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Geox

Interim / Quarterly Report Aug 7, 2025

4421_rns_2025-08-07_9b41b6e0-f649-4e3e-a723-c64805c7f10d.pdf

Interim / Quarterly Report

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2025 HALF-YEAR FINANCIAL REPORT

CONTENTS

Geox S.p.A. Registered Offices in Italy - Via Feltrina Centro 16, Biadene di Montebelluna (Treviso) Share Capital - Euro 36,690,453.10 fully paid Tax Code and Treviso Companies Register No. 03348440268

DIRECTORS' REPORT 5
Profile 6
The distribution system 7
The production system 8
Human resources 9
Shareholders 10
Financial communication10
Control of the Company10
Shares held by directors and statutory auditors10
Company Officers 11
Group Structure 12
Alternative performance measures 13
Economic results 13
Economic results summary 13
Sales14
COGS and gross margin17
Operating expenses17
EBITDA and EBIT 17
Financial income and expenses 17
Income taxes17
IFRS 16 effects on first half 2025 Profit and Loss18
The Group's financial performance 19
The Group's financial performance 19
IFRS 16 effects on Group's financial performance 21
Consolidated cash flow statement and investments of the period22
IFRS 16 effects on consolidated cash flow statement 23
Treasury shares and equity interests in parent companies 24
Stock Plan 24
Transaction between Related parties 25
Significant events during the period 25
Significant subsequent events after June 30, 2025 25
Outlook 26
HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY
NOTES………………………………………………………………………………………………………………….27
ATTACHMENTS 86

DIRECTORS' REPORT

Profile

The Geox Group creates, produces, promotes and distributes Geox-brand footwear and apparel, the main feature of which is the use of innovative and technological solutions that can guarantee the ability to breathe and remain waterproof at the same time.

The extraordinary success that Geox has achieved is due to the technological characteristics of its shoes and apparel that improve foot and body comfort in a way that consumers are able to appreciate immediately.

Geox's innovation stems essentially from the creation and development of special outsoles: thanks to a special membrane that is permeable to vapour but impermeable to water, rubber outsoles are able to breathe and leather outsoles remain waterproof. In the apparel sector the innovation increases the expulsion of body's internal humidity thanks to hollow spaces and aerators.

The distribution system

Geox distributes its products through about 9,000 multi-brand selling points and also through a Geox shops network (Franchising and DOS – directly operated stores).

As of June 30, 2025, the overall number of "Geox Shops" was 590, of which 238 operated directly, 226 in franchising and 126 under license agreement.

Geox Shops

(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland

The production system

Geox's production system is organized so as to ensure the attainment of three strategic objectives:

  • maintaining high quality standards;
  • continuously improving flexibility and time to market;
  • increasing productivity and reducing costs.

Production is completed by selected partners mainly in the Far East. All stages of the production process are under the strict control and coordination of the Geox organization.

Great care is taken by the Group in selecting third-party producers, taking into account their technical skills, quality standards and ability to handle the production volumes which are assigned by the agreed deadlines.

All of the output from these manufacturing locations is consolidated at the Group's distribution centers in Italy for Europe, Moscow for Russia, Ontario for Canada and Hong Kong for the rest of Asia.

In the latter part of the year 2024, distribution centers in New Jersey and Shanghai were closed following the closure of the Group's direct operations in those countries.

Human resources

As at June 30, 2025 the Group had 2,397 employees, showing a decrease of 57 employees compared with 2,454 employees at 31 December 2024.

As at June 30, 2025, the employees were split as follows:

Level 06-30-2025
Managers 34 41
Middle Managers and office staff 746 794
Shop Employees 1,616 1,618
Factory Workers 1 1
Total 2,397 2,454

The graph shows the employees of the Group as at June 30, 2025 broken down by geographic area:

(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland

Shareholders

Financial communication

Geox maintains a constant dialogue with individual shareholders, institutional investors and financial analysts through its Investor Relations function, which actively provides information to the market to consolidate and enhance confidence and level of understanding of the Group and its businesses.

The Investor Relations section, at www.geox.biz, provides historical financial data and highlights, investor presentations, quarterly publications, official communications and real time trading information on Geox shares.

Control of the Company

Geox S.p.A. is a joint-stock company incorporated and domiciled in Italy with registered office in Via Feltrina Centro 16, Biadene di Montebelluna (TV), Italy. It is specified that the Company has no secondary offices.

LIR S.r.l. holds a controlling interest in the share capital of Geox S.p.A. with a shareholding of 71.16%. LIR S.r.l., with registered offices in Montebelluna (TV), Italy, is an investment holding company that belongs entirely to Mario Moretti Polegato and Enrico Moretti Polegato (who respectively own 85% and 15% of the share capital).

Geox S.p.A. is not subject to management and coordination activities exercised by another person or entity for the reasons illustrated in the Directors' Report to which reference should be made.

Shares held by directors and statutory auditors

As mentioned previously, the directors Mr. Mario Moretti Polegato and Mr. Enrico Moretti Polegato directly hold the entire share capital of LIR S.r.l., the Parent Company of Geox S.p.A..

Directors, statutory auditors and executives with strategic responsibilities have submitted declarations that they hold 193,213 shares of the Company as of June 30, 2025. These shares are held exclusively by key management executives.

Company Officers

Board of Directors

Francesco Di Giovanni (1) Claudia Baggio Ubaldo Livolsi (3) Alessandro Antonio Giusti (2) Clelia Leonello (2) (3) Independent Director Silvia Zamperoni (3) Independent Director Gaudiana Giusti (2) (3) Independent Director

Name Position and independent status (where applicable)

Mario Moretti Polegato (1) Chairman and Executive Director Enrico Moretti Polegato (1) Vice Chairman and Executive Director CEO and Executive Director Director Director Director

(1) Member of the Executives Committee

(2) Member of the Audit, Risk and Sustainability Committee

(3) Member of the Nomination and Compensation Committee

Board of Statutory Auditors

Name Position
Valeria Conti Chairman
Giovanni Naccarato Statutory Auditor
Fabio Tempestini Statutory Auditor
Francesca Salvi Alternate Auditor
Matteo Toffolatti Alternate Auditor

Independent Auditors

KPMG S.p.A.

Group Structure

The structure of the Group controlled by Geox S.p.A., which acts as an operating holding company, is split into 3 macrogroups:

  • Non-EU trading companies. Their role is to monitor and develop the business in the various markets. They operate on the basis of licensing or distribution agreements stipulated with the Parent Company.
  • EU companies. At the beginning their role was to provide commercial customer services and coordinate the sales network in favor of the Parent Company which distributes the products directly on a wholesale basis. Then, they started to manage the Group's own shops in the various countries belonging to the European Union.
  • European trading companies. They are responsible for developing and overseeing their area in order to provide a better customer service, increasing the presence of the Group through localized direct sales force and investments in showrooms closer to the market. The trading companies in Switzerland, Russia and UK, also have the need of purchasing a product immediately marketable in the territory, having already complied with the customs.

Alternative performance measures

In order to better assess its performance, Geox Group makes use of some alternative performance measures which are not identified as accounting measures under IFRS. Management believes that these measures are useful in assessing the Group's operating performance and comparing it to that of companies operating in the same sector, and are intended to provide a supplementary view of results. These alternative performance measures are derived exclusively from historical financial data of the Group and are not to be considered as substitutes for IFRS measures.

The definitions of the alternative performance measures adopted in this document are provided below:

  • Revenues at constant exchange rates: they are represented by the translation of revenues in foreign currencies other than the euro at the same exchange rate as the current year, also for previous year's values.
  • Like for like (LFL): it represents the revenue trend for the current year at a constant perimeter compared to the previous year.
  • EBITDA: it is Operating profit before Amortization and Depreciation and write-downs of tangible/intangible assets and Right-of-use assets.
  • Net working capital: it is Inventories, plus Accounts Receivables net of Trade Payables.
  • Invested Capital: it is the total amount of Non current assets, Current assets excluding financial assets (Other current financial assets and Cash and cash equivalents), net of Non current liabilities, Current liabilities, excluding financial liabilities (Current and non current interest-bearing loans & borrowings, Other current and non current financial liabilities, and Current and non current lease liabilities).
  • IFRS 16 Impact: it identifies the accounting effects of the application of IFRS 16 on the Group's financial statements by extrapolating the impact of the various items related to Lease Assets and Lease Financial Liabilities.
  • Adjustments impact: it identifies the accounting effects on individual line items by extrapolating the impact of some extraordinary and non-recurring costs.

Economic results

Economic results summary

Sales for the first half of 2025 declined by approximately Euro 15 million (-4.7%) compared to the same period of the previous year. Excluding the impact of the closure of the subsidiaries in China and the United States, the decline amounted to Euro 6.1 million (-1.9%).

Gross margin remained stable as a percentage of sales (51.2%), resulting in an absolute decrease of approximately Euro 7.7 million.

