 (1,272 at 31 December 2025).
PERFORMANCE IN THE SECOND QUARTER OF 2026
The following table provides an overview of the comparative figures of the income statement for the second quarter compared with the corresponding quarter of the previous year.
(in millions of Euro) Note(*) Amount % Amount % Amount % Sales revenues 249.3 100.0 245.5 100.0 3.8 1.5 Variable cost of sales 173.6 69.6 172.0 70.1 1.6 0.9
CONTRIBUTION MARGIN 75.7 30.4 73.5 29.9 2.2 3.0
Fixed costs (a) 37.1 15.0 37.2 15.2 (0.1) (0.2) Restructuring costs (0.2) (0.1) 0.5 0.2 (0.7) (140.4) Other expenses (income) (b) 4.5 1.7 1.1 0.4 3.4 323.2
EBITDA (c) 34.3 13.8 34.7 14.1 (0.4) (1.2)
Depreciation and amortization (d) 18.3 7.4 17.7 7.2 0.6 3.3
EBIT 16.0 6.4 17.0 6.9 (1.0) (5.5)
PROFIT (LOSS) FROM OPERATING
ACTIVITIES 7.8 3.1 9.6 3.9 (1.8) (18.5)
Net income (loss) from discontinued operations, net of tax effects 0.5 0.2 1.0 0.4 (0.5) (50.0) Loss (Income) attributable to non -
controlling interests (0.6) (0.2) (0.9) (0.4) 0.3 (30.0)
GROUP NET RESULT 7.7 3.1 9.7 3.9 (2.0) (20.1)Q2 2026 Q2 2025 Changes
(*) See the notes at the end of this report for a detailed explanation of the reasons for the reclassifications that we have made.
In the second quarter of 2026, the Sogefi Group reported revenues of Euro 249.3 million, up at current exchange rates (+1.5%) and steady at constant exchange rates (+0.2%).
Revenue trend at constant exchange rates was positive in Europe (+7.1%) and India (+12.5%); in North America, South America and China, declines of 2%, 10.2% and 15.6% were recorded respectively.
Air & Cooling recorded a 3.9% growth at constant exchange rates, while Suspension recorded a 2.8% decrease.
Adjusted EBITDA amounted to Euro 38.5 million, up compared to Euro 36.2 million in the second quarter of 2025, accounting for 15.4% of revenue for the first half of 2026 compared to 14.8% in the same period of 2025. The contribution margin rose from 29.9% of revenue in Q2 2025 to 30.4% in the same period of 2026.
The Adjusted EBIT amounted to Euro 20.2 million, up compared to Euro 18.5 million in Q2 2025, accounting for 8.1% of revenue (7.5% in the first half of 2025).
Non-recurring expenses amounted to Euro 4.3 million (compared to Euro 1.6 million in Q2 2025).
EBITDA was Euro 34.3 million, basically steady compared to Q2 2025 (Euro 34.7 million).
EBIT was positive for Euro 16.0 million (compared to Euro 17.0 million in Q2 2025), recording a slight decline due to higher non -recurring expenses.
12 Net profit amounted to Euro 7.7 million, compared to Euro 9.7 million in Q2 2025, with a decline due to non -recurring and tax expenses.
INVESTMENTS AND RESEARCH & DEVELOPMENT ACTIVITIES
The investments totalled Euro 38.3 million in the first half year 2026 (Euro 34.8 million in the first half of the previous year).
The increase compared with the previous financial year is due to fixed assets relating to rights of use, and in particular to the renewal of a lease agreement involving a significant amount.
Significant investment is continuing in the development of production capacity for battery cooling components, cooling plates and stripes, particularly in the NAFTA region, with purchases of property, plant and equipment totalling Euro 12.7 million, compared with Euro 16.9 million in the first half of 2025.
Additions to intangible assets totaling Eur o 5.8 million primarily include investments in research and development activities.
The table below provides details of the investments
(in millions of Euro) June 30, 2026 June 30, 2025 Increase in intangible assets 5.8 5.6 Purchase of tangible assets 12.7 16.9 Purchase of Tooling 10.4 11.3 Increase in intangible assets for right of use 9.4 1.0
TOTAL INVESTMENTS 38.3 34.8
IMPACTS OF THE MACROECONOMIC ENVIRONMENT, THE
CONFLICTS IN UKRAINE AND THE MIDDLE EAST, AND THE CLIMATE
CHANGE ON OPERATIONS
As regards the macroeconomic context , the automotive sector is affected by (i ) the weak performance of the economy, particularly in Europe, (ii) the tariffs imposed by the US administration, and (iii) the transition towards e -mobility (in particular, the Green Deal regulation in Europe), which is driving substantial investment against electric vehicle market performance in Europe that has certainly grown strongly – partly thanks to the support measures adopted in various European countries – but has overall fallen short of expectations, as evidenced by the significant write -downs of e-mobility investments recorded in the 2025 financial statements of many car manufacturers.
Against this backdrop, in the first half of 2026, global car production fell by 1.0%, driven by the slowdown in the Chinese market – following years of very strong growth – as well as by a further decline in the European and North American markets. For the full financial year 2026, global car production is expected to fall by 2.1%, with a low -single -digit decline in production in Europe, NAFTA and China, and growth in India and South America.
Over the last few years, the sector has also been affected by the direct and indirect consequences of the ongoing conflicts , in particular the Russia –Ukraine war and the Middle East conflict, which have had significant macroeconomic impacts; the escalation and spread of the Middle East crisis now constitutes the main global risk factor and a key risk for this specific sector. The future course of the crisis in the Middle East remains uncertain in terms of its duration and potential consequences.
Tensions in the region are putting considerable pressure on the energy and commodities markets, leading to significant rises in oil and gas prices and high
13 volatility. If this situation were to continue, it would lead to a rise in inflation, with potential implications for economic performance and demand.
Whilst sector forecasts had already predicted a weak 2026 for the automotive sector, the current situation in the Middle East represents a significant risk factor, given the aforementioned immediate implications for energy costs and international trade, and the potential repercussions of these developments on economic performance and, consequently, on demand. The effects of inflation are already being felt, with rising energy prices and the prices of certain raw materials as well as, from a logistical perspective, the difficulties arising from the closure of the Strait of Hormuz. As for the potential impact on trends in the automotive market, it is currently difficult to make any predictions, as these will inevitably depend on the duration of the conflict.
Turning to the impact on the Group, Sogefi has no direct exposure to the region.
However, it is exposed to risks relating to the availability of raw materials, rising production costs and a reduction in production volumes due to a downturn in demand.
To limit the potential impact of the Middle East crisis on the availability and costs of raw materials and energy, Sogefi closely monitors any potential issues relating to logistics flows, taking steps, where necessary, to temporarily increase safety stocks of critical raw materials to ensure continuity of production; furthermore, the risks associated with rising production costs will be partially mitigated by the indexation mechanisms provided for in supply contracts and, where such mechanisms are absent, by agreements with customers. Nevertheless, there could be a negative impact on profitability in the short term, and on volumes over the course of the year.
At present, it is not possible to quantify the extent of the potential impacts, given the volatility of prices and the uncertainties surrounding the course of the crisis.
With regard to the remaining risks and impacts relating to the Russia -Ukraine conflict , the introduction of tariffs and climate change , as no significant changes have occurred during the first few months of 2026, please refer to the analysis set out in the Annual Financial Statements as at 31 December 2025.
MANAGEMENT OF THE MAIN BUSINESS RISKS
The main risks to which the Sogefi Group is exposed are related to the industry in which the Group operates and to its business. The analysis of the aforementioned risks is broadly in line with the one set out at the end of 2025.
These risks include:
- risks related to technological innovation and new projects the Group is developing to adapt to the industry's transition to e -mobility;
- risks relating to sales volumes and profitability, which are closely linked to macroeconomic developments, but also to the volatility of raw material and energy prices, tariffs and the ongoing technological developments in the automotive sector, particularly in Europe.
In order to preserve its profitability, the Sogefi Group has set up a constant dialogue with its customers and suppliers in order to promptly capture the current trends as well as any new market requirements.
Please refer to the Annual Financial Statements as at 31 December 2025 for a detailed analysis of the main business risks.
14 TREASURY SHARES
As of 30 June 2026, the Parent Company held 840,512 treasury shares in its portfolio, equal to 0.6997% of the share capital at an average unit price of Euro 2.28.
In the first half of 2026, treasury shares in portfolio decreased following the allocation of shares to beneficiaries of the Company's stock grant plans. No treasury shares were purchased during the first half of 2026.
RELATED PARTY TRANSACTIONS
The Company's Board of Directors has established a Related Party Transactions Committee and adopted the Procedure for Related Party Transactions (the “Procedure”), which establishes the principles of conduct and the rules adopted by Sogefi S.p.A. to ensure the transparency and substantive and procedural fairness of transactions with its related parties carried out by the Company directly or through its subsidiaries.
The Procedure can be found on the Company's website at www.sogefigroup.com , under “Shareholders - Corporate Governance”.
It should be noted that, during the reporting period, no transactions of significant importance were entered into with related parties, nor were there any transactions that had a material impact on the Company’s financial position or results.
Furthermore, there were no changes or developments in the transactions with related parties described in the latest annual report that had a material effect on the Company’s financial position or results during the reporting period.
The transactions currently in place that are “not exempt” under Article 4.1 of the Procedure relate to: i) the contract for services 2026 provided by the parent company CIR and the related costs, (ii) the signing of a partial secondment agreement between the parent company CIR and Sogefi relating to an Executives with strategic responsibilities; (iii) the tax filing system with the parent company CIR S.p.A. as the counterparty; (iv) the lease agreement with the parent company CIR S.p.A. relating to the offices situated at Via Ciovassino 1, Milan, Italy.
For an analysis of the financial and balance sheet figures, please refer to the Explanatory Notes to the financial statements.
In accordance with Art. 2497 bis of Italian Civil Code, we point out that Sogefi S.p.A. is subject to policy guidance and coordination by its parent company CIR S.p.A.
DISCLOSURES PURSUANT TO ART. 70 AND 71 OF CONSOB RULES FOR
ISSUERS
Under a resolution of the Board of Directors of 23 October 2012, the Company adopted the simplified procedure provided for by art. 70, paragraph 8 and art. 71, paragraph 1 -bis of Consob Regulation issued under Consob Resolution no. 11971 of 14 May 1999 as amended, and made use of the exemption from the obligation to publish the information documents required for significant transactions consisting in mergers, spin -offs, capital increases by means of the conferral of assets in kind, takeovers and transfers.
SIGNIFICANT SUBSEQUENT EVENTS AFTER 30 June 2026
No significant events occurred after 30 June 2026 such as could have an impact on the financial disclosure as at 30 June 2026.
15 OUTLOOK FOR OPERATIONS
During the first half of 2026, Sogefi reached an agreement to sell its precision springs manufacturing business (“ Precision Springs ”) to “Associated Metal Forming Technologies”, a company controlled by the “One Equity Partners” fund. Precision Springs , which is part of the Suspensions division, carries out its production at three dedicated plants in France, the Netherlands and the UK, and in 2025 recorded a turnover of Euro 28.6 million and an EBITDA of Euro 3.8 million.
The disposal , which is expected to be completed at the end of July 2026, would be based on an Net Enterprise Value of Euro 21 million and an equity value that will take into account, in addition to the Net Enterprise Value, adjustments in line with market practice regarding debt items and working capital.
The proceeds from the transaction will enable Sogefi to further strengthen its financial position and to fund investments aimed at streamlining operations and expanding in its core markets.
The outlook for the automotive market in the coming months is severely hampered by the uncertainties characterising the geopolitical landscape, and in particular the situation in the Middle East, which could have a significant impact on macroeconomic trends (on inflation, international trade and the supply chain, economic growth and changes in demand).
The latest forecast from S&P Global expects that global car production for the full year 2026 will fall by 2.1%, with a decline of 1.7% in Europe and 1.3% in NAFTA, and also , following the significant growth seen in 2025, a 4.6% decline in China. On the other hand, expected growth is 8.6% in India and 2.4% in South America. Global production for Heavy Duty is expected to fall by 2%, whilst European production is expected to remain largely stable.
As regards raw material and energy prices, there have been significant increases and heightened volatility following the escalation of the conflict in the Middle East.
Sogefi , taking into account first -half turnover, the weight of Europe and North America in its business portfolio, the current forecasts for the two regions and current exchange rates, expects a low -single digit decline in revenue for 2026 and confirms an Adjusted EBIT margin substantially in line with that recorded in the 2025 financial year.
These forecasts have been drawn up against a backdrop of considerable uncertainty regarding developments in the global geopolitical and macroeconomic landscape and their consequent impact on production costs and demand; it cannot therefore be ruled out that there may be a temporary decline in operating margins and/or a reduction in demand.
Milan, 27 July 2026
FOR THE BOARD OF
DIRECTORS
Executive Chair woman
Monica Mondardini
16 ANNEX: NOTES RECONCILING THE FINANCIAL STATEMENTS
SHOWN IN THE REPORT ON OPERATIONS AND THE FINANCIAL
STATEMENTS CONTAINED IN THE NOTES TO THE HALF -YEAR
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PREPARED
IN ACCORDANCE WITH IAS/IFRS
Notes relating to the Half -Year Condensed Consolidated Financial Statements a) The heading agrees with the sum of the line items ‟Manufacturing and R&D overheads”, ‟Distribution and sales fixed expenses” and ‟Administrative and general expenses” of the Consolidated Income Statement;
b) the heading agrees with the sum of the line items ‟Losses (gains) on disposal”, ‟Exchange (gains) losses” and ‟Other non -operating expenses (income)”, with the exception of the amount relating to write -downs of tangible and intangible fixed assets of the Consolidated Income Statement;
c) the heading agrees with the sum of the line items ‟EBIT”, ‟Depreciation and Amortization” and the write -
downs of tangible and intangible fixed assets included in the item ‟Other non -operating expenses (income)” of the Consolidated Income Statement;
d) the heading agrees with the sum of the line items ‟Depreciation and amortization” and the write -downs of tangible and intangible fixed assets included in the item ‟Other non -operating expenses (income)” of the Consolidated Income Statement;
e) the heading mainly includes the sum of the line items ‟Result for the period” (excluding the Operating results, net of tax effects, of the discontinued operations), ‟Net income (loss) of held for sale activities, net of tax effects”, ‟Non -controlling interests”, ‟Depreciation, amortization and writedowns ”, ‟Accrued costs for stock -based incentive plans”, ‟Provisions for risks and restructuring” and ‟Post -retirement and other employee benefits” in the Consolidated Cash Flow Statement with the exception of the financial component relating to pension funds and the deferred taxes included in the item ‟Income taxes”;
f) the heading is included in line item ‟Other medium/long -term assets/liabilities” in the Consolidated Cash
Flow Statement;
g) the heading agrees with the sum of the line items ‟Losses/(gains) on disposal of fixed assets and non -
current assets held for sale”, ‟Cash receipts from the sale of property, plant and equipment and disposal of non-current assets held for sale” and ‟Cash receipts from the sale of intangible assets” in the Consolidated Cash Flow Statement;
h) the heading agrees with the line items ‟Exchange differences” in the Consolidated Cash Flow Statement, excluding exchange differences on medium/long -term financial receivables and payables;
i) these headings differ from those shown in the Consolidated Cash Flow Statement as they refer to the total net financial position and not just to cash and cash equivalents;
(l) the item corresponds to the sum of the “Inventories”, “Trade receivables”, “Other receivables”, “Current tax assets” and “Other assets” line items in the Consolidated Statement of Financial Position.
(m) the item corresponds to the sum of the “Trade and other payables”, “Current tax liabilities” and “Other current liabilities” line items in the Consolidated Statement of Financial Position.
(n) the item corresponds to the sum of the “Assets held for sale” and “Liabilities directly associated with assets held for sale” line items in the Consolidated Statement of Financial Position, excluding “Financial assets/liabilities related to assets held for sale”, which are included in item (s).
(o) the item corresponds to the “Other financial assets available for sale” line item included within the “Other financial assets – non-current” line item in the Consolidated Statement of Financial Position.
(p) the item corresponds to the sum of the “Land”, “Property, plant and equipment”, “Other tangible assets”, “Right -of-use assets”, “Intangible assets”, “Other receivables” and “Deferred tax assets” line items in the Consolidated Statement of Financial Position.
(q) the item corresponds to the sum of the “Current provisions”, “Non -current provisions” and “Deferred tax liabilities” line items in the Consolidated Statement of Financial Position.
(r) the item corresponds to the “Other payables” line item in the Consolidated Statement of Financial Position.
(s) item corresponds to the sum of the “Cash and cash equivalents”, “Other financial assets - current”, “Other financial assets - non-current” (excluding the amount relating to “Other financial assets available for sale”), “Non -current financial receivables”, “Current bank borrowings”, “Current portion of medium - and long -
term loans and other borrowings”, “Current lease liabilities”, “Other current financial liabilities relating to derivatives”, “Non -current bank borrowings”, “Non -current portion of medium - and long -term loans and other borrowings” and “Non -current lease liabilities”, to which “Financial assets/liabilities related to assets held for sale” shall be added .
17 DEFINITION OF THE PERFORMANCE INDICATORS
In accordance with ESMA Guidelines (ESMA/2015/1415) published on 5 October 2015, the criteria used for constructing the main performance indicators deemed by the management to be useful for the purpose of monitoring Group performance are provided below.
EBITDA: EBITDA is calculated as the sum of ‟EBIT”, ‟Depreciation and Amortization ” and the impairment losses of tangible and intangible fixed assets included in the item ‟Other non -
operating expenses (income)”.
Adjusted EBIT is calculated by adding the items ‟Restructuring costs” and ‟Losses (gains) on disposal”, ‟Exchange (gains) losses” and ‟Other non -operating expenses (income)” (with the exception of the amount of writedowns/writeups of tangible and intangible assets included in this item for Euro 0 million as at 30 June 2026 and Euro 0.4 million as at 30 June 2025).
Adjusted EBITDA is calculated by adding the items ‟Restructuring costs” and ‟Losses (gains) on disposal”, ‟Exchange (gains) losses” and ‟Other non -operating expenses (income)” (with the exception of the amount of writedowns of tangible and intangible assets included in this item for Euro 0 million as at 30 June 2026 and Euro 0.4 million as at 30 June 2025 as already summed to the EBITDA).
Normalised EBITDA (used to calculate covenants): it is calculated by summing ‟EBITDA” and the following expenses and revenues arising from non -ordinary operations: ‟Restructuring costs” and ‟Losses (gains) on disposal”.
‟Other non -operating expenses (income)” include amounts that do not relate to ordinary business activities such as:
- writedowns of tangible and intangible fixed assets
- imputed cost of stock grant plans
- accruals to provisions for legal disputes with employees and third parties
- product guarantee costs
- strategic consulting services
‟Restructuring costs” include voluntary redundancy incentives for all employee categories (managers, clerical staff, blue collar workers) and costs relating to the shutdown of a plant or the discontinuation of individual business lines (personnel costs and related costs associated with shutdown).