In response to these dynamics, management is continuing the implementation of the operational efficiency plan launched in the previous year, aimed at containing the cost base. In the first half of 2025, this plan generated savings of approximately Euro 13.8 million compared to the same period of the previous year.

Thanks to these measures and their timely execution, the operating result, net of non-recurring costs (Adjusted EBIT), amounted to Euro 0.6 million, marking a significant improvement compared to the same period of the previous year, which had recorded a negative result of Euro 5.5 million.

The net result was also impacted by extraordinary costs related to the ongoing transformation process, which generated non-recurring expenses totaling Euro 1.7 million.

Below is a summary of the Group's results for the first half of 2025:

  • Sales amounted to Euro 305.3 million, down by 4.7% compared to the first half of 2024;
  • Adjusted EBITDA excluding IFRS 16 impact stood at Euro 8.6 million, compared to Euro 4.0 million in the first half of 2024;
  • Adjusted operating result (EBIT) was positive at Euro 0.6 million, compared to negative Euro 5.5 million in the first half of 2024;
  • Adjusted net result amounted to Euro -3.1 million, compared to Euro -15.4 million in the first half of 2024.

The consolidated income statement is shown below:

(Thousands of Euro) I half
2025
Non
recurring
items
I half
2025
Adjusted
% I half
2024
%
Sales 305,295 - 305,295 100.0% 320,385 100.0%
Cost of sales (149,008) - (149,008) (156,398)
(48.8%) (48.8%)
Gross margin 156,287 - 156,287 51.2% 163,987 51.2%
Selling and distribution costs (16,626) - (16,626) (5.4%) (17,329) (5.4%)
Advertising and promotion costs (11,373) - (11,373) (3.7%) (13,759) (4.3%)
General and administrative expenses (129,432) 1,748 (127,684) (41.8%) (138,411) (43.2%)
EBIT (1,144) 1,748 604 0.2% (5,512) (1.7%)
Net financial expenses (2,548) - (2,548) (0.8%) (6,480) (2.0%)
PBT (3,692) 1,748 (1,944) (0.6%) (11,992) (3.7%)
Income tax (1,202) - (1,202) (0.4%) (3,453) (1.1%)
Net result (4,894) 1,748 (3,146) (1.0%) (15,445) (4.8%)
EBITDA 32,425 34,173 11.2% 29,052 9.1%
EBITDA excl. IFRS 16 6,837 8,585 2.8% 4,013 1.3%

Sales

Consolidated sales for the first half of 2025 amounted to Euro 305.3 million, down 4.7% compared to the same period of the previous year (-4.9% at constant exchange rates), primarily due to the perimeter variation following the closure of operations in the Chinese and U.S. markets during 2024.

Second-quarter performance was weaker than the same period of the previous year, with sales totaling Euro 116.3 million (-8.3% at current exchange rates). Excluding the impact of the closure of the subsidiaries in China and the United States, the decline amounted to Euro 6.0 million (-4.9%).

Sales by Distribution Channel

(Thousands of Euro) I half 2025 % I half 2024 % Var. %
Wholesale 100,572 32.9% 106,488 33.2% (5.6%)
Retail 124,068 40.6% 126,790 39.6% (2.1%)
Web 80,655 26.4% 87,107 27.2% (7.4%)
Total Sales 305,295 100.0% 320,385 100.0% (4.7%)

Wholesale channel sales amounted to Euro 100.6 million, representing 32.9% of total Group sales (33.2% in the first half of 2024), recording a decline of 5.6% at current exchange rates (-5.7% at constant exchange rates) compared to Euro 106.5 million in the first half of 2024. Excluding the impact of the closure of the subsidiaries in China and the United States, the decrease amounted to Euro 4.4 million (-4.2%). This performance reflects a lower order intake for the SS25 collection compared to the previous year (SS24).

Starting from this fiscal year, the Wholesale channel includes, in addition to sales to multibrand stores, also sales to Geox mono-brand franchised stores operating under a Wholesale model.

Retail channel sales amounted to Euro 124.1 million, accounting for 40.6% of total Group sales, down from Euro 126.8 million in the first six months of 2024 (-2.1% at current exchange rates, -2.2% at constant exchange rates). Excluding the impact of the closure of the subsidiaries in China and the United States, the decrease amounted to Euro 0.2 million (-0.2%). This decline is mainly attributable to a negative net perimeter effect (Euro -0.5 million), following store closures carried out during 2024. It is worth noting, however, that comparable sales (LFL) of mono-brand physical stores were slightly positive compared to the previous year.

Starting from this fiscal year, the Retail channel includes, in addition to sales from DOS B&M, sales generated from Geox mono-brand franchised stores operating under a "Direct to Consumer" model (In Deal – Retail).

The number of directly operated physical stores (DOS Retail) decreased from 249 in June 2024 to 238 in June 2025, while the number of franchised points of sale (In Deal – Retail) declined from 153 to 126 over the same period.

Sales generated through digital channels - which, starting from this year, include the owned website and marketplaces, both directly managed and operating under a Wholesale model - recorded a decline of 7.4% compared to the first half of 2024. Excluding the impact of the closure of the subsidiaries in China and the United States, the decrease amounted to Euro 1.4 million (-1.7%). The positive performance of the owned website was not sufficient to offset the lower order volumes from Wholesale web platforms.

Sales by region

(Thousands of Euro) I half 2025 % I half 2024
%
Var. %
Italy 90,460 29.6% 89,016 27.8% 1.6%
Europe (*) 144,723 47.4% 146,401 45.7% (1.1%)
Other countries 70,112 23.0% 84,968 26.5% (17.5%)
Total Sales 305,295 100.0% 320,385 100.0% (4.7%)

(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland

Sales generated in Italy accounted for 29.6% of total Group sales (27.8% in the first half of 2024), amounting to Euro 90.5 million, up 1.6% compared to Euro 89.0 million in the first six months of 2024. This result is primarily attributable to the strong performance of the Web channel (+43.8%) and the substantial stability of the Retail channel (+0.2%), which more than offset the decline in the Wholesale channel.

Sales generated in Europe represented 47.4% of total Group sales (45.7% in the first half of 2024), amounting to Euro 144.7 million compared to Euro 146.4 million in the first half of 2024, marking a slight decline of 1.1%, mainly due to weak performance in the DACH region and the Iberian Peninsula. Physical stores in Europe recorded higher comparable sales versus the previous year, both in DOS B&M (+4.0%) and Franchising In Deal (+2.1%), while Wholesale channel sales declined (-6.2% compared to the previous year), primarily affected by lower orders from France and the Iberian Peninsula.

Sales in Other Countries amounted to Euro 70.1 million, down 17.5% (-17.8% at constant exchange rates) compared to the first half of 2024, due to negative performances in both the Wholesale and Direct channels.

This decrease is primarily attributable to the different geographic perimeter, as the first half of the previous year included sales generated in the United States and China for a total of approximately Euro 9 million. Sales in this area were also negatively impacted by the performance in Russia and surrounding regions, only partially offset by positive results in Canada (+14.5% compared to the first half of 2024) and the MEA region (+18.6% compared to the first half of 2024).

Sales by product category

(Thousands of Euro) I half 2025 % I half 2024 % Var. %
Footwear 280,651 91.9% 291,858 91.1% (3.8%)
Apparel 24,644 8.1% 28,527 8.9% (13.6%)
Total Sales 305,295 100.0% 320,385 100.0% (4.7%)

Footwear accounted for 91.9% of consolidated sales, reaching Euro 280.7 million, marking a 3.8% decline (-4.0% at constant exchange rates) compared to first half 2024. Sales from apparel represented 8.1% of consolidated sales, amounting to Euro 24.6 million, down 13.6% at current exchange rates (-14.0% at constant exchange rates).

Mono-brand store network – Geox shops

As at 30 June 2025 the total number of "Geox Shops" was 590 of which 238 DOS. During first six months 2025, 10 new Geox Shops were opened and 36 were closed, in line with the planned optimization of shops in the more mature markets and an expansion in countries where the Group's presence is still limited but developing positively.

06-30-2025 12-31-2024 I half 2025
Geox
Shops
of which
DOS
Geox
Shops
of which
DOS
Perimeter
Change
Openings Closings
Italy 159 105 173 107 (14) 1 (15)
Europe (*) 154 89 155 87 (1) 6 (7)
Other countries (**) 277 44 288 46 (11) 3 (14)
Total 590 238 616 240 (26) 10 (36)

(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland

(**) Includes Under License Agreement Shops (126 as of June 30, 2025, 127 as of December 31, 2024). Sales from these shops are not included in the franchising channel.

Group operating performance: other income statement items

The first half 2025 results are presented adjusted for certain non-ordinary and non-recurring costs, as previously outlined, to ensure comparability with the same period of previous year. Below are the key highlights:

COGS and gross margin

Cost of sales amounted to 48.8%, resulting in a gross margin of 51.2%, in line with the figure recorded in the first half of 2024. The stability of the gross margin percentage confirms and consolidates the now well-established conditions of the supply chain.

Operating expenses

Total operating costs for the first half of 2025, adjusted for non-recurring items amounting to Euro 1.7 million, stood at Euro 155.7 million compared to Euro 169.5 million in the first half of 2024, marking a reduction of Euro 13.8 million. The incidence on sales stood at 51.0%, showing an improvement compared to 52.9% in the first six months of 2024.

Management remains focused on consolidating and implementing key efficiency and rationalization initiatives. In the first half of 2025:

  • Selling and distribution costs amounted to Euro 16.6 million (Euro 17.3 million in the first half of 2024), recording an absolute reduction of Euro 0.7 million. These costs accounted for 5.4% of sales, in line with the first half of previous year;
  • Advertising and promotion expenses totaled Euro 11.4 million, with an incidence on sales of 3.7%, down Euro 2.4 million compared to Euro 13.8 million in the same period of the previous year (4.3% incidence in the first half of 2024).
  • Adjusted general and administrative expenses amounted to Euro 127.7 million (41.8% of sales), recording a significant reduction of Euro 10.7 million compared to Euro 138.4 million in the first half of 2024 (43.2% of sales).

EBITDA and EBIT

Adjusted EBITDA amounted to Euro 34.2 million (11.2% of sales), compared to Euro 29.1 million in the first half of 2024 (9.1% of sales). Adjusted EBITDA before the application of IFRS 16 and net of the extraordinary costs stood at Euro 8.6 million (Euro 4.0 million in the first half of 2024). Adjusted operating result (EBIT) was Euro 0.6 million, showing a clear improvement compared to the first half of 2024, when it was negative at Euro 5.5 million.

Financial income and expenses

Net financial income and expenses amounted to Euro -2.5 million, significantly improving compared to the first half of 2024 (Euro -6.5 million).

The main components include:

  • Interest expense on financial debt totaled Euro 3.0 million, slightly down from the first half of previous year (Euro 3.7 million), supported by a lower average level of indebtedness during the period, following the capital increase;
  • IFRS 16-related financial costs amounted to Euro 2.8 million (Euro 2.3 million in the first half of previous year);
  • Positive exchange rate differences of approximately Euro 4.9 million (Euro 1.1 million in the first half 2024), mainly attributable to the subsidiary in Russia.

Income taxes

Income taxes for the first half of 2025 amounted to Euro 1.2 million, compared to Euro 3.5 million in 2024. The noncash charge recorded in the first half of 2024 was primarily due to the reversal of deferred tax assets related mainly to balance sheet provisions, an effect that is not present in the first half of 2025.

IFRS 16 effects on first half 2025 Profit and Loss

In order to give a clearer representation of the Group's performance and to improve the level of transparency for the financial community, a reconciliation between the income statement figures for the semester and those excluding the accounting effects resulting from the application of IFRS 16 is presented below:

(Thousands of Euro) I half 2025 IFRS
16
impact
1 half 2025
excl. IFRS
16
% I half 2024
excl. IFRS
16
%
Sales 305,295 - 305,295 100.0% 320,385 100.0%
Cost of sales (149,008) - (149,008) (48.8%) (156,398) (48.8%)
Gross margin 156,287 - 156,287 51.2% 163,987 51.2%
Selling and distribution costs (16,626) (644) (17,270) (5.7%) (18,007) (5.6%)
Advertising and promotion costs (11,373) (141) (11,514) (3.8%) (13,901) (4.3%)
General and administrative expenses (129,432) (1,603) (131,035) (42.9%) (139,806) (43.6%)
EBIT (1,144) (2,388) (3,532) (1.2%) (7,727) (2.4%)
Net interest (2,548) 2,841 293 0.1% (4,164) (1.3%)
PBT (3,692) 453 (3,239) (1.1%) (11,891) (3.7%)
Income tax (1,202) - (1,202) (0.4%) (3,453) (1.1%)
Net result (4,894) 453 (4,441) (1.5%) (15,344) (4.8%)
EBITDA 32,425 (25,588) 6,837 2.2% 4,013 1.3%

The item IFRS 16 impact includes mainly the following effects:

  • elimination of depreciation and write-downs for Euro 23,200 thousand, relating to Right-of-use assets;
  • higher rent and lease costs for Euro 25,588 thousand;
  • lower financial expenses related to financial lease liabilities for Euro 2,841 thousand.

It is emphasized that the income statements set out above, which exclude the impact of the application of IFRS 16, are not to be considered as substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation must be carefully considered by the reader of this Financial Report.

The Group's financial performance

The Group's financial performance

The following table summarizes the reclassified consolidated balance sheet data:

(Thousands of Euro) June 30, 2025 Dec. 31, 2024 June 30, 2024
Intangible assets 24,486 25,902 27,697
Property, plant and equipment 30,301 29,285 29,784
Right-of-use assets 226,907 228,098 229,793
Other non-current assets - net 34,750 30,051 33,064
Total non-current assets 316,444 313,336 320,338
Net operating working capital 141,722 104,400 126,697
Other current assets (liabilities), net (17,331) (16,822) (16,309)
Net invested capital 440,835 400,914 430,726
Equity 79,367 67,899 76,366
Provisions for severance indemnities, liabilities and charges 5,958 5,964 6,416
Net financial position 355,510 327,051 347,944
Net invested capital 440,835 400,914 430,726

The following table shows the mix and changes in the net operating working capital and other current assets (liabilities):

(Thousands of Euro) June 30, 2025 Dec. 31, 2024 June 30, 2024
Inventories 246,876 243,732 270,278
Accounts receivable 71,811 70,640 66,380
Trade payables (176,965) (209,972) (209,961)
Net operating working capital 141,722 104,400 126,697
% of sales for the last 12 months 21.8% 15.7% 18.5%
Taxes payable (5,256) (6,935) (7,849)
Other non-financial current assets 13,922 13,901 18,975
Other non-financial current liabilities (25,997) (23,788) (27,435)
Other current assets (liabilities), net (17,331) (16,822) (16,309)

Operating net working capital amounted to approximately Euro 141.7 million, increasing compared to Euro 104.4 million as of December 31, 2024. The trend in working capital during the semester is consistent with the seasonal nature of the business.

As a result, the ratio of operating net working capital to sales over the last twelve months stood at 21.8% as of June 30, 2025 (15.7% as of December 31, 2024 and 18.5% as of June 30, 2024).

Inventory levels amounted to approximately Euro 246.9 million, slightly increasing by around Euro 3 million compared to Euro 243.7 million as of December 31, 2024.

Trade receivables stood at Euro 71.8 million, substantially in line with the figure reported as of December 31, 2024. Average collection days remained in line with previous periods and consistent with the sector's seasonality.

Trade payables amounted to Euro 177.0 million, down Euro 33 million compared to December 31, 2024. This decrease was due to both a reduction in average payment terms and a lower cost base.

The following table shows the composition of the net financial position:

(Thousands of Euro) June 30,
2025
Dec. 31,
2024
June 30,
2024
Cash and cash equivalents 17,893 26,653 13,996
Current financial assets - excluding derivatives 5,197 3,706 5,562
Current financial liabilities - excluding derivatives (43,740) (51,275) (81,346)
Net financial position - current portion (20,650) (20,916) (61,788)
Non-current financial assets 28 27 27
Non-current financial liabilities (79,889) (82,281) (50,970)
Net financial position - non-current portion (79,861) (82,254) (50,943)
Net financial position - prior to fair value adjustment of derivatives
and IFRS 16 impact
(100,511) (103,170) (112,731)
Net lease liabilities (235,850) (236,168) (238,933)
Net financial position - prior to fair value adjustment of derivatives (336,361) (339,338) (351,664)
Fair value adjustment of derivatives (19,149) 12,287 3,720
Net financial position (355,510) (327,051) (347,944)

Net lease liabilities amount to Euro -235.8 million (Euro -236.2 million in 2024), of which Euro -193.4 million are non current (Euro -194.4 million in 2024).

The set of rationalization and optimization actions implemented by management since 2024 allowed the Group to keep its net financial position under control, which as of the end of June stood (pre-IFRS 16 and after fair value adjustments on derivative instruments) at Euro -119.7 million (Euro -90.9 million as of December 31, 2024 and Euro -109.0 million as of June 30, 2024).

Net bank debt amounted to Euro -100.5 million (Euro -103.2 million as of December 31, 2024 and Euro -112.7 million as of June 30, 2024). This figure reflects both the cash absorption from operating working capital in the reporting period and the proceeds from the capital increase completed in June 2025, as part of the refinancing agreement signed with the lending banks on December 30, 2024 ("Refinancing Plan").