‟Losses (gains) on disposal” include the difference between the net book value of sold assets and selling price.
‟Net financial indebtedness ” is calculated by adding up the following items from the Statement Of Financial Position: ‟Cash and cash equivalents”, ‟Other financial assets - current”, ‟Other financial assets - non-current” (excluding the amount of ‟Other financial assets held for sale”), ‟Bank overdrafts and short -term loans”, ‟Current portion of medium/long -term financial debts and other loans”, ‟Current financial payables for rights of use”, ‟Other short -term liabilities for derivative financial instruments”, ‟Non -current bank liabilities”, ‟Non -current portion of medium/long -term financial debts and other loans”, ‟Medium/long -term financial payables for rights of use ”, to which “Financial assets/liabilities related to assets held for sale” shall be added.
Please note that at 30 June 2026 there are no non -recurring charges as defined by Consob in its communication no. DEM/6064293 of 28 July 2006.
18 SOGEFI GROUP HALF -YEAR CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 June
2026
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in thousands of Euro)
ASSETS Note June 30, 2026 December 31, 2025
CURRENT ASSETS
Cash and cash equivalents 4 44,397 54,435 Other financial assets 5 6,719 7,559 Inventories 6 84,026 84,281 Trade receivables 7 89,978 78,488 Other receivables 7 7,321 4,108 Tax receivables 7 21,260 22,120 Other assets 7 4,316 2,095
ASSETS HELD FOR SALE 13 21,260 -
TOTAL CURRENT ASSETS 279,277 253,086
NON-CURRENT ASSETS
Land 8 2,367 3,687 Property, plant and equipment 8 273,768 280,734 Other tangible fixed assets 8 4,356 3,744 Right of use 8 39,299 33,726 Intangible assets 9 101,830 101,311 Other financial assets 10 504 662 Other receivables 11 3,561 4,076 Deferred tax assets 12 24,711 25,693
TOTAL NON-CURRENT ASSETS 450,396 453,633
TOTAL ASSETS 729,673 706,719
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
19 LIABILITIES Note June 30, 2026 December 31, 2025
CURRENT LIABILITIES
Bank overdrafts and short-term loans 14 3,202 1,251 Current portion of medium/long-term financial debts and other loans 14 23,669 45,367 Short-term financial debts for right of use 14 9,826 8,437 Other short-term liabilities for derivative financial instruments 14 7 5 Trade and other payables 15 186,316 185,820 Tax payables 15 7,606 7,113 Other current liabilities 16 18,356 18,012 Current provisions 17 28,893 25,275
LIABILITIES RELATED TO ASSETS HELD FOR SALE 13 6,400 -
TOTAL CURRENT LIABILITIES 284,275 291,280
NON-CURRENT LIABILITIES
Financial debts to bank 14 29,773 29,574 Non current portion of medium/long term financial debts and other loans 14 5,524 5,613 Medium/long-term financial debts for right of use 14 32,853 28,750 Non-current provisions 17 13,068 13,617 Other payables 17 33,688 33,809 Deferred tax liabilities 17 16,809 17,081
TOTAL NON-CURRENT LIABILITIES 131,715 128,444
SHAREHOLDERS' EQUITY
Share capital 18 62,461 62,461 Reserves and retained earnings (accumulated losses) 18 221,236 201,912 Group net result for the period 18 18,667 10,274
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE
TO THE HOLDING COMPANY 302,364 274,647
Non-controlling interests 18 11,319 12,348
TOTAL SHAREHOLDERS' EQUITY 313,683 286,995
TOTAL LIABILITIES AND EQUITY 729,673 706,719
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
20 CONSOLIDATED INCOME STATEMENT
(in thousands of Euro)
Note
Amount % Amount % Sales revenues 20 492,523 100.0 494,790 100.0 Variable cost of sales 22 343,997 69.8 348,866 70.5
CONTRIBUTION MARGIN 148,526 30.2 145,924 29.5
Manufacturing and R&D overheads 23 42,375 8.6 42,749 8.7 Depreciation and amortization 24 37,092 7.5 36,482 7.4 Distribution and sales fixed expenses 25 7,045 1.4 7,408 1.5 Administrative and general expenses 26 25,296 5.2 24,868 5.0 Restructuring costs 28 430 0.1 1,520 0.3 Losses (gains) on disposal 29 6 - (9) -
Exchange (gains) losses 30 (401) (0.1) 639 0.1 Other non-operating expenses (income) 31 4,176 0.9 606 0.1
EBIT 32,507 6.6 31,661 6.4
Financial expenses 32 5,450 1.1 6,973 1.4 Financial (income) 32 (887) (0.2) (1,274) (0.2)
RESULT BEFORE TAXES 27,944 5.7 25,962 5.2
Income taxes 34 8,967 1.8 6,949 1.4
NET INCOME (LOSS) OF OPERATING ACTIVITIES 18,977 3.9 19,013 3.8
Income (loss) from discontinued operations, net of tax effects 35 1,059 0.2 1,314 0.3
NET RESULT INCLUDING THIRD PARTY 20,036 4.1 20,327 4.1
Loss (Income) attributable to non-controlling interests (1,369) (0.3) (1,595) (0.3)
GROUP NET RESULT 18,667 3.8 18,732 3.8
Earnings per share (EPS) (Euro): 37 Basic 0.157 0.157 Diluted 0.156 0.1571st half 2025 1st half 2026
(*) The values for the first half of 2025, relating to ‟Assets held for sale”, have been reclassified following the application of IFRS 5 ‟Non -current assets held for sale and discontinued operation” to the line ‟Profit (loss) from discontinued operations, net of tax effects”.
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
21 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
(in thousands of Euro)
Note 1st half 2026 1st half 2025 Net result before non-controlling interests 20,036 20,327 Other Comprehensive Income: - -
Items that will not be reclassified to profit or loss - -
- Actuarial gain (loss) 18 - -
-Taxonitems thatwillnotbereclassified toprofit or loss 18 - -
Total items that will notbereclassified toprofit or loss - -
Items that may be reclassified to profit or loss
- Profit (loss) booked to cash flow hedging reserve 18 - -
-Taxonitems that may bereclassified toprofit or loss 18 - -
- Profit (loss) booked to translation reserve 18 5,865 (15,275) Total items that may be reclassified to profit or loss 5,865 (15,275) Other Comprehensive Income 5,865 (15,275) Total comprehensive result for the period 25,901 5,052
Attributable to:
- Shareholders of the Holding Company 24,548 3,568
- Non-controlling interests 1,353 1,484
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
22 CONSOLIDATED CASH FLOW STATEMENT
(in thousands of Euro)
1st half 2026 1st half 2025 Cash flows from operating activities Net result 18,667 18,732
Adjustments:
- non-controlling interests 1,369 1,595
- depreciation, amortization and writedowns 37,031 36,127
- expenses recognised for share-based incentive plans 477 477 Gain on disposal of the discontinued operation, net of tax. (1,059) (772)
- losses/(gains) on disposal of fixed assets and non-current assets held for sale 6 (9)
- provisions for risks, restructuring and deferred taxes (373) 121
- post-retirement and other employee benefits (31) 38
- net financial expenses 4,563 5,699
- income taxes 8,967 6,949
- change in net working capital (18,604) (15,871)
- other medium/long-term assets/liabilities 1,123 1,862
CASH FLOWS FROM OPERATING ACTIVITIES 52,136 54,948
Interests paid (3,519) (5,788) Income tax paid (3,278) 1,464 Cash flow from discontinued operating activities 1,113 (1,372)
NET CASH FLOWS FROM OPERATING ACTIVITIES 46,452 49,252
INVESTING ACTIVITIES
Interest received 1,049 2,388 Purchase of property, plant and equipment (23,043) (28,228) Purchase of intangible assets (5,885) (5,651) Sale of property, plant, equipment and businesses held for sale 179 509 Cash flow from investment activities from discontinued operating activities(1,075) (1,310) Amount received for business transfers - -
NET CASH FLOWS FROM INVESTING ACTIVITIES (28,775) (32,292)
FINANCING ACTIVITIES
Capital increase in subsidiaries from third parties 368 -
Dividends paid to Holding Company shareholders and non-controlling interests (2,750) (17,863) New (repayment of) long-term loans (21,957) (3,461) Change in financial assets 1,382 (1,162) New (repayment of) leases (5,240) (5,034) Cash flow from financing activities from discontinued operating activities (24) (24)
NET CASH FLOWS FROM FINANCING ACTIVITIES (28,221) (27,544)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (10,544) (10,584)
Balance at the beginning of the period 53,184 57,001 (Decrease) increase in cash and cash equivalents (10,544) (10,584) Exchange differences 769 (1,232)
BALANCE AT THE END OF THE PERIOD 43,409 45,185
(*) The figures for the first half of 2025 have been reclassified following the application of IFRS 5 ‟Non -
current assets held for sale and discontinued operations”.
Note:
- this table shows the elements that bring about the change in cash and cash equivalents, as expressly required by IAS 7. The cash flow statement included in the Report of the board of directors on operations shows the various operational components of cash flow, thereby explaining all of the changes in the overall net financial position;
- For the purpose of determining the net financial position, total cash and cash equivalents amounted to Euro 44,397, including Euro 2,214 relating to United Spring entities and classified as assets held for sale in accordance with IFRS 5. Non -current bank borrowings amounted to Euro 3,203.
- the values for ‟Assets available for sale and discontinued operating activities” are shown separately on the appropriate lines.
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
23 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands of Euro)
Third Total
Share
capitalShare
premium
reserveReserve
for
treasury
sharesTreasury
sharesLegal
reserveStock-
based
incentive
plans
reverveTranslation
reserveCash flow
hedging
reserveActuarial gain
(loss) reserveTax on items booked in Other
Comprehensive
IncomeOther
reservesRetained
earningsNet result for
the periodTotal
Balance at December 31, 2024 62,461 155 2,479 (2,479) 12,492 372 (64,253) - (27,139) 8,421 4,450 156,315 141,288 294,562 12,721 307,283 Paid share capital increase - - - - - - - - - - - - - - - -
Allocation of 2023 net profit:
Legal reserve - - - - - - - - - - - - - - - -
Dividends - - - - - - - - - - - (17,860) - (17,860) (3,203) (21,063) Retained earnings - - - - - - - - - - - 141,288 (141,288) - - -
Recognition of share-based incentive plans - - - - - 477 - - - - - - - 477 - 477 Other changes - - (175) 175 - (82) - - - - - 2,485 - 2,403 - 2,403 Comprehensive result for the period Fair value cash flow hedging instruments - - - - - - - - - - - - - - - -
Actuarial gain (loss) - - - - - - - - - - - - - - - -
Tax on items booked in Other Comprehensive Income - - - - - - - - - - - - - - - -
Currency translation differences - - - - - - (15,164) - - - - - - (15,164) (111) (15,275) Net result for the period - - - - - - - - - - - - 18,732 18,732 1,595 20,327 Total comprehensive result for the period - - - - - - (15,164) - - - - - 18,732 3,568 1,484 5,052 Balance at June 30, 2025 62,461 155 2,304 (2,304) 12,492 767 (79,417) - (27,139) 8,421 4,450 282,228 18,732 283,150 11,002 294,152 Balance at December 31, 2025 62,461 155 2,065 (2,065) 12,492 1,029 (80,838) - (26,894) 8,297 4,450 283,221 10,274 274,647 12,348 286,995 Paid share capital increase - - - - - - - - - - - - - - - -
Allocation of 2024 net profit:
Legal reserve - - - - - - - - - - - - - - - -
Dividends - - - - - - - - - - - - - - (2,750) (2,750) Retained earnings - - - - - - - - - - - 10,274 (10,274) - - -
Recognition of share-based incentive plans - - - - - 477 - - - - - - - 477 - 477 Other changes - - (141) 141 - (88) - - - - - 2,780 - 2,692 368 3,060 Comprehensive result for the period Currency translation differences - - - - - - 5,881 - - - - - - 5,881 (16) 5,865 Net result for the period - - - - - - - - - - - - 18,667 18,667 1,369 20,036 Total comprehensive result for the period - - - - - - 5,881 - - - - - 18,667 24,548 1,353 25,901 Balance at June 30, 2026 62,461 155 1,924 (1,924) 12,492 1,418 (74,957) - (26,894) 8,297 4,450 296,274 18,667 302,364 11,319 313,683Attributable to the shareholders of the parent company
The ‟Explanatory and supplementary notes to the consolidated financial statements” are an integral part of these half -year condensed consolidated financial statements.
24 EXPLANATORY AND SUPPLEMENTARY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:
CONTENTS
Chapter Note no. Description
A GENERAL ASPECTS
1 Content and format of the consolidated financial statements 2 Consolidation principles and accounting policies
B SEGMENT INFORMATION
3 Operating segments
C NOTES ON THE MAIN ITEMS OF THE STATEMENT OF FINANCIAL POSITION
C1 ASSETS
4 Cash and cash equivalents 5 Other financial assets
6 Inventories
7 Trade and other receivables 8 Land, property, plant and equipment, other tangible fixed assets and rights of use 9 Intangible assets 10 Other financial assets 11 Financial receivables and other non -current receivables 12 Deferred tax assets and liabilities 13 Assets held for sale and liabilities directly related to assets held for sale
C2 LIABILITIES
14 Financial debts to banks, other financing creditors and other financial liabilities for derivatives 15 Trade payables, other payables and tax payables 16 Other current liabilities 17 Current provisions, Non -current provisions and Other payables 18 Share capital and reserves 19 Analysis of total financial indebtedness
D NOTES ON THE MAIN INCOME STATEMENT ITEMS: INCOME STATEMENT
20 Sales revenues 21 Seasonal nature of sales 22 Variable cost of sales 23 Manufacturing and R&D overheads 24 Depreciation and amortization 25 Distribution and sales fixed expenses 26 Administrative and general expenses 27 Personnel costs 28 Restructuring costs 29 Losses (gains) on disposal 30 Exchange (gains) losses 31 Other non -operating expenses (income) 32 Financial expenses (income), net 33 Losses (gains) from equity investments 34 Income taxes 35 Income (loss) from discontinued operations, net of tax effects 36 Dividends paid 37 Earnings per share (EPS)
E 38 RELATED PARTY TRANSACTIONS
F COMMITMENTS AND RISKS
39 Investment commitments 40 Guarantees given 41 Other risks 42 Contingent assets/liabilities 43 Atypical or unusual transactions 44 Subsequent events
G 45 FINANCIAL INSTRUMENTS
H GROUP COMPANIES
46 List of Group companies as of 30 June 2026
25
A) GENERAL ASPECTS
1. CONTENT AND FORMAT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
The half -year condensed Consolidated Financial Statements for the period 1 January
- 30 June 2026 have been prepared in accordance with International Financial Reporting Standards (‟IFRS”) issued by the International Accounting Standards Board (‟IASB”) and adopted by the European Union and have been prepared according to IAS 34 - ‟Interim Financial Reporting”, applying the same accounting policies used in the preparation of the Consolidated Financial Statements at 31 December 2025 except as provided by note no. 2 “Consolidation principles and accounting policies”. “IFRS” also means the International Accounting Standards (“IAS”) currently in force, as well as all of the interpretation documents issued by the International Financial Reporting Standards Interpretations Committee (“IFRS IC”, formerly “IFRIC”) previously called the Standing Interpretations Committee (“SIC”). To this end, the figures of the financial statements of the consolidated subsidiaries have been appropriately reclassified and adjusted.
As a partial exception to IAS 34 provisions, these half -year condensed consolidated financial statements provide detailed as opposed to condensed statements in order to provide a better and clearer overview of the changes that have taken place in the Company’s assets and liabilities, financial position and results during the half -year.
They also contain the disclosures required by IAS 34 with the explanatory and supplementary information considered useful for a clearer understanding of these half-year condensed consolidated financial statements.
The half -year condensed consolidated financial statements as at 30 June 2026 should be read in conjunction with the annual financial statements as at 31 December 2025.
With reference to IAS 1, the Board Directors confirm that, considering the economic forecasts, the capitalisation and the financial position of the Group, the same operates as a going concern.
The half -year condensed consolidated financial statements as at 30 June 2026 were approved and authorised for publication by the Board of Directors on 27 July 2026.
1.1 Format of the consolidated financial statements
The financial statements as at 30 June 2026 are consistent with those used for the annual report as at 31 December 2025.
The Income Statement also provides the following intermediate results in order to give a clearer understanding of the typical results of normal manufacturing activities, the financial side of the business and the impact of taxation:
- Contribution margin;
- EBIT (earnings before interest and tax);
- Result before taxes;
- Profit (loss) from operations;
- Net result before non -controlling interests;
- Profit (loss) of the Group.
26 1.2 Content of the half -year condensed consolidated financial statements
The half -year condensed consolidated financial statements for the six -month period ending 30 June 2026 include the Parent Company Sogefi S.p.A. and its controlled subsidiaries.
Section H of these notes gives a list of the companies included in the scope of consolidation and the percentages held.
These financial statements are presented in Euro and all figures are rounded up or down to the nearest thousand Euro, unless otherwise indicated.
Group companies prepare their financial statements in the local functional currency of the country concerned.
The functional currency of the Parent Company is the Euro and this is the presentation currency in which the half -year condensed consolidated financial statements are prepared and published.
The half -year condensed consolidated financial statements have been prepared according to the consolidation method on a line -by-line basis of the statements of Sogefi S.p.A., the Parent Company, and those of all Italian and foreign companies under its control.
During the year, the following changes in the scope of consolidation and events relating to investments in subsidiaries occurred:
- In May 2026, the subsidiary Sogefi Java Air & Cooling Private Limited approved a share capital increase of Eur 1,842 thousand (amount approved and fully paid in), subscribed by Sogefi and the minority shareholders in proportion to their respective ownership interests. This transaction resulted in an increase of Eur 368 thousand in Total Equity and Cash and Cash Equivalents.
Furthermore, it should be noted that the liquidation process of Allevard Springs Ltd, which commenced in 2024, was completed in June 2026.
1.3 Group composition
As required by IFRS 12, Group composition as at 30 June 2026 and 31 December 2025 was as follows:
27 June 30, 2026December 31,
2025
Air&Cooling Canada 1 1 France 2 2 Mexico 1 1 Romania 1 1 China (*) 2 2
USA 1 1
Suspensions France 2 2 Italy 2 2 Great Britain 1 2 Germany 1 1 The Netherlands 1 1 Romania 1 1 Brazil 1 1 Argentina 1 1 Sogefi Gestion S.A.S. France 1 1
TOTAL 19 20
(*) This subsidiary works also for Suspensions business unit.Business Unit RegionWholly-owned consolidated
subsidiaries
June 30, 2026December 31,
2025
Air&Cooling India 1 1 Suspensions France 1 1 Spain 1 1 India 1 1 TOTAL 4 4Business Unit RegionNon-wholly-owned consolidated
subsidiaries
28 2. CONSOLIDATION PRINCIPLES AND ACCOUNTING POLICIES
The consolidation and accounting policies applied in preparing the condensed consolidated financial statements for the six -month period ended 30 June 2026 are consistent with those used for the annual financial statements as of 31 December 2025 to which the reader should refer.