The following table is a reconciliation between the Parent Company's equity and net result for the period and the Group's equity and net result for the period:

Description Net income
for the period
June 30, 2025
Equity
06-30-2025
Net income
for the
period 2024
Equity
12-31-2024
Parent company's equity and net income (6,855) 73,012 (34,157) 63,459
Differences between the carrying value of the investments in
subsidiaries and the Group share of their equity
10,775 14,782 9,195 4,690
Group share of affiliates' results (6,745) (6,745) (1,482) (1,482)
Elimination of intragroup transactions on inventories (198) (8,432) 2,077 (6,484)
Elimination of intragroup dividends and investments write-off (916) - (1,394) -
Other adjustments (954) 6,751 (4,582) 7,716
Group equity and net income (4,894) 79,367 (30,343) 67,899

IFRS 16 effects on Group's financial performance

In order to provide a clearer representation of the Group's financial performance and to improve the level of transparency for the financial community, a reconciliation between the balance sheet values as at 30 June 2025 and those excluding the accounting effects resulting from the application of the IFRS 16 is presented below:

(Thousands of Euro) June 30,
2025
IFRS 16
impact
June 30,
2025
excluding
IFRS 16
December
31, 2024
excluding
IFRS 16
June 30,
2024
excluding
IFRS 16
Intangible assets 24,486 1,307 25,793 27,323 29,234
Property, plant and equipment 30,301 911 31,212 30,324 30,701
Right-of-use assets 226,907 (226,907) - - -
Other non-current assets - net 34,750 - 34,750 30,051 33,064
Total non-current assets 316,444 (224,689) 91,755 87,698 92,999
Net operating working capital 141,722 - 141,722 104,400 126,697
Other current assets (liabilities), net (17,331) - (17,331) (16,822) (16,309)
Net invested capital 440,835 (224,689) 216,146 175,276 203,387
Equity 79,367 11,161 90,528 78,429 87,960
Provisions for severance indemnities, liabilities and charges 5,958 - 5,958 5,964 6,416
Net financial position 355,510 (235,850) 119,660 90,883 109,011
Net invested capital 440,835 (224,689) 216,146 175,276 203,387

The item IFRS 16 Impact mainly includes the following effects:

  • elimination of Non-current Assets for Euro 224,689 thousand, mainly related to Right-of-use assets;
  • elimination of Financial lease liabilities for leasing for Euro 235,850 thousand.

It is emphasized that the balance sheet schedules shown above, which exclude the impact of the application of IFRS 16, are not to be considered substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation should be carefully considered by the reader of this Financial Report.

Consolidated cash flow statement and investments of the period

The following table shows the consolidated cash flow statement:

(Thousands of Euro) I half 2025 I half 2024 2024
Net result (4,894) (15,445) (30,343)
Depreciation, amortization and impairment 33,569 34,564 67,460
Other non-cash items 13,965 (8,609) (14,365)
Cash flow from economics 42,640 10,510 22,752
Change in net working capital (34,172) (2,549) 21,275
Change in other assets/liabilities (2,912) (1,121) 4,493
Cash flow from operations 5,556 6,840 48,520
Capital expenditure (9,873) (7,212) (16,494)
Disposals - 4 4
Net capital expenditure (9,873) (7,208) (16,490)
Free cash flow (4,317) (368) 32,030
Increase in right-of-use assets (21,969) (16,868) (37,518)
Increase in share capital 29,398 - -
Change in net financial position 3,112 (17,236) (5,488)
Initial net financial position - prior to fair value adjustment of derivatives (339,338) (334,028) (334,028)
Change in net financial position 3,112 (17,236) (5,488)
Translation differences (135) (400) 178
Final net financial position - prior to fair value adjustment of derivatives (336,361) (351,664) (339,338)
Fair value adjustment of derivatives (19,149) 3,720 12,287
Final net financial position (355,510) (347,944) (327,051)

Consolidated capital expenditures are analyzed in the following table:

(Thousands of Euro) I half 2025 I half 2024 2024
Trademarks and patents 51 138 234
Opening and restructuring of Geox Shop 4,226 2,316 5,707
Industrial plant and equipment 1,275 1,560 2,592
Logistics 232 673 1,409
Information technology 3,377 2,163 5,384
Offices furniture, warehouse and fittings 712 362 1,168
Total cash capex 9,873 7,212 16,494
Right-of-Use 21,985 16,868 37,704
Total capex 31,858 24,080 54,198

IFRS 16 effects on consolidated cash flow statement

In order to give a clearer representation of the changes that occurred during the period in the Group's net financial position and to improve the level of transparency for the financial community, a reconciliation statement is presented below between the values of the consolidated cash flow statement and those excluding the accounting effects resulting from the application of IFRS 16:

(Thousands of Euro) I half 2025
IFRS 16
I half 2025 I half 2024
impact excluding
IFRS 16
excluding
IFRS 16
Net result (4,894) 453 (4,441) (15,344)
Depreciation, amortization and impairment 33,569 (23,200) 10,369 11,740
Other non-cash items 13,965 - 13,965 (8,609)
Cash flow from economics 42,640 (22,747) 19,893 (12,213)
Change in net working capital (34,172) - (34,172) (2,549)
Change in other current assets/liabilities (2,912) - (2,912) (1,121)
Cash flow from operations 5,556 (22,747) (17,191) (15,883)
Capital expenditure (9,873) (14) (9,887) (7,231)
Disposals - - - 4
Net capital expenditure (9,873) (14) (9,887) (7,227)
Free cash flow (4,317) (22,761) (27,078) (23,110)
Increase in right-of-use assets (21,969) 21,969 - -
Increase in share capital 29,398 - 29,398 -
Change in net financial position 3,112 (792) 2,320 (23,110)
Initial net financial position - prior to fair value
adjustment of derivatives (339,338) 236,168 (103,170) (90,083)
Change in net financial position 3,112 (792) 2,320 (23,110)
Translation differences (135) 474 339 462
Final net financial position - prior to fair value
adjustment of derivatives (336,361) 235,850 (100,511) (112,731)
Fair value adjustment of derivatives (19,149) - (19,149) 3,720
Final net financial position (355,510) 235,850 (119,660) (109,011)

The item IFRS 16 impact includes the effects described above on the income statement items (mainly reversal of depreciation relating to Right-of-use assets and consideration of lease costs) and on the balance sheet and financial position (mainly reversal of Right-of-use assets and financial lease liabilities).

It should be noted that the above statements, which exclude the impact of the application of IFRS 16, are not to be considered as substitutes for those defined by the IFRS accounting standards adopted by the European Union and therefore their presentation should be carefully considered by the reader of this Financial Report.

Treasury shares and equity interests in parent companies

As at June 30, 2025 the Parent Company Geox S.p.A. held a total of 734,041 treasury shares, equal to 0.20% of the share capital, in execution of the resolution passed by the Shareholders' Meeting on 16 April 2019, which launched a buy-back program of Geox shares to be used for the Stock Grant Plan.

The buy-back program started on June 5, 2019 and ended in November 2019. In May 2024, 3,262,209 shares were assigned (free of charge) to the beneficiaries of the "Equity (Stock Grant) & Cashed-Based 2021-2023 Plan," in accordance with the resolution of Geox's Board of Directors of April 19, 2024.

Stock Plan

The Shareholders' Meeting held on April 17, 2025 approved a medium/long-term incentive plan, the 2025-2027 Equity (Stock Grant) & Cash-Based Plan (the "Plan"), which provides for the allocation, free of charge, of a maximum of 10,436,654 ordinary shares of the Company (the "Equity Portion"), as well as the payment of a cash component (the "Cash Portion") for a maximum amount of Euro 855,806 gross in the event of overachievement, to the Chief Executive Officer, Executives with Strategic Responsibilities, as well as Executives and Key People of Geox or other companies of the Group. The Plan has a vesting period of 3 years and, consequently, the shares may be allocated starting from the date of approval of the consolidated financial statements for the year ending 31 December 2027.

The allocation of the Equity Share components to the beneficiaries is subject, in addition to the fulfillment of a permanence condition (remaining in service on the date of approval of 2027 financial statements), to the achievement of a profitability target identified in the cumulative Adjusted EBITDA for the period 2025-2027, as well as a financial target represented by the value of the Group's Net Financial Position as at 31 December 2027. The payment of the Cash Portion is also subject to the overachievement of the cumulative Adjusted EBITDA target. Pursuant to the Plan, the shares to be allocated may be sourced, in accordance with applicable law, from shares purchased on the market and/or held by the Company for other reasons, based on the shareholders' meeting authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 et seq. of the Italian Civil Code. Through the adoption of the Plan, the Company intends to promote and pursue the following objectives: to involve and incentivize beneficiaries whose activities are considered essential to the achievement of the Group's objectives; to promote the loyalty of beneficiaries, encouraging them to remain within the Group; to share and align the interests of beneficiaries with those of the Company and its shareholders in the medium to long term, recognizing the contribution made by management to increasing the value of the Company.

The Board of Directors of Geox S.p.A., which met at the end of the Shareholders' Meeting, resolved to implement the medium/long-term incentive plan, the Equity (Stock Grant) & Cash-Based 2025-2027 Plan, approving the allocation of no. 8,900,070 rights in favor of 8 beneficiaries, including the Chief Executive Officer, Strategic Executives and other executives considered key resources of Geox or other Group companies.

The fair value of the Plan was calculated using the binomial method and amounts to a maximum total of Euro 2,826 thousand.

The assumptions underlying the estimate were as follows:

  • Fair value per share on the grant date: Euro 0.315143
  • Share value on the grant date: Euro 0.315143
  • Expected dividend rate: 0.00%
  • Expected turnover rate: 0.00%
  • The cash portion was not evaluated because, at the current date, the overachievement threshold is not considered reasonably achievable
  • Stock volatility: 29.55% (based on the three-year historical trend).

Based on estimates related to the Plan, the effect on the income statement for the half-year is negative by Euro 471 thousand, and as of June 30, 2025, 8,965,924 rights assigned during the period are outstanding.

For further information on the information documents relating to the Plans, please refer to the company's website, www.geox.biz, in the 'Governance' section.

Transaction between Related parties

With regard to transactions carried out with related parties, it should be noted that these do not qualify as either atypical or unusual, as they fall within the normal course of business of Group companies. These transactions are regulated at market conditions.

Information on transactions with related parties is provided in note 37 of the half-year condensed consolidated financial statements.

The parent company Geox S.p.A. is not subject to management and coordination activities carried out by any other person or entity. Although it is 71.16% controlled by Lir S.r.l., Geox S.p.A. has in fact carried out the checks required pursuant to Articles 2497 et seq. of the Italian Civil Code and has ascertained that the parent company has never imposed binding market strategies on the subsidiary, nor has it ever taken upon itself the management of relations with public and private institutions on its behalf, since the Company and its Board of Directors have provided in full autonomy to define its strategic, industrial and financial plans, to examine and approve its financial policies, as well as to assess the adequacy of its organizational, administrative and accounting structure.

Accordingly, also in consideration of the fact that there is no strict contiguity or complementarity between the economic activities of Geox S.p.A. and those of LIR S.r.l., nor is there any instrumentality in the pursuit of a single common interest of the operating programs of these companies, Geox S.p.A. has deemed that there is no concrete existence of any management and coordination activity by LIR S.r.l. over it pursuant to Articles 2497 et seq. of the Italian Civil Code.

Significant events during the period

Share capital increase

The Extraordinary Shareholders' Meeting held on April 17, 2025 approved the proposal to increase the share capital by a maximum of Euro 60 million, including share premium, as part of a broader refinancing plan necessary to implement the actions envisaged in the Business Plan approved by the Board of Directors on December 19, 2024, as well as to ensure a substantial balance between the actions envisaged therein, the sources of financing and the charges arising from existing debt. The Financial Plan was governed by the Framework Agreement signed with the GEOX Group's lending banks on December 30, 2024. For further details, please refer to note 25 of the condensed consolidated half-year financial statements.

International tensions and macroeconomic context update

The international macroeconomic environment continues to be marked by significant instability in both the short and medium term, impacting the main drivers of our reference market and, more broadly, the durable consumer goods sector. In this scenario, the now likely introduction of new trade barriers among the world's major economies has further fueled uncertainty, generating adverse effects also on the real economy, with potential repercussions on consumer confidence and spending propensity, which remained significantly affected by this unfavorable context in the first half of the year.

At the same time, ongoing geopolitical tensions and growing instability in several regions of the world continue to have significant humanitarian, social, and economic impacts, particularly affecting local economies and trade flows. In these regions, Geox operates mainly through third parties — wholesale and franchising channels — with limited and nonmaterial direct exposure in countries such as Ukraine and Middle East.

Regarding Russia, sales in the area declined compared to the same period of the previous year, amounting to approximately Euro 20 million in the first six months of 2025, representing about 6.5% of consolidated sales.

Significant subsequent events after June 30, 2025

It should be noted that on July 23, 2025 the Board of Directors of Geox S.p.A. approved the agreement for the consensual termination of the employment and management relationship with Enrico Mistron, with effect from the same day.

On the same date, the Board of Directors of Geox S.p.A. appointed Dr Francesco Di Giovanni as Chief Executive Officer.

No further significant events occurred after June 30, 2025.

Outlook

When analyzing the outlook for the current fiscal year, it is essential to approach the international landscape with due caution, as it remains marked by persistent uncertainty and volatility. These factors continue to have a significant impact on market dynamics and consumer behavior, influencing both the semester just ended and projections for the full year.

Based on the performance recorded in the first half 2025, the Company confirms FY2025 guidance included in the recently presented Industrial Plan. While a mid-single-digit decline in sales is expected, EBIT adjusted margin estimates remain unchanged compared to the targets set for 2025.

These forecasts remain subject to significant uncertainty, given the current macroeconomic and geopolitical context.

Biadene di Montebelluna, July 30, 2025

For the Board of Directors The Chairman Mr. Mario Moretti Polegato

HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES

Income Statement

(Thousands of Euro) Notes I half 2025 of
which
related
party
(note
37)
I half 2024 of
which
related
party
(note
37)
2024 of
which
related
party
(note
37)
Sales 4 305,295 259 320,385 519 663,761 949
Cost of sales 5 (149,008) 4 (156,398) 99 (328,561) 108
Gross margin 5 156,287 163,987 335,200
Selling and distribution costs 6 (16,626) - (17,329) - (33,574) -
Advertising and promotion costs 6 (11,373) (82) (13,759) (82) (25,794) (150)
General and administrative expenses 7 (131,484) (37) (140,726) (38) (284,130) (107)
Other revenues 8 2,052 48 2,315 50 4,068 98
EBIT (1,144) (5,512) (4,230)
Financial income 12 5,546 2,541 - 2,146 -
Financial expenses 12 (8,094) (745) (9,021) (768) (23,858) (1,525)
PBT (3,692) (11,992) (25,942)
Income tax 13 (1,202) - (3,453) - (4,401) -
Net result (4,894) (15,445) (30,343)
Earning/(Loss) per share (Euro) 14 (0.02) (0.06) (0.12)
Diluted earning/(loss) per share (Euro) 14 (0.02) (0.06) (0.12)

Statement of comprehensive income

(Thousands of Euro) Notes I half
2025
of
which
related
party
I half
2024
of
which
related
party
2024 of
which
related
party
Net income 25 (4,894) (15,445) (30,343)
Other comprehensive income that will not be
reclassified subsequently to profit or loss:
Net gain (loss) on actuarial defined-benefit
plans
25 80 - 7 - (84) -
Other comprehensive income that may be
reclassified subsequently to profit or loss:
Gain (loss) on Cash Flow Hedge 25 (17,777) - 3,367 - 7,556 -
Tax effects on items that may be later
reclassified to profit or loss
25 4,266 (809) (1,813)
Currency translation 25 (76) - (1,344) - 1,993 -
Net comprehensive income (18,401) (14,224) (22,691)

Statement of financial position

(Thousands of Euro) Notes June 30,
2025
of which
related
party
Dec. 31,
2024
of which
related
party
June 30,
2024
of which
related
party
(note 37) (note 37) (note 37)
ASSETS:
Intangible assets 15 24,486 25,902 27,697
Property, plant and equipment 16 30,301 29,285 29,784
Right-of-use assets 17 226,907 228,098 229,793
Deferred tax assets 18 30,010 25,236 28,123
Non-current financial assets 23 28 27 27
Non-current lease assets 29 69 366 366
Other non-current assets 19 5,653 5,788 5,968
Total non-current assets 317,454 314,702 321,758
Inventories 20 246,876 243,732 270,278
Accounts receivable 21 71,811 288 70,640 439 66,380 670
Other current assets 22 13,922 - 13,901 1 18,975 1
Current financial assets 23-36 5,603 16,340 9,869
Cash and cash equivalents 24 17,893 26,653 13,996
Current assets 356,105 371,266 379,498
Total assets 673,559 685,968 701,256
LIABILITIES AND EQUITY:
Share capital 25 36,690 25,921 25,921
Reserves 25 47,571 72,321 65,890
Net result 25 (4,894) (30,343) (15,445)
Equity 79,367 67,899 76,366
Employee benefits 26 1,654 1,710 1,648
Provisions for liabilities and charges long-term 27 4,304 4,254 4,768
Non-current financial liabilities 28 79,889 82,281 50,970
Non-current lease liabilities 29 193,470 56,974 194,469 59,213 199,766 60,684
Other non-current liabilities 30 913 973 1,027
Total non-current liabilities 280,230 283,687 258,179
Trade payables 31 176,965 72 209,972 1,720 209,961 1,687
Other current liabilities 32 23,356 26 21,553 28 25,128
Provisions for liabilities and charges short term 33 2,641 2,235 2,307
Taxes payable 34 5,256 6,935 7,849
Current financial liabilities 28-36 63,295 51,622 81,933
Current lease liabilities 29 42,449 5,373 42,065 5,277 39,533 5,212
Current liabilities 313,962 334,382 366,711
Total liabilities and equity 673,559 685,968 701,256