Business combinations
Business combinations are recognised under the acquisition method. According to this method, the consideration transferred to a business combination is measured at fair value calculated as the aggregate of the acquisition -date fair value of the assets transferred and liabilities assumed by the Group and of the equity instruments issued in exchange for the control of the acquired entity. Incidental transaction costs are generally recognised in the income statement when they are incurred.
On the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition -date fair value; the following items represent exception to the above and are valued according to their reference principle:
o deferred tax assets and liabilities;
o assets and liabilities relating to employee benefits;
o liabilities or equity instruments relating to share -based payments of the acquired entity or share -based payments relating to the Group, issued as a replacement of contracts of the acquired entity;
o assets held for sale and discontinued assets and liabilities.
Goodwill is measured as the surplus between the sum of the consideration transferred to the business combination, the value of non -controlling interests and the fair value of previously -held equity interest in the acquiree with respect to the fair value of the net assets transferred and liabilities assumed as at the acquisition -date. If the fair value of the net assets transferred and liabilities assumed as at the acquisition -date exceeds the sum of the consideration transferred, the value of non -controlling interests and the fair value of the previously -held equity interest in the acquiree, said surplus is immediately booked to the Income Statement as gain resulting from said transaction.
The share of non -controlling interests as at the acquisition -date may be measured at fair value or as a proportion of the value of net assets in the acquiree. The measurement method adopted is decided on a transaction -by-transaction basis.
Non-current assets held for sale and discontinued operations
Non-current assets and current and non -current assets and liabilities of groups being discontinued are classified as held for sale, if their carrying amount will be recovered mainly through sale, rather than through continued use. This condition occurs when the sale is highly probable and the business or group being discontinued is available for immediate sale in its current condition. When there is a plan to sell a subsidiary that results in the loss of control, all of the assets and liabilities of that investee are classified as held for sale, regardless of whether or not an ownership interest is retained after the sale. Non -current assets held for sale, current and non -current assets of groups being discontinued and directly associated liabilities are recognised in the balance sheet separately from the company ’s other assets and liabilities.
Immediately prior to classification as held for sale, non -current assets and/or assets and liabilities referred to a group being discontinued are measured in accordance
29 with the accounting principles applicable to them. Subsequently, non -current assets held for sale are not depreciated/amortised and are measured at the lower of their carrying value and their fair value less costs of sale. Any difference between the carrying amount of non -current assets and the fair value less costs of sale is recognised in the income statement as a write -down; any subsequent reversals are recognised to the extent of previously recognised write -downs, including those recognised prior to the asset being classified as held for sale. Non -current assets classified as held for sale and groups being discontinued are considered discontinued operations if, alternatively: ( i) they represent a significant stand -alone line of business or a significant geographical area of operations; (ii) they are part of a plan to dispose of a significant stand -alone line of business or a significant geographical area of operations; or (iii) they are a subsidiary acquired exclusively for the purpose of its sale. The results of discontinued operations, as well as any gain/loss realised on disposal, are posted separately in the income statement in a separate item, net of related tax effects; the economic values of discontinued operations are restated also for the periods considered for comparison. When events occur that no longer allow non-current assets or groups being discontinued to be classified as held for sale, they are reclassified to the respective balance sheet items and recognised at the lower of:
(i) the carrying amount at the date of classification as held for sale, adjusted for depreciation, amortization, write -downs and write -ups that would have been recognised had the assets or group being discontinued not been classified as held for sale; and (ii) the recoverable amount at the date of reclassification. Similarly, if the transfer plan is discontinued, the restatement of values from the time of classification as held for sale/discontinued operations also affects equity investments, or their shares, previously classified as held for sale/discontinued operations.
Critical estimates and assumptions
The preparation of the half -year condensed consolidated financial statements requires Directors to make estimates and assumptions, which affect the values of revenues, costs, assets and liabilities and the information regarding potential assets and liabilities as at the date of the interim condensed financial statements. If in the future said estimates and assumptions, which are based on the best estimates of the Directors, should change due to actual circumstances, they will be adjusted accordingly in the period in which said circumstances change.
It should also be noted that some measurement processes, in particular the more complex ones, such as the calculation of any impairment of non -current assets, are generally fully made only when the annual financial statements are prepared, when all of the information that may be required is available, with the exception of the cases in which there are impairment indicators that require the performance of an impairment test.
The main items subjected to such assessments are as follows:
• goodwill (Euro 47,047 thousand as at 30 June 2026): at 30 June 2026, the Group conducted an analysis to verify the presence of any impairment indicators, taking into consideration the outcome of the analysis conducted at 31 December 2025. The operating results of the business units in the first half of 2026 did not show significant deviations from the trends set out in the 2026 budget, in the 2026 -2029 strategic plan, as approved by the Board of Directors on 15 December 2025 and 26 January 2026 respectively which at present represent the best estimate of the CGUs' cash generation expectations.
Taking into account:
30 - the differences existing between the value in use and the book value of the CGUs as at 31 December 2025,
- the market rate trend as at 30 June 2026,
- the results for the first half of 2026 and unchanged long -term growth
forecasts,
- the absence of other impairment indicators, the results of the impairment tests performed with reference to the consolidated financial statements as at 31 December 2025, to which reference is made, can be reasonably confirmed for the half -year condensed consolidated financial statements as at 30 June 2026;
• recoverability of deferred tax assets on tax losses (Euro 5,215 thousand as at 30 June 2026), recognised to ‟Deferred tax assets”: as at 30 June 2026, deferred tax assets on tax losses incurred during the current and previous years (mainly referred to the subsidiaries Sogefi HD Suspensions Germany GmbH, Sogefi Engine Systems Mexico S. de R.L. de C.V. and Sogefi Air & Cooling USA Inc.) were accounted for to the extent that it is probable that taxable income will be available in the future against which they can be utilised. Such probability is also determined based on the fact that such losses have originated mainly under extraordinary circumstances that are unlikely to occur again in the future and that the same could be recovered throughout an unlimited or long -term time frame;
• pension plans (Euro 9,548 thousand as of 30 June 2026 of which Euro 9,064 thousand recognized under “Non -current provisions” and Euro 484 thousand recognized under “Liabilities related to assets held for sale” ): actuaries who offer their consulting services to the Group use different statistic assumptions in order to anticipate future events for the purpose of estimating pension plan expenses, liabilities and assets. Such assumptions concern discount rate, expected return on pension plan assets (this particular assumption concerns nearly exclusively British pension funds), future wage inflation rates, mortality and turnover rates;
31 Adoption of new accounting standards
IFRS accounting standards, amendments and interpretations applicable since 1
January 2026
The following IFRS accounting standards, amendments and interpretations were first adopted by the Group as from 1 January 2026:
• Amendment to IFRS 9 and IFRS 7: “ Classification and Measurement of Financial Instruments ” (issued on 30 May 2024).
• Annual improvements to IFRS Accounting Standards – Volume 11 (issued on 18 July 2024).
• Amendment to IFRS 9 and IFRS 7: “ Contracts Referencing Nature -
dependent Electricity ” (issued on 18 December 2024).
IFRS and IFRIC accounting standards, amendments and interpretations approved by the European Union but not yet mandatory applicable and not early adopted by the Group as at 30 June 2026
The Group has not early adopted the following standard, which has been endorsed by the European Union but is not yet mandatory:
• IFRS 18: “ Presentation and Disclosure in Financial Statements ” (issued on 9 April 2024). These amendments are to be applied for financial periods beginning on 1 January 2027. For more details, please refer to the section below, IFRS18.
IFRS and IFRIC accounting standards, amendments and interpretations not yet endorsed by the European Union
The European Union has not yet completed its endorsement process for the standards and amendments below reported at the date of these Financial Statements. The Directors are evaluating the possible effects of applying these amendments to the Group’s Consolidated Financial Statements:
• IFRS 19: “Subsidiaries without Public Accountability: Disclosures” (issued on 9 May 2024). These amendments are to be applied for financial periods beginning on 1 January 2027.
• Amendments to IAS 21: “ The Effects of Changes in Foreign Exchange Rates:
Translation to a Hyperinflationary Presentation Currency ” (issued on 13 November 2025). These amendments are to be applied for financial periods beginning on 1 January 2027.
• Amendment to IFRS 19: “ Subsidiaries without Public Accountability:
Disclosures ” (issued on 21 August 2025). These amendments are to be applied for financial periods beginning on 1 January 2027.
• Amendments to IAS 28: “ Fair Value Option for Investments in Associates and Joint Ventures ” (issued on 26 June 2026). The amendments apply on first adoption of IFRS 18.
• IFRS 20: “ Regulatory Assets and Regulatory Liabilities ” (issued on 27 May 2026). These amendments are to be applied for financial periods beginning on 1 January 2029.
32 Accounting standards issued but not yet in force: IFRS 18
In April 2024, the IASB issued the international accounting standard IFRS 18 “Presentation and Disclosure in Financial Statements ”, which was subsequently adopted by the European Union and will replace IAS 1 “ Presentation of Financial Statements ”.
The new standard will be mandatory for financial years beginning on or after 1 January 2027. The Group does not intend to proceed with early adoption.
IFRS 18 introduces new requirements regarding the presentation and disclosure of financial statements, with particular reference to the structure of the income statement, the introduction of specific mandatory subtotals, information on performance measures defined by management ( Management Performance Measures – MPM) and the criteria for aggregating and disaggregating financial information.
The Group has launched a project to assess the impacts of adopting the standard and is analysing the effects on the primary financial statements, the notes to the financial statements and the new calculation of performance indicators, as well as the effects on reporting processes and the internal control system.
Based on the preliminary assessments carried out, no impact is expected on the criteria for recognising and measuring assets and liabilities, nor on the Group’s equity or profit or loss; however, changes are expected to the presentation of information in the main financial statements and in the notes to the financial statements.
The main impacts currently anticipated as a result of the future adoption of IFRS 18 are set out below. These assessments are preliminary in nature and may differ from the effects that will be recognised on the date of first application of the standard, as the implementation plan has not yet been finalised, including the work to adapt reporting processes, information systems and the internal control system.
Furthermore, the conclusions reached may need to be updated in the light of any further interpretative clarifications, application guidance or instructions that may be issued before the date of first application of the standard.
Structure of the income statement IFRS 18 requires entities to classify all revenue and expense items into the following five categories in the statement of profit or loss for the year: operating revenue and expenses, investments, financing, discontinued operations and income tax. The classification of revenue and costs reflects the entity’s core business activities. The Group has determined that it does not carry out any specific core business activity consisting of investing in assets and/or providing loans to customers. The adoption of IFRS 18 will not affect the Group’s profit for the year or its equity. However, the Group will be required to include two new subtotals in the statement of profit/(loss) for the year: ‟operating profit/(loss )“ and ‟profit/(loss) before financing and income tax“. The subtotal for operating profit/(loss) differs from the corresponding subtotal currently reported by the Group. Based on the information currently available, the Group anticipates changes to the current structure of the statement of profit/(loss) for the year arising from the following factors:
• Interest income and interest expense are generally included in financial income and financial expenses in accordance with the current accounting standard. IFRS 18 provides specific guidance on income and expenses classified in the ‟investing” and ‟financing” categories:
33 ➢ Interest income on certain financial assets held by the Group (e.g. on cash and cash equivalents) will be classified and presented under the ‟investing” category.
➢ Interest expense on certain liabilities will continue to be classified and presented under the ‟financing” category (e.g. financial liabilities not measured at FVTPL).
• The exchange differences generated by opening and closing statements of financial position are currently booked to “Exchange differences”. In accordance with IFRS 18, exchange differences must be presented in the same category as the income and expenses that gave rise to them. The Group has determined that exchange rate differences should be classified under the categories ‟operating income and expenses”, ‟investments” and ‟financing”.
In accordance with IFRS 18, operating costs are classified and presented by nature, by function or using a combination of both. The Group is currently determining the most appropriate method of classification and presentation in order to provide the most useful structured overview of operating costs.
Aggregation and disaggregation methods IFRS 18 sets out more stringent principles for the aggregation and disaggregation of information in the financial statements and introduces guidelines for determining and describing the items presented in the primary financial statements and in the notes.
The Group is currently assessing whether to group items according to their characteristics and, following this assessment, will present items in the primary financial statements that provide a useful structured overview and will provide further relevant information in the notes. Furthermore, the Group is reviewing the items currently classified under the heading ‟ other“ in order to identify headings that are more relevant to the content of those items.
Performance indicators defined by management The performance indicators defined by management are subtotals of income and costs, used in public communications other than the financial statements, which convey users of the financial statements the management’s perspective on an aspect of the entity financial performance as a whole . The Group will be required to provide specific information on the performance metrics in a single note to the financial statements.
Other impacts
IFRS 18 introduces amendments to IAS 7, requiring entities to use the new ‟operating profit” subtotal as the starting point for the cash flow statement prepared using the indirect method, rather than the current ‟profit/loss for the period”. Some adjustment items included in the reconciliation will change as a result of the new opening subtotal.
Specific guidelines have also been introduced regarding the classification of cash flows relating to interest and dividends. The Group will classify cash flows from interest paid as financing activities rather than as operating activities. Cash flows from interest and dividends received, and dividends paid will continue to be classified as investing activities and financing activities respectively.
34 Exchange rates
The following exchange rates have been used for translation purposes:
2025
Average 06.30 Average 06.30 12.31 US dollar 1.1670 1.1394 1.0930 1.1720 1.1750 Pound sterling 0.8673 0.8618 0.8423 0.8555 0.8726 Brazilian real 6.0118 5.9003 6.2909 6.4384 6.4364 Argentine peso 1687.3239 1687.3239 1391.4393 1391.4393 1707.5606 Chinese renminbi 8.0096 7.7314 7.9258 8.3970 8.2262 Indian rupee 108.5776 107.8565 94.0734 100.5605 105.5965 New romanian Leu 5.1422 5.2439 5.0040 5.0785 5.0968 Canadian dollar 1.6075 1.6220 1.5403 1.6027 1.6088 Mexican peso 20.3749 19.9030 21.8103 22.0899 21.1180 Moroccan dirham 10.7759 10.6970 10.4603 10.5820 10.71401st half 2026 1st half 2025
B) SEGMENT INFORMATION
3. OPERATING SEGMENTS
In compliance with the provisions of IFRS 8, the following information is provided by operating segments (business segments).
The operating segments and performance indicators have been determined on the basis of the reports used by corporate management to take strategic decisions.
Business segments
With regard to the business segments, disclosures concerning the two business units are as follows: Suspensions, and Air and Cooling. Figures for the Parent Company Sogefi S.p.A. and the subsidiary Sogefi Gestion S.A.S. are also provided for the purpose of reconciliation with consolidated values. For further details, please refer to note 38 ‟Related party transactions”.
The tables below provide the income statement and statement of financial position figures of the Group for the first half of 2026 and 2025:
35 (in thousands of Euro)
Air &
CoolingSuspensions Sogefi SpA
/ Sogefi
Gestion
S.A.S.Adjustments Sogefi
Group
consolida-
tion
TOTAL REVENUES 233,599 259,297 8,709 (9,082) 492,523
RESULTS
EBIT 19,447 16,008 (1,349) (1,599) 32,507
Financial expenses, net (4,563) Result before taxes 27,944 Income taxes (8,967)
NET INCOME (LOSS) OF
OPERATING ACTIVITIES 18,977
Net income (loss) from discontinued operations 1,059
NET RESULT INCLUDED
THIRD PARTY SHARE 20,036
Profit (loss) from third
parties (1,369)
GROUP NET RESULT 18,667
ASSETS
Segment assets 303,801 441,627 425,760 (492,249) 678,939 Unallocated assets - - - 50,734 50,734
TOTAL ASSETS 303,801 441,627 425,760 (441,515) 729,673
LIABILITIES
Segment liabilities 174,533 229,543 107,766 (95,853) 415,989
TOTAL LIABILITIES 174,533 229,543 107,766 (95,853) 415,989
OTHER INFORMATION
Increase in tangible and intangible fixed assets 19,031 10,413 113 (629) 28,928
Depreciation, amortization
and writedowns 18,927 16,898 537 669 37,031 June 30, 2026
STATEMENT OF FINANCIAL POSITION
36 (in thousands of Euro)
Air &
CoolingSuspensions Sogefi SpA
/ Sogefi
Gestion
S.A.S.Adjustments Sogefi
Group
consolida-
tion
TOTAL REVENUES 232,386 261,739 8,374 (7,709) 494,790
RESULTS
EBIT 21,323 13,921 (2,434) (1,149) 31,661
Financial expenses, net (5,699) Result before taxes 25,962 Income taxes (6,949)
NET INCOME (LOSS) OF
OPERATING ACTIVITIES 19,013
Net income (loss) from discontinued operations 1,314
NET RESULT INCLUDED
THIRD PARTY SHARE 20,327
Profit (loss) from third
parties (1,595)
GROUP NET RESULT 18,732
ASSETS
Segment assets 340,918 431,952 441,238 (538,807) 675,301 Unallocated assets - - - 49,835 49,835
TOTAL ASSETS 340,918 431,952 441,238 (488,972) 725,136
LIABILITIES
Segment liabilities 190,998 222,064 162,450 (144,529) 430,983
TOTAL LIABILITIES 190,998 222,064 162,450 (144,529) 430,983
OTHER INFORMATION
Increase in tangible and intangible fixed assets 22,133 11,734 12 - 33,879
Depreciation, amortization
and writedowns 18,727 16,182 554 664 36,127 June 30, 2025
STATEMENT OF FINANCIAL POSITION
Adjustments to ‟Intersegment sales” mainly refer to services provided by the Parent Company Sogefi S.p.A. and by subsidiary Sogefi Gestion S.A.S. to other Group companies (see note 38 for further details on the nature of the services provided).
This item also includes intersegment sales between the business units. Intersegment transactions are conducted according to the Group's transfer pricing policy.
In the Statement of Financial Position, the adjustments to the item ‟Segment assets” refer to the consolidation entry of investments in subsidiaries and intercompany receivables.
Adjustments to “Unallocated assets” mainly include the goodwill and the fixed assets revaluations resulting from the acquisitions of: the Allevard Ressorts Automobile Group, Sogefi Rejna S.p.A., the Systemes Moteurs Group and the company ATN Molds & Parts S.A.S..
‟Depreciation, amortization and writedowns ” include revaluation of tangible and intangible fixed assets of Euro 61 thousand for the Suspensions business unit.