Cash flow statement

(Thousands of Euro) Notes I half 2025 I half 2024 2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net result 25 (4,894) (15,445) (30,343)
Adjustments to reconcile net income to net cash generate
(absorbed) by operating activities:
Depreciation and amortization and impairment 9-10 33,569 34,564 67,460
Income tax 13 1,202 3,453 4,401
Net financial expenses 12 2,548 6,480 21,712
Share-based payment transactions settled with equity instruments 25 471 - -
Other non-cash items 12,101 (11,375) (17,020)
49,891 33,122 76,553
Change in assets/liabilities:
Accounts receivable 21 (1,270) 12,421 9,146
Other assets 19-22 (3,887) (3,119) 7,340
Inventories 20 (2,656) 2,747 30,031
Accounts payable 31 (30,246) (17,717) (17,902)
Funds and employee benefits 26-27-33 468 (687) (1,471)
Other liabilities 30-32-34 1,757 2,212 (1,458)
(35,834) (4,143) 25,686
Cash flow generated (absorbed) by operating activities 9,163 13,534 71,896
Taxes paid 13 (782) (214) (1,389)
Interests paid 12 (7,552) (8,423) (15,740)
Interests received 12 239 1,025 1,716
(8,095) (7,612) (15,413)
Net cash flow generated (absorbed) by operating activities 1,068 5,922 56,483
CASH FLOW USED IN INVESTING ACTIVITIES:
Capital expenditure on intangible assets 15 (3,387) (2,393) (6,099)
Capital expenditure on property, plant and equipment 16 (6,486) (4,819) (10,395)
(9,873) (7,212) (16,494)
Disposals 15-16 - 4 4
(Increase) decrease in financial assets 23 (1,215) (46) 1,815
Net cash flow generated (absorbed) by investing activities (11,088) (7,254) (14,675)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:
Increase (decrease) in short-term bank borrowings, net 28 (23,527) 3,971 19,725
Lease liabilities repayment 29 (22,896) (22,631) (45,113)
Loans:
- Proceeds 28 20,000 11,080 -
- Repayments 28 (1,856) (47,399) (59,757)
Share Capital Increase 29,398 - -
Net cash flow generated (absorbed) by financing activities 1,119 (54,979) (85,145)
Increase (decrease) in cash and cash equivalents (8,901) (56,311) (43,337)
Cash and cash equivalents, beginning of the period 24 26,653 70,146 70,146
Effect of translation differences on cash and cash equivalents 141 161 (156)
Cash and cash equivalents, end of the period 24 17,893 13,996 26,653

Statement of changes in equity

(Thousands of Euro) Notes Share
capital
Legal
reserve
Share
Premium
reserve
Transla
tion
reserve
Cash
flow
hedge
reserve
IFRS
2
reserve
Treasury
Shares
reserve
Retained
earnings
Net
Income
Group
equity
Balance at December
31, 2023
25 25,921 5,184 37,678 (7,611) (984) 2,855 (5,051) 39,049 (6,451) 90,590
Allocation of result - - - - - - - (6,451) 6,451 -
Share-based payment
transactions settled with
equity instruments
- - - - - - - - - -
Other Items of the
Comprehensive Income
Statement
- - - 1,993 5,743 - - (84) - 7,652
Other changes in equity - - - - - (2,855) 4,123 (1,268) - -
Net result - - - - - - - - (30,343) (30,343)
Balance at December
31, 2024
25 25,921 5,184 37,678 (5,618) 4,759 - (928) 31,246 (30,343) 67,899
Allocation of result - - - - - - - (30,343) 30,343 -
Share Capital Increase 10,769 - 18,629 - - - - - - 29,398
Share-based payment
transactions settled with
equity instruments
- - - - - 471 - - - 471
Other Items of the Comprehensive
Income Statement
- - - (76) (13,511) - - 80 - (13,507)
Net result - - - - - - - - (4,894) (4,894)
Balance at June 30, 2025 25 36,690 5,184 56,307 (5,694) (8,752) 471 (928) 983 (4,894) 79,367
(Thousands of Euro) Notes Share
capital
Legal
reserve
Share
Premium
reserve
Transla
tion
reserve
Cash
flow
hedge
reserve
IFRS 2
reserve
Treasury
Shares
reserve
Retained
earnings
Net
Income
Group
equity
Balance at December
31, 2023
25 25,921 5,184 37,678 (7,611) (984) 2,855 (5,051) 39,049 (6,451) 90,590
Allocation of result - - - - - - - (6,451) 6,451 -
Other Items of the
Comprehensive Income
Statement
- - - (1,344) 2,558 - - 7 - 1,221
Other changes in equity - - - - - (2,855) 4,123 (1,268) - -
Net result - - - - - - - - (15,445) (15,445)
Balance at June 30, 2024 25 25,921 5,184 37,678 (8,955) 1,574 - (928) 31,337 (15,445) 76,366

Explanatory notes

1. Information about the Company: the Group's business activity

The Geox Group develops, schedules and coordinates production and sells Geox-brand footwear and apparel to retailers and end-consumers. It also grants distribution rights and/or use of the brand name to third parties in markets where the Group has chosen not to have a direct presence. Licensees handle production and marketing in accordance with licensing agreements and pay Geox royalties.

Geox S.p.A., the parent company, is a joint-stock company incorporated and domiciled in Italy and is controlled by LIR S.r.l. Geox S.p.A. is a joint-stock company incorporated and domiciled in Italy with registered office at Via Feltrina Centro 16, Biadene di Montebelluna (TV), Italy.

Geox S.p.A. is controlled, with a share of 71.16%, by Lir S.r.l., which has its registered office in Treviso, Italy, and is an investment holding company that belongs entirely to Mario Moretti Polegato and Enrico Moretti Polegato (who respectively own 85% and 15% of the share capital).

Geox S.p.A. is not subject to management and coordination activities exercised by another person or entity for the reasons illustrated in the Directors' Report to which reference should be made.

2. Accounting policies

Form and contents of the half-year condensed consolidated financial statements

The half-year condensed consolidated financial statements have been prepared by the Board of Directors on the basis of the accounting records updated to 30 June 2025. The half-year condensed consolidated financial statements have been drawn up in compliance with the International Financial Reporting Standards adopted by the European Union (IFRS) in force at the date of preparation, as well as on the basis of the measures issued in compliance with article 9 of Legislative Decree 38/2005 (Consob Resolutions No. 15519 and 15520 of 27 July 2006). Unless otherwise indicated, the accounting standards described below have been applied consistently for all periods included in these condensed consolidated financial statements.

These half-year condensed consolidated financial statements comprise the income statement, the statement of comprehensive income, the statement of financial position, the cash flow statement, the statement of changes in equity, and the notes to the financial statements. It should be noted, as required by IAS 34, in order to avoid duplicating the information already provided, the notes refer exclusively to the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and the consolidated statement of cash flows, whose nature and changes are essential in order to understand the financial position and results of operations of the Group.

To facilitate comparison with the previous year, the accounting schedules provide comparative figures with 31 December 2024 for balance sheet accounts and with the first half of 2024 in the case of the income statement.

The financial statements are presented in Euro and all values are rounded to the nearest thousand.

Scope of consolidation

The half-year condensed consolidated financial statements at 30 June 2025 include the figures, on a line-by-line basis, of all the Italian and foreign companies in which the Parent Company holds a majority of the shares or quotas, directly or indirectly.

The companies taken into consideration for consolidation purposes are listed in the attached schedule entitled "List of companies consolidated at 30 June 2025".

Format of financial statements

The Group presents its income statement by classifying costs by function, a reclassification deemed most representative of the business sector in which the Group. The format chosen is that used for managing the business and for management reporting purposes and is consistent with international practice in the footwear and apparel sector.

For the Statement of financial position, a format has been selected to present current and non-current assets and liabilities.

The Statement of cash flow is presented using the indirect method.

In connection with the requirements of the Consob Resolution No. 15519 of July 27, 2006 as to the format of the financial statements, specific supplementary column has been added for related party transactions so as not to compromise an overall reading of the statements (note 37).

Consolidation principles

The financial statements of the subsidiaries included in the scope of consolidation are consolidated on a line-by-line basis, which involves combining all of the items shown in their financial statements regardless of the Group's percentage interest.

If the companies included in the scope of consolidation are subject to different local regulations, the most suitable reporting formats have been adopted to ensure maximum clarity, truth and fairness. The financial statements of foreign subsidiaries are reclassified where necessary to make their form of presentation more consistent with the criteria followed by the Parent Company. They are also adjusted to ensure compliance with IFRS.