37 Information on the main customers
Revenues from sales to third parties as of 30 June 2026 accounting for over 10% of Group revenues are shown in the following table:
(in thousands of Euro) Group BU Air & Cooling BU Suspensions Amount %Amount Amount Stellantis 115.287 23,4 58.422 56.865
GM 64.326 13,1 59.497 4.829
Daimler 52.815 10,7 3.219 49.596 Ford 49.474 10,0 40.095 9.379June 30, 2026
Group
Information on geographic areas
The breakdown of revenues by geographical area is analysed in note 20 ‟Sales Revenues”.
The following table shows a breakdown of total assets by geographical area:
(in thousands of Euro) Europe South America North America Asia AdjustmentsSogefi Group
consolidation
TOTAL ASSETS 941,541 54,662 109,716 124,979 (524,179) 706,719
(in thousands of Euro) Europe South America North America Asia AdjustmentsSogefi Group
consolidation
TOTAL ASSETS 955,828 55,336 130,047 123,247 (534,785) 729,673December 31, 2025 June 30, 2026
38 C) NOTES ON THE MAIN INCOME STATEMENT ITEMS: STATEMENT OF
FINANCIAL POSITION
C 1) ASSETS
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents amount to Euro 44,397 thousand compared to Euro 54,435 thousand as of 31 December 2025 and break down as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Short-term cash investments 44,397 54,435
TOTAL 44,397 54,435
Bank deposits earn interest at a floating rate.
For further details on changes in the various components of the net financial position, please see note 19.
As of 30 June 2026, the Group has unused lines of credit for the amount of Euro 188,179 thousand. These funds are available for use on demand, because the conditions required for their availability are met.
5. OTHER FINANCIAL ASSETS
‟Other financial assets” can be broken down as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Other current financial assets valued atamortized costs 1,071 1,554 Financial receivables 5,648 6,005
TOTAL 6,719 7,559
The item “Other current financial assets valued at amortized cost” amounted to Euro 1,071 thousand and refers to investments made by the Argentine subsidiary Sogefi Suspension Argentina S.A. in dollar -linked bond instruments to mitigate the effects of the devaluation of the local currency.
Financial receivables mainly refer to financial instruments issued by leading Chinese banks, at the request of some customers, as payment for supplies made by the Chinese subsidiaries.
39
6. INVENTORIES
The breakdown of inventories is as follows:
(in thousands of Euro)
GrossWrite-
downs Net GrossWrite-
downs Net
Raw, ancillary and consumable materials 54,130 3,831 50,299 50,512 3,820 46,692 Work in progress and semi-
finished products 15,534 612 14,922 14,251 673 13,578 Finished goods and goods for resale 21,525 2,720 18,805 27,153 3,142 24,011 TOTAL 91,189 7,163 84,026 91,916 7,635 84,281June 30, 2026 December 31, 2025
The net value of inventories was Euro 84,026 thousand, down by Euro 255 thousand compared to 31 December 2025. For comparative purposes, excluding the reclassification of “ Precision Springs ” inventories as of 31 December 2025 to “Assets held for sale” amounting to Euro 3,820 thousand, and excluding the positive foreign exchange effect of Euro 947 thousand, this line item would have increased by Euro 2,6 18 thousand compared with 31 December 2025.
7. TRADE AND OTHER RECEIVABLES
Current receivables break down as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Trade receivables 89,978 78,488
of which:
Due to Parent Company 922 2,794 Trade receivables 92,748 78,977 Less: Allowance for bad debts (3,692) (3,283) Trade receivables, net 89,056 75,694 Tax receivables 21,260 22,120 Other receivables 7,321 4,108 Other assets 4,316 2,095
TOTAL 122,875 106,811
“Trade and other receivables” amounted to Euro 122,875 thousand as at 30 June 2026, compared to Euro 106,811 thousand as at 31 December 2025 (the value as at 31 December 2025 of “Trade and other receivables” of “Precision Springs ”, reclassified to the item “Assets held for sale” as at 30 June 2026, was Euro 4,493 thousand).
“Trade receivables, net” amounted to Euro 89,056 thousand compared to Euro 75,694 thousand as at 31 December 2025. The increase is mainly attributable to the trend in turnover in the second quarter of 2026 compared with the fourth quarter of 2025, as well as a positive exchange rate effect of Euro 2,030 thousand.
As at 30 June 2026, the Group factored trade receivables for Euro 51,125 thousand (Euro 44,412 thousand as at 31 December 2025), including an amount of Euro 42,699 thousand which was not notified (Euro 38,005 thousand as at 31 December 2025) and for which the Group continues to manage collection services. The risks
40 and benefits related to these receivables have been transferred to the factor; therefore these receivables have been derecognised in the Consolidated Statement of Financial Position debiting the consideration received from the factoring company.
Any collections received under collection mandates and not yet remitted to the factoring company at the end of the reporting period due to timing constraints are presented within financial liabilities, with no impact on Net Financial Position.
‟Due from Parent Company” includes net receivables resulting from the participation in the Group tax filing system, due to Italian companies from the Parent Company CIR S.p.A.. Outstanding receivables as at 31 December 2025 were fully collected in the first half -year 2026. For further details, please refer to note 38.
‟Tax receivables ” include tax credits due to Group companies by the tax authorities of various countries for direct and indirect taxation.
It does not include deferred tax assets which are treated separately.
‟Other receivables” break down as in the following table:
(in thousands of Euro) June 30, 2026 December 31, 2025 Amounts due from social security institutions 115 117 Advances to suppliers 1,817 2,124 Due from others 5,389 1,867
TOTAL 7,321 4,108
The item ‟Due from others” amounted to Euro 5,389 thousand, compared to Euro 1,867 thousand, and comprises receivables of various kinds, including receivables relating to insurance claims.
‟Other assets” mainly consist of accrued income and prepayments on insurance premiums and indirect taxes on buildings.
The increase in this item is seasonal and it is mainly due to the prepaid insurance policies, the indirect taxes on buildings, and the IT maintenance fees paid in the first few months of the year but relative to the year as a whole.
41
8. LAND, PROPERTY, PLANT AND EQUIPMENT, OTHER TANGIBLE FIXED
ASSETS AND RIGHTS OF USE
The net carrying amount of tangible fixed assets as of 30 June 2026 amounted to Euro 319,790 thousand versus Euro 321,891 thousand at the end of the previous year and breaks down as follows:
(in thousands of Euro) Property, plant and equipment
Land Buildings,
plant and
machinery,
commercial
and
industrial
equipmentAssets
under
constructio
n and
payments
on accountOther
tangible
fixed
assetsTooling Tooling
under
constructionRight of
use /
finance
leases IAS
17TOTAL
Balance at December 31, 2025 Historical cost 4,131 674,628 39,611 22,118 170,657 33,342 75,320 1,019,807 Accumulated depreciation 444 496,428 958 18,375 138,173 1,944 41,594 697,916 Net value 3,687 178,200 38,653 3,743 32,484 31,398 33,726 321,891 Additions of the period - 1,823 11,608 290 576 9,816 9,429 33,542 Disposals/reductions during the period - (6) - - - - (179) (185) Exchange differences 13 2,563 73 52 395 390 375 3,861 Depreciation for the period - (16,802) - (784) (9,254) - (4,265) (31,105) (Writedowns)/revaluations during the period - - - (3) - - - (3) Reclassification to non-current assets held for sale (1,333) (6,117) (1,257) (215) (74) - (98) (9,094) Other changes - 10,109 (10,510) 1,273 15,257 (15,557) 311 883 Balance at June 30, 2026 2,367 169,770 38,567 4,356 39,384 26,047 39,299 319,790 Historical cost 2,811 650,367 38,897 21,401 187,370 28,041 84,646 1,013,533 Accumulated depreciation 444 480,597 330 17,045 147,986 1,994 45,347 693,743 Net value 2,367 169,770 38,567 4,356 39,384 26,047 39,299 319,790
Investments during the period amounted to Euro 33,542 thousand; of which Euro 10,392 thousand related to tooling, Euro 9,429 thousand related to rights of use, and Euro 13,721 thousand related to other investments.
Other investments include Euro 4,950 thousand for the development of new products (of which Euro 3,193 thousand for the development of new electrical products in the Air & Cooling business unit), Euro 2,835 thousand for the improvement of production efficiency, and Euro 5,936 thousand for miscellaneous investments, including investments to increase production capacity, replace machinery, and investments in health and safety.
Disinvestments for the period amounted to Euro 185 thousand and for Euro 179 thousand refer to the category “Rights of use” for the early termination of lease agreements.
Depreciation and amortisation for the period amounted to Euro 31,105 thousand: of these, Euro 30,436 thousand are recorded in the specific item of the Income Statement and Euro 669 thousand in the item “Income (loss) from discontinued operations, net of tax effects” (please refer to Note 35 for further details).
Impairment losses less reversals are booked to “Other non -operating expenses (income)”.
The item “Reclassification to non -current assets held for sale” comprises the balance sheet balances at 30 June 2026 relating to “Precision Springs ”, for which a sale
42 agreement has been concluded and which is due to be finalised by the end of July 2026 (for further details, please refer to Note 35).
“Other changes” mainly refer to the completion of projects that were under way at the end of the previous year and their reclassification under the pertinent items.
The item also includes the revaluation of the tangible fixed assets of the Argentine subsidiary Sogefi Suspension Argentina S.A. as a result of the application of IAS 29.
Guarantees
For information on the guarantees, see note 40 ‟Guarantees given”.
Purchase commitments
For information on commitments, please refer to note 40 ‟Guarantees given”.
Rights of use
The net carrying amount of rights of use as of 30 June 2026 amounted to Euro 39,299 thousand versus Euro 33,726 thousand at 31 December 2025 and breaks down as follows:
(in thousands of Euro)
Industrial
BuildingsOther
buildingsPlant and
machinaryCommercial
and
industrial
equipmentOther
assetsTOTAL
Balance at December 31, 2025 Historical cost 61,566 3,870 110 15 9,759 75,320 Accumulated depreciation 33,732 2,599 34 5 5,224 41,594 Net value 27,834 1,271 76 10 4,535 33,726 Additions of the period 7,458 2 - 9 1,960 9,429 Disposals during the period - - - - (179) (179) Exchange differences 367 1 - - 7 375 Depreciation for the period (2,918) (232) (11) (2) (1,102) (4,265) Reclassification to non-current assets held for sale - - - - (98) (98) Other changes 235 - (45) - 121 311 Balance at June 30, 2026 32,976 1,042 20 17 5,244 39,299 Historical cost 70,349 3,919 65 24 10,289 84,646 Accumulated depreciation 37,373 2,877 45 7 5,045 45,347 Net value 32,976 1,042 20 17 5,244 39,299
Increases for the period amounted to Euro 9,429 thousand and are largely attributable to the subsidiar y Sogefi Air & Cooling Canada Corp. for the renewal of a significant lease agreement .
Depreciation and amortisation for the period amounted to Euro 4,265 thousand: of these, Euro 4,204 thousand are recorded in the specific item of the Income Statement and Euro 61 thousand in the item “Income (loss) from discontinued operations, net of tax effects” (please refer to Note 35 for further details).
43
9. INTANGIBLE ASSETS
At 30 June 2026 intangible assets amount to Euro 101,830 thousand against Euro 101,311 thousand at the end of the previous year and break down as follows:
(in thousands of Euro)
Develop-
ment
costsIndustrial
patents and
intellectual
property
rights,
concessions
licences and
trademarksOther, assets
under
construction
and
payments on
account Customer
RelationshipTrade name
Systemes
MoteursGoodwill TOTAL
Balance at December 31, 2025 Historical cost 147,131 51,363 8,899 20,488 8,437 61,405 297,723 Accumulated amortization 109,078 47,714 4,668 14,330 6,264 14,358 196,412 Net value 38,053 3,649 4,231 6,158 2,173 47,047 101,311 Balance at December 31, 2025 38,053 3,649 4,231 6,158 2,173 47,047 101,311 Additions of the period 3,846 3 2,040 - - - 5,889 Exchange differences 423 42 25 - - - 490 (Writedowns) / revaluations during the period (5,605) (247) (77) (217) (527) - (6,673) (Writedowns)/revaluations during the period 64 - - - - - 64 Reclassification to non-current assets held for sale - (1) (44) - - - (45) Other changes 741 1 52 - (0) - 794 Balance at June 30, 2026 37,522 3,447 6,227 5,941 1,646 47,047 101,830 Historical cost 153,907 50,128 9,772 20,488 8,437 61,405 304,136 Accumulated amortization 116,385 46,681 3,545 14,547 6,790 14,358 202,306 Net value 37,522 3,447 6,227 5,941 1,646 47,047 101,830
Investments in the half year amounted to Euro 5,889 thousand.
The increases in ‟Development costs” for the amount of Euro 3,846 thousand refer to the capitalisation of costs incurred by Group companies to develop new products in collaboration with leading motor vehicle manufacturers (after obtaining the nomination letter from the customer). The most significant investments refer to the subsidiaries Sogefi Air & Cooling Canada Corp. and Sogefi (Suzhou) Auto Parts Co., Ltd.
Increases in ‟Other, assets under construction and payments on account”, for the amount of Euro 2,040 thousand, refer mainly to a large number of investments in the development and implementation of the new products not yet flowed into production, as well as to investments in development costs. Of these, the most significant ones were recognised for the subsidiaries Sogefi Air & Cooling S.A.S. and S.C. Sogefi Air & Cooling S.r.l..
Depreciation and amortisation for the period amounted to Euro 6,673 thousand: of these, Euro 6,656 thousand are recorded in the specific item of the Income Statement and Euro 17 thousand in the item “Income (loss) from discontinued operations, net of tax effects” (please refer to Note 35 for further details).
‟Writedowns/revaluations during the period” totalled Euro 64 thousand and mainly relates to writeups of research and development projects.
There are no intangible assets with an indefinite useful life except for goodwill.
The goodwill of CGU “Air & Cooling” amounts to Euro 35,039 thousand; and the goodwill of C.G.U. ‟Car Suspension” amounts to Euro 12,007 thousand.
44 As at 30 June 2026, the Group conducted an analysis to verify the presence of any impairment indicators, taking into consideration the outcome of the analysis conducted at 31 December 2025. The performance of the business units' operating results in the first half of 2026 does not show any significant deviations from the trends projected in the 2026 budget and in the 2026 -2029 strategic plan, approv ed by the Board of Directors on 15 December 2025 and 26 January 2026 respectively, which currently represent the best estimate of the CGUs' cash generation expectations.
Taking into account:
- the differences existing between the value in use and the book value of the CGUs as at 31 December 2025,
- the market rate trend as at 30 June 2026,
- the results for the first half of 2026 and unchanged long -term growth forecasts,
- the absence of other impairment indicators, the results of the impairment tests performed with reference to the consolidated financial statements as at 31 December 2025, to which reference is made, can be reasonably confirmed for the half -year condensed consolidated financial statements as at 30 June 2026.
10. OTHER FINANCIAL ASSETS
As at 30 June 2026, they amounted to Euro 504 thousand, compared with Euro 662 thousand at December 2025.
(in thousands of Euro) June 30, 2026 December 31, 2025 Other financial assets available for sale 3 3 Other financial assets valued at amortized cost 501 659
TOTAL 504 662
The item ‟Other financial assets valued at amortized cost” amounted to Euro 501 thousand and refers to investments made by the Argentine subsidiary Sogefi Suspension Argentina S.A. in dollar -linked bond instruments to mitigate the effects of the devaluation of the local currency.
11. FINANCIAL RECEIVABLES AND OTHER NON -CURRENT RECEIVABLES
The item “Other receivables” amounted to Euro 3,561 thousand (Euro 4,076 thousand as at 31 December 2025) and includes tax credits relating to the research and development activities of the French subsidiaries, other tax credits and non -
interest bearing guarantee deposits for leased properties.
12. DEFERRED TAX ASSETS AND LIABILITIES
The net balance of deferred tax assets and deferred tax liabilities as at 30 June 2026 can be broken down as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Deferred tax assets 24,711 25,693 Deferred tax liabilities (16,809) (17,081)
TOTAL 7,902 8,612
45 As at 30 June 2026, deferred tax assets amount to Euro 24,711 thousand compared to Euro 25,693 thousand as at 31 December 2025.
This amount mainly relates to the expected benefits on deductible temporary differences, booked to the extent that it is likely to be recovered.
As at 30 June 2026, Deferred tax assets for tax losses amount to Euro 5,215 thousand (Euro 5,002 thousand as at 31 December 2025), and mainly refer to subsidiaries Sogefi HD Suspensions Germany GmbH ( Euro 2,343 thousand, unchanged from 31 December 2025), Sogefi Engine Systems Mexico S. de R.L. de C.V. (Euro 2,216 thousand compared to Euro 2,149 thousand as at 31 December 2025), and Sogefi Air & Cooling USA, Inc. (Euro 656 thousand, compared to Euro 510 thousand as at 31 December 2025). These taxes were recognised because it is believed to be probable that taxable income will be available in the future against which such tax losses can be utilised. Such probability is determined based on the fact that losses have originated under extraordinary circumstances that are unlikely to occur again, such as restructuring plans currently under way or occurred in the past.
Losses of the German subsidiary can be carried forward indefinitely to cover possible future profits; with reference to the amount that can be used annually, there is no limitation on the use of losses carried forward of less than Euro 1 million, while there is an annual limit of 70% of income for losses above this threshold. The losses of the Mexican subsidiary can be carried forward within a ten -year limit, but there are no limitations on their use. Losses of the US subsidiary referred to federal tax can be carried forward indefinitely, but the amount that can be used is limited to 80% of income; with reference to Michigan state tax, losses can be carried forward for 10 years, but there are no limitations on their use.
As at 30 June 2026, deferred tax liabilities amount to Euro 16,809 thousand compared to Euro 17,081 thousand as at 31 December 2025.
This amount relates to the expected taxation on taxable temporary differences.
13. ASSETS HELD FOR SALE AND LIABILITIES DIRECTLY RELATED TO
ASSETS HELD FOR SALE
As of 30 June 2026, “Assets held for sale” amounted to Euro 21,260 thousand, while “Liabilities related to assets held for sale” amounted to Euro 6,400 thousand. These amounts relate to the “ Precision Springs ” business, part of the Suspensions Division, whose disposal is expected to be completed by the end of July 2026 . For further details, please refer to note 35. “Income (loss) from discontinued operations, net of tax effects”.
46
C 2) LIABILITIES
14. FINANCIAL DEBTS TO BANKS, OTHER FINANCING CREDITORS AND
OTHER FINANCIAL LIABILITIES FOR DERIVATIVES
These break down as follows:
Current portion
(in thousands of Euro) June 30, 2026 December 31, 2025 Bank overdrafts and short-term loans 3,202 1,251 Current portion ofmedium/long-term financial debts and other loans 23,669 45,367 Short-term financial debts for right of use 9,826 8,437
TOTAL SHORT-TERM FINANCIAL DEBTS 36,697 55,055
Other short-term liabilities for derivative financial instruments 7 5
TOTAL SHORT-TERM FINANCIAL DEBTS AND
DERIVATIVE FINANCIAL INSTRUMENTS 36,704 55,060
Non-current portion
(in thousands of Euro) June 30, 2026 December 31, 2025 Financial debts to banks 29,773 29,574 Non current portion of medium/long-term financial debts and other loans 5,524 5,613 Medium/long-term financial debts for right of use 32,853 28,750
TOTAL MEDIUM/LONG-TERM FINANCIAL DEBTS 68,150 63,937
Bank overdrafts and short -term loans
Further details can be found in the Analysis of total financial indebtedness contained in note 19.