In particular, for the subsidiaries included in the scope of consolidation:

  • the book value of equity investments included in the scope of consolidation is eliminated against the equity of the companies concerned according to the full consolidation method. There is no direct or indirect investment that is less than 100%, therefore minority interests are not shown;
  • if the amount transferred exceeds the net book value of the related shareholders' equity at the time of acquisition, the difference is allocated to specific assets of the companies acquired, with reference to the fair value at the acquisition date and amortized on a straight-line basis having regard to the useful life of the investment. If appropriate, any amounts which are not allocated are recorded as goodwill. In this case, the amounts are not amortized but subjected to impairment testing at least once a year, or whenever considered necessary;
  • if the book value exceeds the purchase cost, the difference is credited to the income statement.

The following are also eliminated:

  • receivables and payables, costs and revenues and profits and losses resulting from intragroup transactions, taking into account the related tax effects;
  • the effects of extraordinary transactions involving Group companies (mergers, capital contributions, etc). It should be noted that there were no extraordinary transactions in the first half of 2025.

Accounting standards, amendments and interpretations applicable since January 1, 2025

The following is a list of IFRS accounting standards, amendments and interpretations that became effective on January 1, 2025:

Title Issue Date Effective date Endorsement
Date
Commission
regulation and date
of publication
Lack of Exchangeability (Amendment
to IAS 21)
August 2023 1 January 2025 12 November 2024 (UE) 2024/2862
13 November 2023

Accounting standards, amendments and interpretations not yet mandatorily applicable and not early adopted by the Group

Title Issue Date Effective date Endorsement
Date
Commission
regulation and date
of publication
Amendments to the classification and
measurement of financial instruments
(Amendments to IFRS 9 and IFRS 7)
May 2024 1 January 2026 27 May 2025 (EU) 2025/1047
28 May 2025
Contracts referencing nature
dependent electricity (Amendments
to IFRS 9 and IFRS 7)
December
2024
1 January 2026 30 June 2025 (EU) 2025/1266
1 July 2025
Annual improvements – Volume 11
(Amendments to IAS 7 and IFRS 1, 7,
9, 10)
July 2024 1 January 2026 9 July 2025 (EU) 2025/1331
10 July 2025

The Directors are not expecting the adoption of these amendments to have a significant impact on the Group's financial statements.

Accounting standards, amendments and interpretations not yet endorsed by the European Union

As of the date of this document, the competent authorities of the European Union have not yet concluded the endorsement process necessary for the adoption of the amendments and principles described:

Title Issue Date Effective date of IASB
document
Approval date by EU
Standards
IFRS 14 Regulatory deferral accounts January 2014 1 January 2016 Postponed pending the
conclusion of the IASB
project on "rate-regulated
activities".
IFRS 18 Presentation and disclosure in
financial statements
April 2024 1 January 2027 TBD
IFRS 19 Subsidiaries without public
accountability: disclosures
May 2024 1 January 2027 TBD
Amendments
Sale or contribution of assets between
an investor and its associate or joint
venture (Amendments to IFRS 10 and
IAS 28)
September 2014 Available for optional
adoption/effective date
deferred indefinitely
Postponed pending the
conclusion of IASB project
on the equity method

Translation of foreign currency financial statements into Euro

The financial statements of foreign companies denominated in currencies other than the Euro are translated as follows:

  • income statement items are translated at the average exchange rate for the period, whereas the closing rate is used for balance sheet items, except for net income and equity;
  • equity items are translated at the historical exchange rate.

The difference between equity translated at historical rates and the assets and liabilities translated at closing rates is recorded as a "Translation reserve" under "Reserves" as a part of consolidated equity.

The exchange rates applied represent the rates available published by the Italian Bank, with the exception of the Russian Ruble exchange rate, which the ECB has decided to suspend publishing as from 1 March 2022. As of that date, the Group considered at first the exchange rate published by WMR (World Market Reuters) in London and, starting from mid 2024, that published by Bloomberg (BFIX).

Currency Average for Currency Average for As at Average for As at
06-30-2025 06-30-2025 12-31-2024 12-31-2024 06-30-2024 06-30-2024
US Dollar 1.0930 1.1720 1.0821 1.0389 1.0812 1.0705
Swiss Franc 0.9414 0.9347 0.9526 0.9412 0.9616 0.9634
British Pound 0.8423 0.8555 0.8466 0.8292 0.8545 0.8464
Canadian Dollar 1.5403 1.6027 1.4819 1.4948 1.4685 1.4670
Japanese Yen 162.0855 169.1700 163.8174 163.0600 164.4978 171.9400
Chinese Yuan 7.9260 8.3970 7.7863 7.5833 7.8011 7.7748
Czech Koruna 25.0012 24.7460 25.1189 25.1850 25.0192 25.0250
Russian Ruble 95.0850 91.9450 100.4401 117.7480 98.1824 92.1575
Polish Zloty 4.2310 4.2423 4.3058 4.2750 4.3167 4.3090
Hungarian Forint 404.5188 399.8000 395.4215 411.3500 389.9208 395.1000
Macau Pataca 8.7741 9.4632 8.6963 8.3107 8.7071 8.6027
Serbian Dinar 117.2262 117.1809 117.0795 116.8022 117.1400 117.1052
Vietnam Dong 28,098.1667 30,583.0000 27,105.2500 26,478.0000 26,981.5000 27,250.0000
Indonesian Rupiah 17,971.4600 19,021.0300 17,154.1283 16,820.8800 17,207.0100 17,487.2100
HK Dollar 8.5186 9.2001 8.4430 8.0686 8.4535 8.3594
Indian Rupia 94.0947 100.5605 90.5307 88.9335 89.9804 89.2495

Estimates and assumptions

Drawing up financial statements and notes in compliance with IFRS requires directors to make estimates and assumptions that can affect the value of the assets and liabilities in the balance sheet, including disclosures on contingent assets and liabilities at the balance sheet date. The estimates and assumptions used are based on experience and other relevant factors.

It is to be noted, however, that forecasts are by their very nature subject to significant factors of uncertainty, especially in the current economic situation characterized by geo-political tensions concerning Russia and Ukraine and the outbreak of the Israeli-Palestinian conflict. Therefore, it is possible, based on currently available knowledge, that the results that will be achieved may differ from these estimates and may require adjustments that are difficult to estimate and predict today.

Estimates and assumptions are revised periodically and the effects of each variation made to them are reflected in the income statement for the period when the estimate is revised. In particular, with regard to asset values, impairment tests were updated, based on the financial projections for the period 2025-2029, as better described in note 10.

The balance sheet items mainly affected by these uncertainties are:

  • intangibles assets, property plan and equipment and Right-of-use assets;
  • deferred tax assets;
  • provision for returns;
  • provision for obsolete and slow-moving inventory;
  • provision for bad and doubtful accounts;
  • lease liabilities;
  • provision for risks and contingent liabilities;
  • share-based payments (incentive plans and variable remuneration).

The following summarizes the critical valuation processes and key assumptions used by management in the process of applying accounting standards with regard to the future and which may have significant effects on the values recognized in the financial statements.

Impairment of intangible assets, property, plant and equipment and right-of-use assets (Impairment Test)

The Group has recognized impairment losses against the possibility that the carrying amounts of intangible assets, property, plant and equipment and right-of-use assets may not be recoverable from them by use. The Directors are required to make a significant assessment to determine the amount of asset impairment that should be recognized. They estimate the possible loss of value of assets in relation to the estimated future economic performance closely linked to them and the related discount rate. Further details and the main Directors' assumptions related impairment test are provided in note 10.

Deferred tax assets

Deferred tax assets are recognized for temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding amounts recognized for tax purposes, as well as for tax loss carryforwards considered recoverable.

The Directors are required to make a significant assessment to determine the amount of recoverable deferred tax assets to the extent that it is probable that there will be adequate future taxable profits against which such losses can be utilized. They have to assess the timing and amount of future taxable income and develop a tax planning strategy for the coming years. The book value of the tax losses that have been recognized is shown in note 18.

Provision for returns

The Group has valued the possibility that products already sold can be returned by customers. To this end, the Group has made certain assumptions based on the quantity of goods returned in the past and their estimated realizable value. The Group took into account the changed economic scenario and made a provision which reflects the assumptions relating to the performance of its customers until the end of the season and therefore of the expected returns. These

estimates were detailed based on the types of agreements entered into with customers (wholesale, franchise and ecommerce).

Further details are provided in note 31.

Inventories - provision for obsolete and slow-moving inventory

The Group has recognized write-downs against the possibility that products in inventory may have to be sold at stock and thus at an estimated realizable value lower than the recorded cost, or macerated.

For this purpose, the Group has developed assumptions regarding the quantity of goods sold at a discount in the past and the possibility of selling them through the Group's own outlets. In particular, the Group reflected in the inventory write-down provision its assumptions regarding the disposal of previous collections inventories and the surplus estimation relating to the current season collections, considering the current scenario of uncertainty. Further details are provided in note 20.