Current and non -current portions of medium/long -term financial debts
Details are as follows (in thousands of Euro):
Balance at 30 June 2026:
Company Bank/Credit Institute Signing date Due dateOriginal amount loanInterest rate Current portionNon-current portion Total amount Real
Guarantees
Sogefi S.p.A.Banca Nazionale del Lavoro S.p.A. apr-22 apr-28 60,000Euribor 3m + 190 bps - 30,000 30,000 N/A Sogefi S.p.A. Intesa Sanpaolo S.p.A. nov-24 dec-28 50,000Euribor 3m + 120bps 20,000 - 20,000 N/A Sogefi S.p.A.Cassa depositi e prestiti S.p.A. nov-21 jul-26 10,000Euribor 6m + 210 bps 1,428 - 1,428 N/A Other loans/ deferrals of up front fees 2,241 (227) 2,014
TOTAL 23,669 29,773 53,442
The line ‟Other loans” includes other minor loans and the amount of up front fees to be deferred.
47 Balance at 31 December 2025:
Company Bank/Credit Institute Signing date Due date Original amount loan Interest rate Current
portionNon-current
portion Total amount Real
Guarantees
Sogefi S.p.A.Banca Nazionale del Lavoro S.p.A. apr-22 apr-28 60,000Euribor 3m + 190 bps 30,000 30,000 60,000 N/A Sogefi S.p.A. Intesa Sanpaolo S.p.A. nov-24 dec-28 50,000Euribor 3m + 120bps 5,000 - 5,000 N/A Sogefi S.p.A.Cassa depositi e prestiti S.p.A. nov - 21 jul-26 10,000Euribor 6m + 210 bps 2,857 - 2,857 N/A Sogefi S.p.A.Cassa depositi e prestiti S.p.A. jun-21 jun-26 10,000Euribor 6m + 200 bps 1,429 - 1,429 N/A Other loans/ deferrals of up front fees 6,082 (426) 5,656
TOTAL 45,367 29,574 74,941
The item “Other loans/deferrals of up front fees” also includes other minor borrowings, deferred up -front fees to be recognized over time, and accrued interest that has not yet been settled.
During the first half of 2026, the Parent Company Sogefi S.p.A. carried out the
following transactions:
- repayment in January of the current portion (Euro 1,429 thousand) of the loan from Cassa Depositi e Prestiti S.p.A., expiring in July 2026 and taken out in
November 2021;
- partial use (for an amount of Euro 30 million), as from March, of the revolving loan from Intesa Sanpaolo S.p.A., expiring in December 2028 and taken out in
November 2024;
- repayment in April of the current portion (Euro 30,000 thousand) of the loan from Banca Nazionale del Lavoro S.p.A., expiring in April 2028 and taken out in April
2022;
- repayment in May of the current portion (Euro 5 million) of the revolving loan from Intesa Sanpaolo S.p.A., expiring in December 2028 and taken out in
November 2024;
- repayment in June of the current portion (Euro 1,429 thousand) of the loan from Cassa Depositi e Prestiti S.p.A., expiring in June 2026 and taken out in June 2021;
- partial repayment in June of Euro 10 million of the revolving loan from Intesa Sanpaolo S.p.A., expiring in December 2028 and taken out in November 2024.
The existing loans of the Parent Company Sogefi S.p.A. are not secured by the Company’s assets. Furthermore, note that, contractually, the spreads relating to some of the loans of the Parent Company are reviewed every six months on the basis of the computation of the consolidated NFP/normalised consolidated EBITDA ratio and on the basis of the verification of sustainability -related indicators. For an analysis of the covenants relating to loans outstanding at the end of the financial year, please refer to the Note 19 below entitled “Analysis of total financial indebtedness”.
48 Other short -term liabilities for derivative financial instruments
As at 30 June 2026, this item amounts to Euro 7 thousand compared to Euro 5 thousand as at 31 December 2025.
Reference should be made to chapter G ‟45. Financial Instruments” for further details concerning derivatives.
Financial payables for rights of use
Details are as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Short-term financial debts for right of use 9,826 8,437 Medium / long-term financial debts for rights of use 32,853 28,750
TOTAL 42,679 37,187
The item includes payables for Rights of Use recorded following the application of the accounting standard IFRS 16 ‟Leases”.
As at 30 June 2026, the item mainly refers to the residual debt of property rental agreements. The main property rental agreements refer to the subsidiaries Sogefi Suspensions Eastern Europe S.r.l. (Euro 15.5 million), Sogefi Engine Systems Mexico S. de R.L. de C.V. (Euro 7.1 million), Sogefi Air & Cooling Canada Corp.
(Euro 6.7 million), Sogefi (Suzhou) Auto Parts Co., Ltd (Euro 4.8 million), Sogefi Suspension Argentina S.A. (Euro 1.5 million) and S.C. Sogefi Air&Cooling S.r.l.
(Euro 1.3 million).
15. TRADE PAYABLES, OTHER PAYABLES AND TAX PAYABLES
The amounts shown in the financial statements can be broken down into the
following categories:
(in thousands of Euro) June 30, 2026 December 31, 2025 Trade and other payables 186,316 185,820 Tax payables 7,606 7,113
TOTAL 193,922 192,933
Details of trade and other payables are as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025 Due to suppliers 145,228 141,479 Due to the parent company 537 403 Due to tax authorities for indirect and other taxes 5,241 5,162 Due to social and security institutions 8,709 9,585 Due to employees 19,689 22,463 Other commercial payables to customers 5,339 4,788 Other payables 1,573 1,940
TOTAL 186,316 185,820
As at 30 June 2026, trade payables ‟Due to suppliers” amounted to Euro 145,228 thousand compared to Euro 141,479 thousand as of December 31, 2025 (the amount
49 of trade payables attributable to “Precision Springs” , which were reclassified under “Assets held for sale ” as of June 30, 2026, amounted to Euro 2,483 thousand as of December 31, 2025). For comparative purposes, excluding the impact of “Precision Springs” and the positive effect of exchange rates (Euro 1,536 thousand), trade payables “Due to suppliers” increased by Euro 4,696 thousand compared with the corresponding amount as of December 31, 2025.
Amounts “Due to the parent company” refer to the debt amounting to Euro 50 thousand due to the Parent Company CIR S.p.A. for services rendered in the first half of 2026; Euro 283 thousand reflect the tax liabilities in connection with the CIR Group tax filing system; Euro 131 thousand refer to the consideration due for the fiscal surplus transferred by companies that have joined the CIR Group tax filing system; the amount of Euro 4 thousand reflects to remuneration payable to directors transferred to the parent company CIR S.p.A. And the amount of Euro 69 thousand refers to premiums paid by the Parent Company for the third -party liability insurance of directors, statutory auditors and managers. For further details, please refer to note 38.
‟Tax payables ” amounted to Euro 7,606 thousand at 30 June 2026 compared to Euro 7,113 thousand at 31 December 2025 and reflect taxes accrued during 2026.
16. OTHER CURRENT LIABILITIES
As at 30 June 2026, this item amounts to Euro 18,356 thousand compared to Euro 18,012 thousand as of 31 December 2025.
“Other current liabilities” mainly includes liabilities recognised for entering into contracts with customers. These liabilities represent the amounts received from customers for the sale of tooling and prototypes that will be recognised in the income statement over the life of the product.
This item also includes adjustments to costs and revenues for the period so as to ensure compliance with the accruals based principle (accrued expenses and deferred income) and advances received from customers for orders still to be delivered.
50
17. CURRENT PROVISIONS, NON -CURRENT PROVISIONS AND OTHER
PAYABLES
Current provisions and non -current provisions
These are made up as follows:
(in thousands of Euro) Current Non-current Total Pension funds - 9,064 9,064 Employment termination indemnities - 939 939 Provision for restructuring 15,463 799 16,262 Provision for product warranties 11,586 - 11,586 Provision for rights of use restoration - 1,897 1,897 Provision for disputes in progress and other risks 1,844 369 2,213
TOTAL 28,893 13,068 41,961June 30, 2026
(in thousands of Euro) Current Non-current Total Pension funds - 9,388 9,388 Employment termination indemnities - 952 952 Provision for restructuring 16,842 1,256 18,098 Provision for product warranties 6,657 - 6,657 Provision for rights of use restoration - 1,818 1,818 Provision for disputes in progress and other risks 1,776 203 1,979 TOTAL 25,275 13,617 38,892December 31, 2025
Details of the main items are given below.
Pension funds
Changes in this item over the period are shown below:
(in thousands of Euro) June 30, 2026 December 31, 2025 Opening balance 9,388 11,733 Cost of benefits charged to income statement 380 (1,410) Amounts recognised in "Other Comprehensive Income" - (222) Contributions paid (220) (713) Reclassification to non-current assets held for sale (484) -
TOTAL 9,064 9,388
The following table shows the balances of pension funds by geographical area of the
relevant subsidiaries:
(in thousands of Euro) June 30, 2026 December 31, 2025 France 7,033 7,245 Other 2,031 2,143
TOTAL 9,064 9,388
51 Employment termination indemnities
Changes in this item over the period are shown below:
(in thousands of Euro) June 30, 2026 December 31, 2025 Opening balance 952 951 Accruals for the period 25 41 Amounts recognised in "Other Comprehensive Income" - (23) Other movements - 12 Contributions paid (38) (29)
TOTAL 939 952
Provision for restructuring
These are amounts set aside for restructuring operations that have been officially announced and communicated to those concerned, as required by IAS/IFRS.
The provision changed as follows during the period:
(in thousands of Euro) June 30, 2026 December 31, 2025 Opening balance 18,098 1,437 Accruals for the period 459 17,622 Utilizations (1,209) (761) Provisions not used during the period (1,087) (199) Exchange differences 1 (1)
TOTAL 16,262 18,098
‟Utilizations”, amounting to Euro 1,209 thousand, mainly refer to European subsidiaries.
As at 30 June 2026, ‟Accruals for the period” net of the ‟Provisions not used during the period” (amounts set aside during previous years in excess of amounts actually paid); this figure is booked to the Income Statement under ‟Restructuring costs” .
Provision for product guarantee
The provision changed as follows during the period:
(in thousands of Euro) June 30, 2026 December 31, 2025 Opening balance 6,657 5,811 Accruals for the period 4,800 2,952 Utilizations (30) (335) Provisions not used during the period (121) (1,503) Exchange differences 280 (268)
TOTAL 11,586 6,657
The item includes provisions for risks concerning the cost of replacing products under warranty made by Group companies, for other product quality risks and for possible customer claims for product non -compliance.
52 The provision of Euro 4,800 thousand mainly refers to quality claim with a primary customer of Air&Cooling business unit.
Provisions not used, equal to Euro 121 thousand, mainly refer to the European subsidiaries and concern the revision of estimated provisions made in the previous financial year.
Provision for restoration of rights of use
The item Provision for restoration of rights of use, for the amount of Euro 1,897 thousand (compared to Euro 1,818 thousand as at 31 December 2025), includes an estimate of the costs that the lessees of leased assets will have to incur in order to dismantle and remove the asset and restore the site or asset to the condition provided for in the lease terms.
Lawsuits and other risks
The provision changed as follows during the period:
(in thousands of Euro) June 30, 2026 December 31, 2025 Opening balance 1,979 11,276 Accruals for the period 610 1,029 Utilizations (211) (3,315) Provisions not used during the period (168) (611) Other changes - (6,147) Exchange differences 3 (254) Total 2,213 1,979
The provision includes liabilities toward employees and other individuals or entities mainly referred to European subsidiaries. Amounts stated in the financial statements represent the best possible estimates of liabilities at the reporting date.
Other payables
As at 30 June 2025, the item “Other payables” amounts to Euro 33,688 thousand (Euro 33,809 thousand as at 31 December 2025), and mainly reflects the non -current portion of the liabilities recorded upon contracts with customers. These liabilities represent the amounts received from customers for the sale of tooling and prototypes that will be recognised in the income statement over the life of the product.
53
18. SHARE CAPITAL AND RESERVES
Share capital
The share capital of the Parent Company Sogefi S.p.A. is fully paid in and amounts to Euro 62,461 thousand as of 30 June 2026 (not changed compared to 31 December 2025), split into 120,117,992 ordinary shares with a par value of Euro 0.52 each.
As at 30 June 2026, the Company has 840,512 treasury shares ( 902,451 as at 31 December 2025) in its portfolio, corresponding to 0.70% of share capital (0.75% as at 31 December 2025), at an average price of Euro 2.28 each.
Share premium reserve This item amounts to Euro 155 thousand, unchanged compared to the previous financial year.
Treasury shares
Item ‟Treasury shares” reflects the purchase price of treasury shares. Movements during the year amount to Euro 141 thousand and reflect the free grant of 61,939 treasury shares as reported in the note to ‟Stock -based incentive plans reserve”.
Translation reserve
This reserve is used to record the exchange differences arising from the translation of foreign subsidiaries' financial statements.
Changes during the period show a n increase of Euro 5,881 thousand mainly due to the appreciation of US Dollar, Chinese Renminbi and Brazilian Real against the Euro .
Reserve for actuarial gains/losses The reserve includes actuarial gains (losses) recognised in Other Comprehensive Income, as required by IAS 19 ‟Employee Benefits”.
Stock -based incentive plans reserve The reserve refers to credit to equity for stock -based incentive plans, assigned to Directors and employees.
In the first half of 2026, further to Stock Grant Plan beneficiaries exercising their rights and due to the corresponding free grant of 61,939 treasury shares, the amount of Euro 88 thousand, corresponding to the fair value at right (Unit) allocation date, was reclassified from ‟Stock - based incentive plans reserve” to ‟Retained earnings reserve” (increased of Euro 88 thousand).
While the increase by Euro 477 thousand refers to the cost of accruing plans.
Other reserves
This item amounts to Euro 4,450 thousand (unchanged compared to 31 December 2025).
Retained earnings
These totalled Euro 296,274 thousand and include amounts of profit that have not been distributed.
The increase of Euro 2,780 thousand refers to the following events:
- reclassification from the ‟Stock -based incentive plans reserve” for a total amount of Euro 88 thousand;
54 - the effect of the application of IAS 29 ‟Financial Reporting in Hyperinflationary Economies” in the Argentine subsidiaries (increase of Euro 2,692 thousand).
Tax on items booked in Other Comprehensive Income The table below shows the amount of income taxes relating to each item of Other
Comprehensive Income:
(in thousands of Euro)
Gross
AmountTax effectNet
AmountGross
AmountTax effectNet
Amount
- Profit (loss) booked to cash flow hedge reserve - - - - - -
- Actuarial profit (loss) - - - - - -
- Profit (loss) booked to translation reserve 5,865 - 5,865 (15,275) - (15,275) 5,865 - 5,865 (15,275) - (15,275)1st half 2026 1st half 2025 Total Profit (loss) booked in Other
Comprehenive Income
NON -CONTROLLING INTERESTS
The balance amounts to Euro 11,319 thousand and refers to the portion of shareholders' equity attributable to non -controlling interests.
Details of non -controlling interests are given below:
(in thousands of Euro) Subsidiary's name Region 06.30.2026 12.31.2025 06.30.2025 06.30.2026 06.30.2025 06.30.2026 12.31.2025 S.ARA Composite S.A.S. France 4.21% 4.21% 4.21% - - 12 12 Sogefi Java Air & Cooling Private Limited India 20.00% 20.00% 0.00% (37) - 347 13 Iberica de Suspensiones S.L. (ISSA) Spain 50.00% 50.00% 50.00% 1,298 1,506 10,045 11,496 Sogefi ADM Supensions Private Limited India 25.77% 25.77% 25.77% 107 89 894 806 Sogefi Suspensions Passenger Car Italy S.p.A. Italy 0.12% 0.12% 0.12% - - 8 9 Sogefi Suspensions Heavy Duty Italy S.p.A. Italy 0.12% 0.12% 0.12% 1 0 13 12 TOTAL 1,369 1,595 11,319 12,348% owned by third partiesLoss (profit) attributable to non-controlling interestsShareholders' equity attributable to non-
controlling interests
With reference to the above table, please note that the company Iberica de Suspensiones S.L. (ISSA) – which is 50% owned – is treated as a subsidiary because the Group controls the majority of votes of the board of directors, which is the corporate body tasked with deciding on the entity's relevant activities.
55 19. ANALYSIS OF TOTAL FINANCIAL INDEBTEDNESS
The following table provides details of the Financial Indebtedness as required by Consob in its communication no. DEM/6064293 of 28 July 2006 as subsequently updated, according to ESMA Guidelines ESMA32 -382-1138 dated 4 March 2021:
(in thousands of Euro) June 30, 2026 December 31, 2025 A. Cash 44,397 54,435 B. Cash equivalent - -
C. Other current financial assets 6,719 7,559 D. Liquidity (A) + (B) + (C) 51,116 61,994 E. Current Financial Debt (including debt instruments, but excluding current portion of non-current financial debt) 3,652 1,256 F. Current portion of non-current financial debt 33,053 53,804 G. Current financial indebtedness (E) + (F) 36,705 55,060 H. Net current financial indebtedness (G) - (D) (14,411) (6,934) I. Non-current financial debt (excluding the current portion and debt instruments) 68,149 63,937 J. Debt instruments - -
K. Non-current trade and other payables - -
L. Non-current financial indebtedness (I) + (J) + (K) 68,149 63,937 M. Net indebtedness (H) + (L) 53,738 57,003 Other non-current financial assets 501 659 Financial assets/liabilities related to assets held for sale 2,009 -
Net Indebteness (as per the "Net financial position" included in the Report on Operations) 51,228 56,344
It should be noted that item ‟F. Current portion of non -current financial debt” includes short -term liabilities related to lease agreements for Euro 9,826 thousand (Euro 8,437 thousand as at 31 December 2025) and item ‟I. Non -current financial debt (excluding the current portion and debt instruments)” includes long -term liabilities relating to leases for Euro 32,853 thousand (Euro 28,750 thousand as at 31 December 2025).
Details of the covenants applying to loans outstanding at the end of H1 2026 are as follows (please read Note 14 ‟Financial debts to banks and other financing creditors” above for further details on loans):
- loan of Euro 60,000 thousand from Banca Nazionale del Lavoro S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less than or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;
- loan of Euro 50,000 thousand from Intesa Sanpaolo S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;
- loan of Euro 10,000 thousand from Cassa depositi e prestiti S.p.A. (entered into in November 2021): the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3.
56 Below is a description of the covenants relating to the Company’s non -drawn credit facilities as at 30 June 2026:
- loan of Euro 25,000 thousand from Unicredit S.p.A.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4;
the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;
- loan of Euro 35,000 thousand from Ing Bank N.V.: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4;
the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3;
- loan of Euro 20,000 thousand from Citibank, N.A. Milan Branch: the ratio of consolidated net financial position to consolidated normalised EBITDA has to be less or equal to 4; the ratio of consolidated normalised EBITDA to consolidated net financial expenses must not be less than 3.
The Group met these covenants at the end of the first half of 2026. Therefore, the related loans were classified as current or non -current liabilities at 30 June 2026 on the basis of their respective contractual maturities.
The Group expects to comply with the covenants for at least 12 months after the end of the current financial year.
57 D) NOTES ON THE MAIN INCOME STATEMENT ITEMS: INCOME STATEMENT
20. SALES REVENUES
Revenues from sales and services
During the first half of 2026, the Group reported sales revenues of Euro 492.5 million, basically steady compared to the first half of 2025 (+0.4% at constant exchange rates and -0.5% at current exchange rates).
Revenues by business sector and geographic area break down as follows:
By business sector:
(in thousands of Euro) Amount % Amount % Suspensions 259,297 52.6 261,739 52.9 Air&Cooling 233,599 47.4 232,386 47.0 Intercompany eliminations (373) - 665 0.1 TOTAL 492,523 100.0 494,790 100.01st half 2026 1st half 2025
The Suspensions business recorded a slight decline in revenue of -2% at constant exchange rates and -0.9% at current exchange rates. In Europe, where 67% of the business is concentrated, revenues were broadly in line with those of the first half of 2025 (+0.4%), with turnover in the Passenger Cars business unit slightly down ( -
0.8%) and that of the Heavy Duty business unit on the rise (+3.3%). In India, revenue at constant exchange rates rose by 16.4% (+0.9% at current exchange rates), whilst in China and South America it fell by 11.6% and 6.2% respectively.
The Air and Cooling business unit reported revenue up by 3.5% at constant exchange rates and by 0.5% at current exchange rates; North America, which accounts for 45% of revenue, recorded revenue at constant exchange rates broadly in line with 2025 ( -
0.5%), whilst Europe (which accounts for 43% of revenue) saw an increase of 13.8%; China, however, saw a decline of 12.8%.
By geographic area:
(in thousands of Euro) Amount % Amount % Europe 275,031 55.8 262,215 53.0 North America 106,099 21.5 112,255 22.7 South America 55,099 11.2 54,482 11.0 India 7,725 1.6 7,658 1.5 China 50,694 10.3 58,479 11.8 Intercompany eliminations (2,125) (0.4) (299) -
TOTAL 492,523 100.0 494,790 100.01st half 2026 1st half 2025
In Europe (the Group’s largest market, accounting for 56% of total revenue in the first half of 2026), revenue at constant exchange rates rose by 5.3%, whilst in North America (the second -largest market, accounting for 21.5% of total revenue) it remained broadly stable compared with the first half of 2025. However, revenue at
58 constant exchange rates fell in South America ( -6.2%) and in China ( -12.4%), reflecting the market downturn ( -5.3%) and the delay in the commencement of new supply contracts due to unfavourable conditions in the Chinese domestic market.
21. SEASONAL NATURE OF SALES
The type of products sold by the company and the sectors in which the Group operates mean that revenues record a reasonably linear trend over the course of the year and are not subject to particular cyclical phenomena when considered on a like -
for-like basis.
Sales by half -year period for the past year are shown below:
(in thousands of Euro) 1st half 2nd half Total year
FY 2025 494,790 462,107 956,897
22. VARIABLE COST OF SALES
Details are as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Materials 264,260 269,109 Direct labour cost 36,907 36,333 Energy costs 15,592 16,265 Sub-contracted work 13,044 11,908 Ancillary materials 6,934 6,985 Variable sales and distribution costs 7,107 7,409 Royalties paid to third parties on sales 111 62 Other variable costs 42 795
TOTAL 343,997 348,866
The impact of “Variable cost of sales” on revenues stands at 69.8%, down compared to the same period in the previous year (70.5%).
“Other variable costs” represent the portion of direct labour cost and fixed cost included in the change in the inventory of finished goods and semi -finished products.
Please note that the portion of change in inventory relating to raw materials is included in the line “Materials”.
59
23. MANUFACTURING AND R&D OVERHEADS
Details are as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Labour cost 29,294 30,444 Materials, maintenance and repairs 11,143 11,460 Rental and hire charges 476 144 Personnel services 2,227 2,260 Technical consulting 2,877 2,202 Sub-contracted work 15 75 Insurance 881 801 Utilities 625 773 Capitalization of internal construction costs (7,110) (6,871) Other 1,947 1,461
TOTAL 42,375 42,749
‟Manufacturing and R&D overheads” show a decrease of Euro 374 thousand compared with the first half year 2025. At constant exchange rates and excluding the inflationary impact of Argentina, the decrease would be Euro 279 thousand.
‟Labour cost”, in particular, decreased by Euro 1,150 thousand compared to the first half of 2025, due to the reduction in the average number of employees of the category being analysed.
The heading “Materials, maintenance and repairs” decreased by Euro 317 thousand compared to the first half of 2025, linked to less maintenance work.
‟Technical consulting” increased by Euro 675 thousand compared to the first half of 2025 as a consequence of a more extensive use of external consultants related to research and development activities as well as production, especially by the French subsidiary Sogefi Air & Cooling S.A.S. and by the German subsidiary Sogefi HD Suspensions Germany GmbH..
The item ‟Personnel services” is steady compared to the first half of 2025 and refers to travel expenses and staff service expenses.
It should be noted that the item “Rents and hires” includes costs relating to variable payments and ancillary costs due for leases not included in the valuation of lease liabilities, short -term leases and leases of small value assets.
“Capitalization of internal construction costs” mainly reflects capitalised product development costs.
The item ‟Other” includes other services in support of industrial and research and development activities, as well as contributions for research and development of the French subsidiaries.
Total costs for Research and Development (not reported in the table but included mainly under the headings ‟Labour cost”, ‟Materials, maintenance and repairs” and
60 ‟Technical consulting”) amount to Euro 9,273 thousand compared to Euro 9,734 thousand as of 30 June 2025.
24. DEPRECIATION AND AMORTIZATION
Details are as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Depreciation of tangible fixed assets 26,232 24,927 Depreciation of Right of Use/asset under finance leases IAS 17 4,204 3,813 Amortization of intangible assets 6,656 7,742
TOTAL 37,092 36,482
Item ‟Depreciation and amortization” amounts to Euro 37,092 thousand compared with Euro 36,482 thousand in the first half year 2025.
At constant exchange rates and excluding the inflationary impact of Argentina, the item would overall increase by Euro 941 thousand.
25. DISTRIBUTION AND SALES FIXED EXPENSES
The table below shows the main components of this item:
(in thousands of Euro) 1st half 2026 1st half 2025 Labour cost 5,437 5,497 Sub-contracted work 276 281 Advertising, publicity and promotion 119 331 Personnel services 335 341 Rental and hire charges 181 239 Consulting 48 67 Other 649 652
TOTAL 7,045 7,408
“Distribution and sales fixed expenses” decreased by Euro 363 thousand. At constant exchange rates and excluding the inflationary impact of Argentina, the item would increase by Euro 296 thousand.
The item “Advertising, publicity and promotion” shows a reduction of Euro 212,000 compared with the first half of 2025, due to lower expenditure on advertising and marketing, particularly in the French subsidiaries.
The ‟Other” item includes other services supporting distribution activities and remained in line with the first half of 2025.
26. ADMINISTRATIVE AND GENERAL EXPENSES
These can be broken down as follows:
61 (in thousands of Euro) 1st half 2026 1st half 2025 Labour cost 11,607 11,104 Personnel services 1,211 1,269 Maintenance and repairs 2,070 2,000 Cleaning and security 568 611 Consulting 1,770 2,138 Utilities 537 542 Rental and hire charges 493 469 Insurance 1,158 1,222 Employee profit-sharing 409 326 Administrative, financial and tax-related services provided by Parent Company 214 174 Audit fees and related expenses 598 664 Directors' and statutory auditors' remuneration 411 414 Sub-contracted work 26 297 Capitalization of internal construction costs - (12) Indirect taxes 1,960 2,273 Other fiscal charges 332 331 Other 1,932 1,046
TOTAL 25,296 24,868
In the first half of 2026, ‟Administrative and general expenses” increased by Euro 428 thousand compared to the first half of 2025. At constant exchange rates and excluding the inflationary impact of Argentina, the decrease would be Euro 535 thousand.
‟Labour cost”, in particular, increased by Euro 503 thousand compared to the first half of 2025, mainly due to the increase in the average number of employees of the category being analysed and to a different salary mix.
The item ‟Personnel services” is steady compared to the first half of 2025 and refers to travel expenses and staff service expenses.
‟Maintenance and repairs” are broadly in line with the first half of 2025 and mainly comprise IT maintenance costs.
The decrease in the item “Consulting” of Euro 368 thousand was mainly due to decreased legal, tax and administrative consulting.
The item “ Employee profit -sharing ” refers to the expenses recognized by the Group’s French companies under the statutory employee profit -sharing scheme required by local legislation. The amount depends on the taxable results achieved by those companies.
The item ‟Sub -contracted work” shows a decrease of Euro 271,000, reflecting reduced reliance on external temporary staff.
With reference to the header ‟Administrative, financial and tax -related services provided by Parent Company”, please refer to Note 38 ‟Related party transactions” for more details.
62 ‟Indirect taxes” include tax charges such as property tax, taxes on sales revenues (taxe organic of the French companies), non -deductible VAT and taxes on professional training.
‟Other fiscal charges” consist of the cotisation économique territoriale (previously called taxe professionnelle ) relating to the French companies, which is calculated on the value of fixed assets and on added value.
27. PERSONNEL COSTS
Personnel
Personnel costs can be broken down as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Wages, salaries and contributions 82,491 82,942 Pension costs: defined benefit plans 182 235 Pension costs: defined contribution plans 572 201 Participation des salaries 409 326 Imputed cost of stock option and stock grant plans 477 477 Other costs 20 8
TOTAL 84,151 84,189
‟Personnel costs” of Euro 84,151 thousand are steady compared to the first half of 2025. At constant exchange rates and excluding the inflationary impact of Argentina, the item ‟Personnel costs” would increase by Euro 253 thousand.
The impact of “Personnel costs” on revenues was 17.1%, in line compared with 30 June 2025.
‟Wages, salaries and contributions”, ‟Pension costs: defined benefit plans” and ‟Pension costs: defined contribution plans” are posted in the tables provided above at line ‟Labour cost”.
‟Other costs” is included in ‟Administrative and general expenses”.
‟Imputed cost of Stock Grant plans” is included in ‟Other non -operating expenses (income)”. The following paragraph ‟Personnel benefits” provides details of the Stock Option and Stock Grant plans.
The average number of employees broken down by category is as follows:
(Number of employees) 1st half 2026 1st half 2025 Managers 28 29 Clerical staff 768 777 Blue collar workers 2,310 2,365
TOTAL 3,106 3,171
Personnel benefits
Sogefi S.p.A. implements stock -based incentive plans for the employees of the Company and of its subsidiaries that hold important positions of responsibility within the Group. The purpose is to foster greater loyalty to the Group and to provide an
63 incentive that will raise their commitment to improving business performance and generating value in the long term.
The stock -based incentive plans of Sogefi S.p.A. are first approved by the Shareholders’ Meeting.
Except as outlined at the following paragraphs ‟ Stock Grant plans ”, the Group has not carried out any other transaction that involves the purchase of goods or services with payments based on shares or any other kind of instrument representing portions of equity. As a result, it is not necessary to disclose the fair value of such goods or services.
The Group has issued plans from 2017 to 2026 of which the main details are provided below.
Stock Grant plans
The Stock Grant plans provide for the free assignment of conditional rights (called units) that cannot be transferred to third parties or other beneficiaries; each of them entitles to the free assignment of one Sogefi S.p.A. share.
Until 2019, the plans provided for two categories of units:
• Time -based Units, the vesting of which is subject to the passing of the established
time periods;
• Performance Units type A, whose vesting is subject to the passing of the time periods and the achievement of the targets based on the market value of the share, as set out in the regulation.
Starting with the 2020 Stock Grant Plan, an additional category of units was added:
• Performance Units type B, whose vesting is subject to the passing of the time periods and the achievement of the Economic -Financial Targets set out in the regulation.
In this regard, it should be noted that with the issuance of the 2022 Stock Grant Plan, the Type B Performance Units are also subject to the achievement of the Non -
Financial Targets, measured on the basis of the comparison between the Non -
Financial Results and the Non -Financial Targets set forth in the regulation.
The regulation provides for a minimum holding period during which the shares held for the plan cannot be disposed of.
All shares assigned under these plans will be treasury shares held by Sogefi S.p.A.
According to the regulation, a pre -condition for assigning the shares is a continued employer -employee relationship or the continued appointment as a director/executive of the Company or one of its subsidiaries throughout the vesting period of the rights.
On 24 April 2026, the Board of Directors executed the 2026 Stock Grant plan approved by the Shareholders’ Meeting held on the same date to assign a maximum of 750,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 657,800 Units (328,900 of which were Time -based Units, 197,340 Performance Units type A and 131,560 Performance Units type B).
The Time -based Units will vest in twelve instalments, each equal to 8.33% of the total number of Time -based Units granted, on a quarterly basis commencing on 24 April 2028, with final vesting on 24 January 2031.
64 Performance Units type A will vest at the same vesting dates established for Time -
based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.
Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, starting on 30 July 2028, at the following vesting dates and under the following conditions:
1) the first portion, with effect from 30 July 2028, depending on the achievement of the Economic -Financial Targets and Non -Financial Targets for the financial year 2027, in accordance with the Regulation;
2) the second portion, with effect from 30 July 2029, depending on the achievement of the Economic -Financial Targets and Non -Financial Targets for the financial year 2028, in accordance with the Regulation;
3) the third portion, with effect from 30 July 2030, depending on the achievement of the Economic -Financial Targets and Non -Financial Targets for the financial year 2029, in accordance with the Regulation.
The fair value of the units granted during 2026 was determined at the time of granting, with the help of an external consultant, and was calculated on the basis of the binomial model for the valuation of American options known as the Cox, Ross and Rubinstein (CRR) model for Time -based units and Performance Units type B, and on the basis of the model called ‘Monte Carlo simulation’ for Performance Units type A. The overall fair value amounts to a total of Euro 1,221 thousand.
Input data used for measuring the fair value of the 2026 stock grant plan are provided
below:
- curves of EUR/SEK/CHF - risk-free interest rates as at 24 April 2026;
- price of the Sogefi S.p.A. share as at 24 April 2026 (equal to Euro 1.954), and of the securities included in the benchmark basket, again as at 24 April 2026;
- standard prices of the Sogefi S.p.A. share and of the securities included in the benchmark basket, calculated as an average of the prices during the period starting on 23 March 2026 and ending on 23 April 2026 for the determination of the limit for Stock Grant Performance Units type A;
- 260-day historical volatility values observed at 24 April 2026 for stocks and foreign
exchange rates;
- Dividend yield equal to zero;
- historical series of the logarithmic returns of involved securities and EUR/SEK and EUR/CHF exchange rates to calculate the correlation among securities and among the 2 non -EUR denominated securities and associated exchange rates (to adjust for estimated trends), calculated for the period starting on 24 April 2025 and ending on 24 April 2026.
The main characteristics of the Stock Grant plans approved during previous years and still under way are outlined below:
• 2017 Stock Grant plan to assign a maximum of 750,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a
65 total of 287,144 Units (117,295 of which were Time -based Units and 169,849 Performance Units).
The Time -based Units were scheduled to vest in tranches on a three -monthly basis, accounting for 12.5% of their respective total, starting on 26 July 2019 and ending on 26 April 2021.
The Performance Units were scheduled to vest at the same vesting dates established for Time -based Units, provided that the increase in price value of Sogefi S.p.A.
shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.
On 30 June 2026, 36,703 Time -based Units and 169,849 Performance Units expired as per regulation. While 79,547 Time -based Units had been exercised.
• 2018 Stock Grant plan to assign a maximum of 500,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 415,000 Units (171,580 of which were Time -based Units and 243,420 Performance Units).
The Time -based Units were scheduled to vest in tranches on a three -monthly basis, accounting for 12.5% of their respective total, starting on 23 July 2020 and ending on 23 April 2022.
The Performance Units were scheduled to vest at the same vesting dates established for Time -based Units, provided that the increase in price value of Sogefi S.p.A.
shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.
On 30 June 2026, 95,446 Time -based Units and 243,420 Performance Units expired as per regulation. While 74,244 Time -based Units had been exercised.
• 2019 Stock Grant plan to assign a maximum of 500,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 469,577 Units (213,866 of which were Time -based Units and 255,711 Performance Units).
The Time -based Units were scheduled to vest in tranches on a three -monthly basis, accounting for 12.5% of their respective total, starting on 22 October 2021 and ending on 22 July 2023.
The Performance Units were scheduled to vest at the same vesting dates established for Time -based Units, provided that the increase in price value of Sogefi S.p.A.
shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.
On 30 June 2026, 112,416 Time -based Units and 140,424 Performance Units expired as per regulation. While 99,366 Time -based Units and 113,210 Performance Units had been exercised.
• 2020 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 790,000 Units ( 235,000 of which were Time -based Units and 277,500 Performance Units type A and 277,500 Performance Units type B).
The Time -based Units were scheduled to vest in tranches on a three -monthly basis, accounting for 12.5% of their respective total, starting on 31 January 2023 and ending on 31 October 2024.
The Performance Units were scheduled to vest at the same vesting dates established for Time -based Units, provided that the increase in price value of Sogefi S.p.A.
shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.
66 The Performance Units type B were scheduled to vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 January 2023 to 31 July 2024, depending on the achievement of the Economic -
Financial Targets set out in the regulation.
On 30 June 2026, 96,500 Time -based Units, 190,750 Performance Units type A and no. 201,729 Performance Units type B expired as per regulation. While 132,250 Time -based Units, 83,626 Performance Units type A and no. 72,853 Performance Units type B had been exercised.
• 2021 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 897,500 Units (292,084 of which were Time -based Units and 302,708 Performance Units type A and 302,708 Performance Units type B).
The Time -based Units were scheduled to vest in tranches on a three -monthly basis, accounting for 8.33% of their respective total, starting on 30 April 2023 and ending on 31 January 2026.
The Performance Units type A were scheduled to vest at the same vesting dates established for Time -based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) on that date.
The Performance Units type B were scheduled to vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 July 2023 to 31 July 2025, depending on the achievement of the Economic -
Financial Targets set out in the regulation.
On 30 June 2026, 156,390 Time -based Units, 159,201 Performance Units type A and no. 208,646 Performance Units type B expired as per regulation. While 130,488 Time -based Units, 138,300 Performance Units type A and no. 91,565 Performance Units type B had been exercised.
• 2022 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 995,000 Units (294,166 of which were Time -based Units and 350,417 Performance Units type A and 350,417 Performance Units type B).
Time -based Units will vest in tranches on a three -monthly basis, accounting for 8.33% of their respective total, starting on 30 April 2024 and ending on 31 January 2027.
Performance Units type A will vest at the same vesting dates established for Time -
based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.
Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 31 July 2024 to 31 July 2026, depending on the achievement of the Economic -Financial Targets set out in the regulation.
On 30 June 2026, 163,056 Time -based Units, 197,014 Performance Units type A and no. 195,736 Performance Units type B expired as per regulation. While 82,362 Time -
based Units, 102,574 Performance Units type A and no. 101,625 Performance Units type B had been exercised.
• 2023 Stock Grant plan to assign a maximum of 1,250,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a
67 total of 980,000 Units (277,500 of which were Time -based Units and 351,250 Performance Units type A and 351,250 Performance Units type B).
Time -based Units will vest in tranches on a three -monthly basis, accounting for 8.33% of their respective total, starting on 22 December 2025 and ending on 22 September 2028.
Performance Units type A will vest at the same vesting dates established for Time -
based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.
Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 22 December 2025 to 22 December 2027, depending on the achievement of the Economic -
Financial Targets set out in the regulation.
On 30 June 2026, 154,793 Time -based Units, 208,021 Performance Units type A and 256,805 Performance Units type B expired as per regulation.
• 2024 Stock Grant plan to assign a maximum of 1,250,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 718,000 Units (359,000 of which were Time -based Units and 215,400 Performance Units type A and 143,600 Performance Units type B).
Time -based Units will vest in tranches on a three -monthly basis, accounting for 8.33% of their respective total, starting on 13 December 2026 and ending on 13 September 2029.
Performance Units type A will vest at the same vesting dates established for Time -
based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.
Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 13 December 2026 to 13 December 2028, depending on the achievement of the Economic -
Financial Targets set out in the regulation.
On 30 June 2026, 55,000 Time -based Units, 33,000 Performance Units type A and 22,000 Performance Units type B expired as per regulation.
• 2025 Stock Grant plan to assign a maximum of 1,000,000 conditional rights, restricted to employees of the Company and its subsidiaries, who were assigned a total of 755,000 Units (377,500 of which were Time -based Units and 226,500 Performance Units type A and 151,000 Performance Units type B).
Time -based Units will vest in tranches on a three -monthly basis, accounting for 8.33% of their respective total, starting on 24 April 2027 and ending on 24 January 2030.
Performance Units type A will vest at the same vesting dates established for Time -
based Units, provided that the increase in price value of Sogefi S.p.A. shares at each vesting date is higher than the increase of the Sector Index (as provided for by the Regulation) at that date.
Performance Units type B will vest in three tranches, each equal to up to one third (1/3) of the total number of Performance Units type B granted, from 30 July 2027 to 30 July 2029 , depending on the achievement of the Economic -Financial Targets set out in the regulation.
On 30 June 2026, 20,000 Time -based Units, 12,000 Performance Units type A and 8,000 Performance Units type B expired as per regulation.
68 It should be noted that the 2016 Stock Grant Plan ended in April 2026 as per regulation.
The imputed cost as at 30 June 2026 for existing Stock Grant plans is Euro 477 thousand, and is booked to the Consolidated Income Statement under ‟Other non -
operating expenses (income)”.
June 30, 2026 December 31, 2025 Not exercised/not exercisable at the start of the period 2,040,776 1,677,431 Garanted during the period 657,800 755,000 Cancelled during the period (141,667) (211,371) Exercised during the period (61,939) (180,284) Not exercised/not exercisable at the end of the period 2,494,970 2,040,776 Exercisable at the end of the period 130,214 100,658
The line ‟Not exercised/not exercisable at the end of the period” refers to the total number of options, net of those exercised or cancelled during the current and previous periods.
The line ‟Exercisable at the end of the period” refers to the total amount of options matured at the end of the period and not yet subscribed.
28. RESTRUCTURING COSTS
The ‟Restructuring costs” amount to Euro 430 thousand (Euro 1,520 thousand in the first half year of the previous year).
The item ‟Restructuring costs” mainly includes personnel costs and is comprised of costs incurred and paid in the first half of 2026 in the amount of Euro 1,058 thousand and use of allocations of the previous years net of the new provisions made to ‟Provision for restructuring” in the amount of Euro 628 thousand.
29. LOSSES (GAINS) ON DISPOSAL
Net losses on disposal amounted to Euro 6 thousand compared to Euro 9 thousand net gains in the first six months of the previous year.
30. EXCHANGE (GAINS) LOSSES
Net exchange gains as at 30 June 2026 amount to Euro 401 thousand compared to net exchange losses of Euro 639 thousand in the first half of 2025.
31. OTHER NON -OPERATING EXPENSES (INCOME)
Net non -operating costs amounted to Euro 4,176 thousand, compared to net non -
operating costs of Euro 606 thousand in the first six months of the previous year.
The following table shows the main elements:
69 (in thousands of Euro) 1st half 2026 1st half 2025 Write-downs oftangible and intangible fixed assets/ (revaluation during the period) (61) (355) Product warranty costs 3,934 284 Cost of stock options and stock grant plans 477 477 Litigations 235 670 Past service cost, settlements, curtailments andother items related to pension plans (53) -
Indirect tax recovery (239) -
Other ordinary (income) expenses (117) (470)
TOTAL 4,176 606
The item ‟Writedowns of tangible and intangible fixed assets (revaluation during the period)”, positive for Euro 61 thousand, includes impairment reversals of tangible fixed assets, and of intangible fixed assets written down in previous years for which the writedown requirements no longer exist.
The item “Product warranty costs” mainly refers to a quality claim raised by a major customer of the Air and Cooling Business Unit, net of the related insurance coverage.
32. FINANCIAL EXPENSES (INCOME), NET
Financial expenses are detailed as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Interest on amounts due to banks 1,451 1,883 Financial charges under lease contracts 1,085 962 Financial component of pension funds and termination indemnities 150 154 Financial component IAS 29 588 1,041 Other interest and commissions 2,176 2,933
TOTAL FINANCIAL EXPENSES 5,450 6,973
Financial income is detailed as follows:
(in thousands of Euro) 1st half 2026 1st half 2025 Interest on amounts given to banks (831) (1,047) Other interest and commissions (56) (227)
TOTAL FINANCIAL INCOME (887) (1,274)
TOTAL FINANCIAL EXPENSES (INCOME), NET 4,563 5,699
Net financial expenses amount to Euro 4,563 thousand, down by Euro 1,136 thousand compared to the first half of 2025, mainly thanks to lower indebtedness and the lower negative impact of the ‟Financial Component IAS 29”.
The item “Other interest and commissions” amounted to Euro 2,176 thousand, down from Euro 2,933 thousand as at 30 June 2025, which includes Euro 704 thousand related to the Argentine subsidiary Sogefi Suspension Argentina S.A. with reference to an exchange loss recognised using part of the liquidity for the payment of suppliers in US dollars.
It should also be noted that the item ‟Other interest and commissions - financial income” amounting to Euro 56 thousand as at 30 June 2026 includes Euro 77
70 thousand of interest income related to a recovery of indirect taxes, paid in previous years by the Brazilian subsidiary, following a change in regulations (interest income of Euro 298 thousand as of 30 June 2025) and negative Euro 20 thousand related to dollar -linked bond instruments measured at amortised cost in the Argentine subsidiary (negative Euro 71 thousand as of 30 June 2025).
33. LOSSES (GAINS) FROM EQUITY INVESTMENTS
This item amounts to zero (unchanged compared to 30 June 2025).
34. INCOME TAXES
The detail is given below:
(in thousands of Euro) 1st half 2026 1st half 2025 Current taxes 8,350 6,926 Deferred tax liabilities (assets) 590 13 (Gain) loss from partecipation to fiscal consolidation 27 10
TOTAL 8,967 6,949
The average tax rate at 30 June 2026 is 32.1% (26.8% as at 30 June 2025).
The Pillar 2/GloBE rules came into force in Italy as of 1 January 2024 by means of Italian Legislative Decree no. 209/2023 implementing Directive No. 2523/2022/EU in Italy and are applicable to Sogefi S.p.A., providing that the entities that are part of the Group - wherever they are located - are subject to an effective income tax rate of at least 15%, to be determined on the basis of a detailed calculation based on the accounting and tax data of such entities. Where the actual level of taxation (so -called “Effective Tax Rate ”) is lower than the minimum level, this results in the application of a minimum tax (so -called “Top-up Tax ”) up to the value of actual taxation of 15%.
The Group, with the support of an external consultant, has assessed the impact of the legislation using the information available in the “Country -by-Country Report” (“Country -by-Country Report” or “CbCR”) and in the reporting packages prepared for consolidation purposes, whilst also making use of the so -called Transitional CbCR Safe Harbours (“TCSH”) applicable during the three -year period 2024 –2026 (the so -called “Transition Period”).
Based on our analysis, the Transitional CbCR Safe Harbour tests were met for the following jurisdictions: Argentina, Brazil, Canada, France, Germany, India, Mexico, Netherlands, United Kingdom, Romania, Spain and United States of America . For the first half of 2026, in these jurisdictions there were no changes in the business structure, and local legislation, which would suggest a change in the conclusions of the tests performed.
It should be noted, however, that in the second half of 2026, the sale of the “Precision Springs” business unit will be finalised; the entities within this unit – all wholly owned by the French company Sogefi Suspensions S.A. – operate in the following jurisdictions: France, the United Kingdom and the Netherlands. As a result of the aforementioned disposal, the Sogefi Group will no longer operate in the United Kingdom and the Netherlands.
China and Italy are jurisdictions where it was necessary to apply the full set of Pillar 2/GloBE rules: no additional tax has been estimated for Italy; whereas for China, the estimated impact for the first half of 2026 amounts to approximately Euro 80
71 thousand, equivalent to the estimated impact for the 2025 financial year, divided by two to reflect the half -yearly basis. This estimated value represents Sogefi Group's best estimate to date of the expected impact of the articulated set of Pillar 2/GloBE rules on the financial year 2026 and was determined by considering the amount of the pre -tax income (as resulting from the CbCR for the financial year 2025), the amount of the ‟Substance -Based Income Exclusion“ and a tax rate applied to calculate the estimated impact equal to the difference between 15% and the effective tax rate applied in the individual jurisdiction (obtained on the basis of the ‟Simplified effective tax rate test”). Since not all of the adjustments that would have been required by the Pillar 2/GloBE rules “when fully implemented ” have been considered for the forecast, the actual impact that such rules could have on the Sogefi Group's income could differ from the initial estimate made for FY 2025 and will be subject -
for the same financial year - to a more precise determination when calculating the Effective Tax Rate pursuant to the Pillar 2/GloBE rules for the fulfilment of reporting and payment obligations.
Finally, it should be noted that the Group did not recognise any effect for deferred taxation purposes resulting from the entry into force of the Pillar 2 rules as of 1 January 2024.
35. INCOME (LOSS) FROM DISCONTINUED OPERATIONS NET OF TAX
EFFECTS
On 24 April 2026, Sogefi entered into a Put Option agreement with Associated Metal Forming Technologies (AMFT), a company controlled by the investment fund One Equity Partners, for the sale of its precision spring manufacturing operations, “Precision Springs” (part of the Suspension division), comprising three plants located in France, the Netherlands and the UK, with a total turnover in 2025 of Euro 28.6 million and an EBITDA of Euro 3.8 million. Precision Springs’ business is not a core business for Sogefi , as its production is primarily aimed at customers and markets other than the Group’s core markets (Automotive and Heavy Duty) and does not offer any synergies with the Group’s other businesses. The sale will be based on a Net Enterprise Value of Euro 21 million and the equity value will take into account, in addition to the Net Enterprise Value , adjustments in line with market practice regarding debt items and working capital. The proceeds from the transaction will enable Sogefi to further strengthen its financial position and to fund investments aimed at streamlining operations and expanding in its core markets. The Put option was exercised on 19 June 2026, following the completion of consultation procedures with trade union representatives in France and the Netherlands; the transaction is expected to be finalised at the end of July 2026.
The following table shows the Result of discontinued operations at 30 June 2026 and 30 June 2025.
72 (in thousands of Euro) Sales revenues 14,485
Costs (12,931)
Operating income 1,554 Financial expenses (income), net (35) Income taxes (376) Net Operating income, net of tax effects 1,143 Ancillary charges (tax charges and costs arising from the sale transaction) (84) Income (loss) from discontinued operations net of tax
effects 1,0592026
Precision Springs
(in thousands of Euro)
Precision
SpringsFiltration
DivisionTotal
Sales revenues 14,173 - 14,173 Costs (13,116) - (13,116) Operating income 1,057 - 1,057 Financial expenses (income), net (38) - (38) Income taxes (247) - (247) Net Operating income, net of tax effects 772 - 772 Ancillary charges (tax charges and costs arising from the sale transaction) - 542 542 Income (loss) from discontinued operations net of tax effects 772 542 1,3142025
The following is a breakdown of the assets and liabilities reclassified under the heading “Assets held for sale”, amounting to Euro 21,260 thousand , and “Liabilities directly related to assets held for sale”, amounting to Euro 6,400 thousand, as at 30
June 2026:
(in thousands of Euro) Property, Plant and Equipment 9,094 Intangible Assets 45 Deferred Tax Assets 356
Inventories 4,143
Trade and Other Receivables 5,408 Cash and Cash Equivalents 2,214 Assets Held for Sale 21,260 Deferred Tax Liabilities (326) Trade and Other Payables (5,330) Other Non-current Liabilities (55) Current and Non-current Provisions (484) Lease Liabilities (205) Liabilities Directly Associated with Assets Held for Sale (6,400) Net Assets (Liabilities) 14,860June 30, 2026
73 36. DIVIDENDS PAID
In the first half of 2026, dividends totalling Euro 2,750 thousand were paid to minority shareholders.
The Company did not issue any shares other than ordinary shares and treasury shares are always excluded from the dividend.
37. EARNINGS PER SHARE (EPS)
Basic earnings per share is calculated by dividing the net profit/(loss) for the year, the profit/(loss) from operating activities and the profit/(loss) from discontinued operations, attributable to Shareholders holding ordinary shares of the Parent Company, by the weighted average number of shares outstanding during the year, excluding treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to take into account all potential ordinary shares that may result in a dilutive effect. The Company only has one category of potential ordinary shares, namely those deriving from the potential exercise of the stock grant plans granted to employees. The calculation of outstanding ordinary shares excludes treasury shares.
Basic EPS
Information on shares for the calculation of basic earnings per share is set out below.
2026 2025
Net result attributable to the ordinary shareholders (in thousands of Euro) 18,667 18,732 Weighted average number of shares outstanding (thousands) 119,257 119,070 Basic EPS (Euro) 0.157 0.157
2026 2025
Consolidated Statement of other comprehensive income attributable to the ordinary shareholders (in thousands of Euro) 24,548 3,568 Weighted average number of shares outstanding (thousands) 119,257 119,070 Basic EPS (Euro) 0.206 0.030
2026 2025
Net result of operating activity (in thousands of Euro) 18,977 19,013 Weighted average number of shares outstanding (thousands) 119,257 119,070 Basic EPS (Euro) 0.159 0.160
2026 2025
Net income (loss) from discontinued operations (in thousands of Euro) 1,059 1,314 Weighted average number of shares outstanding (thousands) 119,257 119,070 Basic EPS (Euro) 0.009 0.011
74 Diluted EPS The information relating to shares used for the calculation of diluted earnings per share is provided below.
2026 2025
Net result attributable to the ordinary shareholders (in thousands of Euro) 18,667 18,732 Weighted average number of shares outstanding (thousands) 119,257 119,070 Weighted average number of stock grant (thousands) 105 79 Adjusted weighted average number ofshares outstanding (thousands) 119,362 119,149 Diluted EPS (Euro) 0.156 0.157
2026 2025
Consolidated Statement of other comprehensive income attributable to the ordinary shareholders (in thousands of Euro) 24,548 3,568 Weighted average number of shares outstanding (thousands) 119,257 119,070 Weighted average number of stock grant (thousands) 105 79 Adjusted weighted average number ofshares outstanding (thousands) 119,362 119,149 Diluted EPS (Euro) 0.206 0.030
2026 2025
Net result of operating activity (in thousands of Euro) 18,977 19,013 Weighted average number of shares outstanding (thousands) 119,257 119,070 Weighted average number of stock grant (thousands) 105 79 Adjusted weighted average number ofshares outstanding (thousands) 119,362 119,149 Diluted EPS (Euro) 0.159 0.160
2026 2025
Net income (loss) from discontinued operations (in thousands of Euro) 1,059 1,314 Weighted average number of shares outstanding (thousands) 119,257 119,070 Weighted average number of stock grant (thousands) 105 79 Adjusted weighted average number ofshares outstanding (thousands) 119,362 119,149 Diluted EPS (Euro) 0.009 0.011
75
E) 38. RELATED PARTY TRANSACTIONS
See IAS 24 and the related communications from Consob for the definition of related party transactions.
The Group is controlled by the Parent Company CIR S.p.A. (which in turn is controlled by the ultimate Parent Company Fratelli De Benedetti S.p.A.), which as at 30 June 2026 held 59.60% of the share capital (60.02% of outstanding shares, excluding treasury shares). The shares of Sogefi S.p.A. are listed on the Euronext Star Milan Market.
The Group’s half -year condensed consolidated financial statements include the financial statements of the consolidated companies, listed in chapter H ‟Group companies” along with the stake held in the same by the Group.
Dealings between Group companies are conducted at arm’s length, taking into account the quality and type of services rendered.
The Parent Company Sogefi S.p.A., because of its role as Holding company, provides administrative, financial and management services directly to the two French sub -holding operative companies (Sogefi Suspensions S.A. and Sogefi Air & Cooling S.A.S.) which, in turn, beside s dealing with the services provided by the Parent Company to the companies operating in the relevant business units, provide directly to the latter support services as well as operating and business services. The Parent Company also debits and credits interest at a market spread to those subsidiaries that have joined the Group's cash pooling system. The Parent Company is also charging royalties fees on the Group ‟SAP” information system to those subsidiaries at which implementation has been completed.
The subsidiary Sogefi Gestion S.A.S. carries out centralised functions and charges Group companies for administrative, financial, legal, industrial and IT services as well as royalties for the use of Group -wide IT applications.
In the first half of 2026, a partial secondment agreement relating to a Key Management Personnel member was entered into between the Parent Company CIR S.p.A. and Sogefi S.p.A. The purpose of this agreement is to ensure and strengthen the coordination and supervision of Sogefi S. p.A’s finance and institutional relations functions, also with a view to enhancing their efficiency and optimisation, as well as to monitor and supervise the development of projects currently underway at Sogefi S.p.A. In the table included in this note, the related cost is included under the item “Compensation costs and related contributions to Manager with Strategic responsibilities ”.
The Parent Company Sogefi S.p.A. makes use of services provided by the parent company CIR S.p.A. in the following areas: support for Sustainability activities, IT assistance, administrative consulting services and the provision of the daily press review. These relationships are governed by contracts at market terms and the related cost reflects their actual value to the Sogefi Group, taking into account the resources dedicated and the specific economic benefits obtained. It should be noted that the Sogefi Group considers the provision of such services by the parent company to be preferable to services rendered by third parties, owing, among other factors, to the
76 extensive knowledge acquired over time of the business and market environment in which the Group operates.
As at 30 June 2026, the amount of services received by the Parent Company Sogefi S.p.A. from the parent company CIR S.p.A. amounted to Euro 40 thousand, compared with Euro 83 thousand as at 30 June 2025. As at 30 June 2026, the Parent Company Sogefi S.p.A. had payables of Euro 50 thousand to the parent company CIR S.p.A. in respect of the services received and the partial secondment agreement referred to above.
The Parent Company Sogefi S.p.A. had entered into a rental contract with the holding company CIR S.p.A. on the offices located in Milan, via Ciovassino 1 where Sogefi has its registered offices and administration.
As at 30 June 2026, the Italian companies of the Sogefi Group reported receivables from the parent company CIR S.p.A. relating to participation in the tax consolidation scheme amounting to Euro 922 thousand (Euro 2,794 thousand as at 31 December 2025, fully collected during the first half of 2026) and payables of Euro 414 thousand, also relating to participation in the tax consolidation scheme (Euro 372 thousand as at 31 December 2025). These amounts also include income arising from the transfer to companies participating in the CIR Group tax consolidation scheme of tax surpluses relating to the deductibility of interest expense, as well as consideration received for the transfer of tax surpluses by companies participating in the CIR Group tax consolidation scheme.
As regards economic transactions with the Board of Directors, Statutory Auditors, the Chief Executive Officer and the Managers with strategic responsibility, please refer to the attached table for remuneration paid in the first half of 2026.
Apart from those mentioned above and shown in the tables below, at the date of these half -year condensed consolidated financial statements, no other related party transactions were identified.
77 The following tables summarise related party transactions:
(in thousands of Euro) June 30, 2026 December 31, 2025
Receivables
- for the Group tax filing to CIR S.p.A. 818 2,695
- for income following the transfer of fiscal surplus to the CIR Group 104 99
Payables
- for Director's remuneration 4 14
- for cost recharged from CIR S.p.A 69 -
- for services received from CIR S.p.A. 50 17
- for the cost of transferring tax surpluses from the CIR Group 131 99
- for the Group tax filing to CIR S.p.A. 283 273 Right of use (*)
- for rental property 334 388 Financial debts for right of use (*)
- for rental property 372 421 (in thousands of Euro) 1st half 2026 1st half 2025
Costs
- for services received from CIR S.p.A. 40 83
- for rental contract from CIR S.p.A. 10 10
- for reversal cost from the CIR S.p.A. 72 81
- amortization of right of use (*) 53 53
- for the cost of transferring tax surpluses from the CIR Group 131 70
Revenues
- for income following the transfer of fiscal surplus to the CIR Group 104 60 Compensation of directors and statutory auditors
- directors 280 274
- directors charged back to the parent company 10 10
- statutory auditors 47 47
- contribution charges on compensation to directors and statutory auditors 24 27 Compensation and related contributions to Manager with strategic responsibilities ex Consob resolution no. 17221/2010 (**) 1,132 1,359 (*)Asof30June 2026, rental payments ofEuro 60thousand have accrued relating totherental contract oftheheadquarters inViaCiovassino 1,Milan accounted for in accordance with IFRS 16.
(**) The item also includes thenetnotional cost ofstock grant plans amounting toEuro 182thousand (Euro 172thousand inthefirst halfof2025), recognized under “Other non-operating expenses (income)”.
78 F) COMMITMENTS AND RISKS
39. INVESTMENT COMMITMENTS
At 30 June 2026, Group companies have binding commitments for investments relating to the purchase of property, plant and equipment for Euro 2,823 thousand (Euro 2,730 thousand at 31 December 2025).
40. GUARANTEES GIVEN
Details of guarantees are as follows:
(in thousands of Euro) June 30, 2026 December 31, 2025
PERSONAL GUARANTEES GIVEN
a) Sureties to third parties 516 516 b) Other personal guarantees in favour of third parties 1.516 1.637
TOTAL PERSONAL GUARANTEES GIVEN 2.032 2.153
The guarantees given in favour of third parties mainly relate to guarantees given to certain customers by subsidiary Sogefi Suspensions Heavy Duty Italy S.p.A.;
guarantees are shown at a value equal to the outstanding commitment at the end of the reporting period. These accounts indicate risks, commitments and guarantees provided by Group companies to third parties.
The ‟Other personal guarantees in favour of third parties” relate to the commitment of the subsidiary Sogefi HD Suspensions Germany GmbH to the employee pension fund for the two business lines at the time it was acquired in 1996; this commitment is covered by the contractual obligations of the seller, who is a leading German operator.
It should also be noted that the subsidiaries Sogefi (Suzhou) Auto Parts Co., Ltd. and Sogefi ADM Suspensions Private Limited have granted security interests to lending institutions over property, plant and equipment, trade receivables and inventories, with a total carrying amount of Euro 7,797 thousand, securing outstanding borrowings of Euro 155 thousand. (As at December 31, 2025, the carrying amount of the assets pledged as collateral amounted to Euro 6,991 thousand, securing outstanding borrowings of Euro 814 thousand.)
41. OTHER RISKS
As at 30 June 2026, the Group had third -party goods and materials held at Group companies worth Euro 2,377 thousand.
79 42. CONTINGENT ASSETS/LIABILITIES
Potential liabilities
In October 2016, the Parent Company Sogefi S.p.A. received four notices of assessment relating to fiscal periods 2011 and 2012, as a result of a tax audit carried out during the first half year 2016, with two irregularities: i ) undue detraction of Euro 0.6 million of VAT paid on purchases of goods and services, ii) non -deductibility from IRES tax (and relating non -deductibility for VAT of Euro 0.2 million) of the expense for services performed by parent company CIR S.p.A., for the overall taxable amount of Euro 1.3 million, not including interest and fines. The notices were challenged by the Company before the Province Tax Commission of Mantua, which on 14 July 2017 filed judgement no. 119/02/2017, ruling in favour of the Company on all claims. The Italian Tax Agency filed an appeal against parts of the judgement, requesting that only the notices of VAT assessment be sustained, and finally waiving the notices of IRES assessment (Italian Corporate Income Tax). The Company has filed its rebuttal arguments against this partial appeal. On 19 November 2019, a hearing was held at the Lombardy Regional Tax Committee, which accepted the Authority's argument. The judgement of the Regional Tax Committee (C.T.R.) of Lombardy, Brescia local unit, (no. 1/26/2020) was challenged by the Company before the Cassation on 30 September 2020. The Authority, through the Avvocatura Generale dello Stato (office of State lawyers), filed a defence.
On 31 December 2020, pending judgment on the merits, the Company paid the provisional amount ordered under Regional Tax Committee judgement no.
1/26/2020. This amount of Euro 1.3 million is included in the item ‟Tax receivables”.
The public hearing was held on 6 November 2024. On 21 December 2024, the Italian Court of Cassation upheld the Company's appeal, overturning the CTR's judgment and referring it to another section of the Lombardy Tax Court of Second Instance to ascertain whether the system for determining the pro rata VAT used by the Company “is capable of identifying transactions that are actually eligible for deduction”.
Following this positive outcome, on 19 June 2025, the Company resumed proceedings before the Lombardy Tax Court of Second Instance, pursuant to Article 63 of Italian Legislative Decree no. 546/1992.
Based on the tax advisor's opinion, Directors believe the risk of losing to be possible but not likely. Consequently, the Company did not set aside any amount for tax risks to contingent liabilities in financial statements as at 30 June 2026.
In July 2025, the Italian Revenue Agency launched a tax audit of the parent company, Sogefi Spa, in relation to the 2021 tax year, covering corporate income tax, IRAP, VAT, withholding tax and transfer pricing. The audit was completed on 31 October 2025 with the handover of the Audit Report. The Company subsequently received a draft assessment notice ( schema di atto ) served by the Italian Revenue Agency, disputing the failure to charge an arm's length fee for guarantees granted to its subsidiaries, and received information requests seeking transfer pricing documentation and documentation relating to the guarantees granted by the Company for the 2020, 2022 and 2023 financial years, later extended to 2024. The Company believes it acted in compliance with transfer pricing regulations; however, solely to avoid lengthy and costly litigation, it filed an application for settlement by agreement (accertamento con adesione) in relation to the draft assessment notice for the 2021 financial year . Following numerous discussions with the Tax Authorities,
80 the Company remains confident that it has acted correctly and that the tax treatment originally applied during the years 2020 -2024 was appropriate. However, solely for the purpose of avoiding lengthy and costly litigation, the Company is evaluating the possibility of reaching a settlement agreement with the Italian Revenue Agency and has therefore recognised the related liability in its financial statements on a precautionary basis.
43. ATYPICAL OR UNUSUAL TRANSACTIONS
Pursuant to Consob Communication dated 28 July 2006, it is specified that the Group did not implement any atypical and/or unusual transactions during the first half -year 2026.
44. SUBSEQUENT EVENTS
No significant events occurred after 30 June 2026.
81
G) 45. FINANCIAL INSTRUMENTS
A) Exchange risk – not designated in hedge accounting
As at 30 June 2026 the following forward purchase/sale contracts were maintained to hedge the exchange risk on intercompany financial positions and on commercial
positions:
Company Date openedCurrency exchangeSpot price Date closedForward priceFair value at
06.30.2026 (*)
Sogefi Suspension
Brasil Ltda S USD 200,000 2026-05-07 BRL/valuta 4.9274 2026-07-16 5.0013 0
Sogefi Suspension
Brasil Ltda S USD 150,000 2026-06-19 BRL/valuta 5.1421 2026-08-20 5.2172 0
Sogefi Suspensions
Argentina P USD 150,000 2026-06-25 ARP/valuta 1.477 2026-07-31 1.5110 0Forward purchase/
Forward sale
* Fair values have been recognised under ‟ Other short -term liabilities for derivative ”.
B) Fair value of derivatives
The fair value of all derivatives was calculated using the forward curves of exchange and interest rates as at 30 June 2026, also taking into account a credit valuation adjustment/debit valuation adjustment. The fair value amounts of derivatives are classified as Level 2 in fair value hierarchy, based on the significance of the inputs used in fair value measurements.
82 H) GROUP COMPANIES
46. LIST OF GROUP COMPANIES AS AT 30 June 202 6
SUBSIDIARIES CONSOLIDATED ON A LINE -BY-LINE BASIS
Direct equity investments Currency Share capital Number of shares % held Par value per share Par value of the
interest held
SOGEFI SUSPENSIONS S.A. Euro 232,902,666 4,345,198 99.999 54 232,902,613
Guyancourt (France)
SOGEFI GESTION S.A.S. Euro 100,000 10,000 100 10 100,000
Guyancourt (France)
SHANGHAI SOGEFI AUTO
PARTS Co., LtdUSD 13,000,000 (1) 100 (2) 13,000,000
Shanghai (China)
SOGEFI AIR & COOLING S.A.S. Euro 54,938,125 36,025 100 1,525 54,938,125
Guyancourt (France)
SOGEFI (SUZHOU) AUTO
PARTS CO., LtdUSD 37,400,000 (1) 100 (2) 37,400,000
Wujiang (China)
(1) The share capital is not divided in shares or quotas.
(2) There is no nominal value per share .
83 Indirect equity investments Currency Share capital Number of shares % held Par value per share Par value of the
interest held
AIR&COOLING BUSINESS UNIT
SOGEFI AIR & COOLING CANADA CORP. CAD 111,741,690 2,353 100 (2) 111,741,690
Nova Scotia (Canada) held by Sogefi Air & Cooling S.A.S.
SOGEFI AIR & COOLING USA, Inc. USD 100 1,000 100 0.1 100
Wilmington (U.S.A.)
held by Sogefi Air & Cooling S.A.S.
S.C. SOGEFI AIR & COOLING S.r.l. RON 7,087,610 708,761 100 10 7,087,610
Titesti (Romania)
held by Sogefi Air & Cooling S.A.S.
ATN MOLD & PARTS (SAS) Euro 400,000 4,000 100 100 400,000
Alsace (France)
held by Sogefi Air & Cooling S.A.S.
SOGEFI ENGINE SYSTEMS MEXICO S. de
R.L. de C.V.MXN 1,327,178,410 100 1,327,178,410
Apodaca (Mexico)
0.0000007921% held by Sogefi Air & Cooling
S.A.S.1 1
1 1,327,178,409
SOGEFI JAVA Air & Cooling private limited India INR 219,998,750 17,599,900 80 10 175,999,000
Noida (India)
Held by Sogefi Air & Cooling S.A.S.99.9999992079% held by Sogefi Air & Cooling Canada Corp.
(2) There is no nominal value per share.
84 Indirect equity investments Currency Share capital Number of shares % held Par value per share Par value of the
interest held
SUSPENSIONS BUSINESS UNIT
SOGEFI HD SUSPENSIONS GERMANY
GmbH Euro 50,000 1 100 50,000 50,000
Volklingen (Germany)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION ARGENTINA S.A. ARS 61,356,535 61,351,555 99.99 1 61,351,555
Buenos Aires (Argentina) 89.999% held by Sogefi Suspensions S.A.
9.9918% held by Sogefi Suspension Brasil Ltda
IBERICA DE SUSPENSIONES S.L. (ISSA) Euro 10,529,668 5,264,834 50 1 5,264,834
Alsasua (Spain)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION BRASIL Ltda BRL 37,161,683 37,161,683 100 1 37,161,683
São Paulo (Brazil) held by Sogefi Suspensions S.A.
UNITED SPRINGS Limited GBP 4,500,000 4,500,000 100 1 4,500,000
Rochdale (Great Britain) held by Sogefi Suspensions S.A.
UNITED SPRINGS B.V. Euro 254,979 254,979 100 1 254,979
Hengelo (Holland)
held by Sogefi Suspensions S.A.
UNITED SPRINGS S.A.S. Euro 5,109,000 2,043,600 100 2.5 5,109,000
Guyancourt (France)
held by Sogefi Suspensions S.A.
S.ARA COMPOSITE S.A.S. Euro 13,000,000 25,000,000 96.15 0.5 12,500,000
Guyancourt (France)
held by Sogefi Suspensions S.A.
SOGEFI ADM SUSPENSIONS Private
LimitedINR 432,000,000 32,066,926 74.23 10 320,669,260
Pune (India)
held by Sogefi Suspensions S.A.
SOGEFI SUSPENSIONS HEAVY DUTY
ITALY S.P.A.Euro 6,000,000 5,992,531 99.88 1 5,992,531
Puegnago sul Garda (Italy) held by Sogefi Suspensions S.A.
SOGEFI SUSPENSIONS PASSENGER CAR
ITALY S.P.A.Euro 8,000,000 7,990,043 99.88 1 7,990,043
Settimo Torinese (Italy) held by Sogefi Suspensions S.A.
SOGEFI SUSPENSION EASTERN EUROPE
S.R.L.RON 146,852,960 14,685,296 100.0 10 146,852,960
Oradea (Romania)
held by Sogefi Suspensions S.A.
85 DECLARATION OF THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS PURSUANT TO ART. 81 -TER OF CONSOB
RESOLUTION No. 11971 OF MAY 14, 1999 AND SUBSEQUENT
MODIFICATIONS AND INTEGRATIONS
1. The undersigned:
Monica Mondardini – Executive Chairperson of Sogefi S.p.A.
Maria Beatrice De Minicis – Manager responsible for preparing Sogefi S.p.A.’s
financial reports
hereby certify, having also taken into consideration the provisions of Article 154 -
bis, paragraph 3 and 4, of Italian Legislative Decree n. 58 of February 24, 1998,
that:
the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements for the 2026 first half:
● are adequate with respect to the company structure and ● have been effectively applied.
2. No relevant aspects are to be reported on this subject.
3. It is also certified that:
3.1 the condensed interim consolidated financial statements as at June 30, 2026:
- have been prepared in accordance with international accounting standards as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002;
- correspond to the books and accounting records;
- provide a true and fair representation of the financial position, result of operations and cash flow of the issuer and the subsidiaries included in the scope of consolidation.
3.2 the interim report on operations of the Group includes a reliable analysis of the significant events that occurred in the first half of the year and their impact on the half -year condensed interim consolidated financial statements. In addition, the report includes a description of the main risks and uncertainties for the remaining six months of the year and a reliable analysis of the information about any significant related party transactions.
Milan, July 27, 2026
Executive Chairwoman Manager responsible for preparing financial reports
Monica Mondardini Maria Beatrice De Minicis
Sogefi S.p.A.
Review report on the interim condensed consolidated
financial statements
(Translation from the original Italian text)
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano Sede Secondaria: Via Lombardia, 31 – 00187 Roma Capitale Sociale Euro 3.000.000 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998
A member firm of Ernst & Young Global Limited
EY S.p.A.
Via Giuseppe Giacosa, 38 1012 5 Torino Tel: +39 011 5161611 Fax: +39 011 5612554
ey.com
Review report on the interim condensed consolidated financial
statements
(Translation from the original Italian text)
To the Shareholders of Sogefi S.p.A.
Introduction
We have reviewed the accompany ing half -yearly condensed consolidated financial statements of Sogefi S.p.A. and subsidiaries (the “ Sogefi Group”), which comprise the consolidated statement of financial position as of June 30, 2026 and the consolidated income statement , consolidated statement of other comprehensive income , consolidated cash flow statement and consolidated statement of changes in equity for the six month s period then ended , and the related explanatory and supplementary notes . The Directors are responsible for the preparation of the half-year ly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34 ) as issued by the International Accounting Standards Board and adopted by the European Union. Our responsibility is to express a conclusion on the half -yearly condensed consolidated financial statements based on our review .
Scope of Review We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange (“Consob”) for the review of the half -yearly financial statements under Resolution n ° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit con ducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half -yearly condensed consolidated financial statements of the Sogefi Group as at June 30, 2026 are not prepared , in all material respects , in accordance with the International Accounting Standard applicable to the interim financial reporting ( IAS 34 ) as issued by the International Accounting Standards Board and adopted by the European Union .
Other Matter
The consolidated financial statements of the Sogefi Group for the period ended as of December 31, 2025 and the half -yearly condensed consolidated financial statements as at June 30, 2025 have been respectively audited and reviewed by other auditors that on March 27, 2026 and on July 31, 2025 expressed an unmodified opinion and an unmodified conclusion on those consolidated financial statements .
Turin , August 5, 2026
EY S.p.A.
Signed by: Massimiliano Formetta , Statutory Auditor
This 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.