Provision for bad and doubtful accounts

The provision for bad and doubtful accounts is calculated on the basis of both files in litigation and files that, although not in litigation, show some signs of riskiness due to delayed collections. Furthermore, the provision includes the receivable evaluation according to the lifetime expected credit loss model. The assessment of the overall amount of trade receivables that are likely to be paid requires the development of estimates about the probability of recovery of the aforementioned files, as well as the write-down percentages applied for not in dispute receivables, and therefore it is subject to uncertainties. In particular, Directors took into account the current uncertainty scenario and made a bad debt provision consistent with the situation of the accounts receivable that are partly subject to insurance. Further details are provided in note 21.

Lease liabilities and Right-of-use assets

The Group records right-of-use assets and lease liabilities. Right-of-use assets are initially valued at cost, and then at cost net of amortization and accumulated losses due to reductions in value and are adjusted in order to reflect revaluations of lease liabilities.

The Group values lease liabilities at the current value of the payments due for lease contracts and not yet paid as at the effective date, discounting them using the incremental borrowing rate defined taking into account the term of the leases, the currency in which they are denominated, the characteristics of the economic environment in which the lease was entered into and the credit adjustment. Lease liabilities are then subsequently increased by the interest that accrues on them and are reduced by the payments made for the leasing. Lease liabilities are also revalued if future payments due for the leasing are altered, due to a change to the index or rate, if there is a change to the amount that the Group believes it will have to pay as a guarantee on the residual value or if the Group alters its valuation with reference to the option to purchase the asset, or to extend or terminate the lease contract.

The Group has estimated the duration of leasing for contracts for which it acts as lessee and that provide for a renewal option. The Group's assessment as to whether or not it is reasonably certain that the option will be exercised affects the estimate of the duration of the leasing, thereby significantly impacting the amount of the lease liabilities and of the right-of-use assets recorded.

The Group has analyzed all lease contracts, defining the lease term for each by combining the "non-cancellable" period with the effects of any extension or early termination clauses that are expected to be exercised with reasonable certainty. Specifically, for real estate this assessment considered the specific facts and circumstances of each asset. With regard to other categories of assets, mainly company cars and equipment, the Group generally did not deem it likely for extension or early termination clauses to be exercised, considering the approach normally taken by the Group.

Further details are provided in note 17 with regard to Right-of-use assets and note 29 with regard to lease assets/liabilities.

Provision for risks and contingent liabilities

The Group may be subject to legal and tax litigation concerning a wide range of issues that are subject to the jurisdiction of different countries in which it operates. Lawsuits and litigation against the Group are subject to varying degrees of uncertainty, including the facts and circumstances inherent in each litigation, jurisdiction, and different applicable laws. In the normal course of business, the Directors consult with their legal advisors and experts in legal and tax matters. The Group recognizes a liability for such litigation when it believes it is probable that a financial outlay will occur and when the amount of losses that will result can be reasonably estimated. Where a financial outlay becomes possible but the amount cannot be determined, that fact is disclosed in the notes to the financial statements.

Share based payments

For a description regarding the determination of the fair value of share-based payments for Geox Group management incentive, please refer to note 35.

Accounting policies

The financial statements are prepared on a historical cost basis, with the exception of derivative instruments measured at fair value, and on the going concern assumption.

The main accounting policies are outlined below:

Intangible assets

Intangible assets with a finite useful life are recorded at purchase or production cost, including directly-related charges, and amortized systematically over their residual useful lives.

The residual value and useful life of intangible assets are reviewed at least at the end of each period end and if, regardless of the amortization already recorded, an impairment loss occurs, the intangible asset is written down accordingly. If the reason for the impairment loss ceases to apply in subsequent years, its value is reinstated.

Amortization is applied systematically over the useful life of the assets based on the period that they are expected to be of use to the Group. The residual value of intangible assets at the end of their useful life is assumed to be zero, unless there is a commitment by a third party to purchase the assets at the end of their useful life or there is an active market for them. With regard to the key money item, which arose prior to the entry into force of IFRS 16, it should be noted that in France the protections provided to the tenant by specific legal provisions, complemented by market practices, allow the recognition of a value of commercial positions even at the end of the contract. This has led the Directors to estimate a residual value, of the key money paid, at the end of each lease.

The Directors review the estimated useful life of intangible assets at the end of each period.

The following table summarizes the useful life (in years) of the various intangible assets:

Trademarks 10 years
Geox Patents 10 years
Other patents and intellectual property rights 3-5 years
Key money Period of the rental contract
Other intangible assets Period of the rental contract

Geox patents include the costs incurred to register, protect and extend new technological solutions in various parts of the world. The other patents and intellectual property rights mainly relate to the costs of implementing and customizing software programs which are amortized in 3-5 years, taking into account their expected future use.

Key money, which arose before IFRS 16 came into force, includes:

  • amounts paid to acquire businesses (shops) that are managed directly or leased to third parties under franchising agreements;
  • amounts paid to access leased property by taking over existing contracts or persuading tenants to terminate their contracts so that new ones can be signed with the landlords. The premises were then fitted out as Geox shops.

Goodwill represents the excess cost of acquisition over the fair value of the net assets of the newly acquired business. Goodwill is not amortized; instead, it is subjected to impairment testing at least once a year, and anyway, whenever there is evidence of a loss in value, in order to identify any loss in value of the asset.

Property, plant and equipment

Property, plant and equipment are booked at their purchase or construction cost, which includes the price paid for the asset and any directly related purchasing costs and start-up costs. Property, plant and equipment are shown at cost, net of accumulated depreciation and write-downs/write backs.

The residual value of the assets, together with their estimated useful life, is reviewed at least once a year at the end of each accounting period and written down if it is found to be impaired, regardless of the amount of depreciation already charged. The value is reinstated in subsequent years if the reasons for the write-down no longer apply.

Maintenance costs, of an ordinary nature, are charged in full to the income statement, whereas improvement expenditure is allocated to the assets to which they relate and depreciated over their residual useful life.

The following table shows the useful life in years related to the depreciation rates applied:

Building 20-30 years
Plant and machinery 3-8 years
Photovoltaic plant 11 years
Industrial, commercial equipment and molds 2-4 years
Office furniture 8 years
Electronic machines 3-5 years
Motor vehicles 4 years
Internal transport and trucks 5 years
Leasehold improvements Period of contracts*
Shop equipment Lower of contract period and 8 years
Shop fittings and concept stores 2-5 years

* Depreciated over the lower of the useful life of the improvements and the residual duration of the lease

Right-of-use assets

Upon signing a contract, the Group assesses whether it is, or contains, a leasing agreement. In other words, if the contract grants the right to use a given asset for a period of time in exchange for a fee.

The Group as lessee

The Group applies a single model to recognize and measure all leasing contracts, with certain exceptions referring to short-term leases and the leasing of assets of modest value. The Group recognizes liabilities relating to payments for leasing and the right-of-use asset representing the right to use the asset underlying the contract.

Right-of-use assets

The Group recognizes right-of-use assets as at the effective date of the lease. Right-of-use assets are measured at cost, net of accumulated depreciation and impairment losses, and are adjusted for any remeasurement of lease liabilities. Right of use assets are amortized on a straight-line basis from the effective date to the end of the useful life of the right-of-use asset.

Right-of-use assets are subject to impairment test.

Lease liabilities

On the effective date of the lease, the Group recognizes lease liabilities by measuring them at the present value of lease payments due but not yet paid at that date. Payments due include fixed payments (including fixed payments in terms of substance) net of any leasing incentives to be received, variable leasing payments that depend on an index or rate and amounts that are expected to be due as a guarantee on the residual value. Lease payments also include the price to exercise the purchase option, if there is reasonable certainty that the Group will exercise said option, and the penalty payments for termination of the lease contract, if the duration of the lease takes into account the Group exercising the option to terminate the lease in question.

Variable lease payments that do not depend on an index or rate are recognized as costs in the period in which the event or condition that generated the payment occurs.

When calculating the current value of payments due, the Group uses the marginal financing rate as at the start date. After the effective date, the lease liability amount is increased to take into account the interest accruing on said lease liabilities and is reduced to take into account any payments made.

Furthermore, the book value of lease liabilities is recalculated if any changes are made to the lease agreements or if the contractual terms and conditions are reviewed to alter payments; this is also recalculated if there are any changes to the valuation of the option to purchase the underlying asset or to future payments deriving from an alteration to the index or rate used to calculate said payments.

Short-term leases and leases for assets of modest value The Group has decided not to recognize right-of-use assets and lease liabilities related to low-value assets and short-term leases. The Group recognizes the related lease payments as an expense over the lease term.

Impairment of property, plant and equipment and intangible assets

The book value of the Geox Group's property, plant and equipment and intangible assets is reviewed whenever there is internal or external evidence that the value of such assets, or group of assets (defined as a Cash Generating Unit or CGU), may be impaired. Goodwill has to be subjected to impairment testing at least once a year.

Impairment tests are performed by comparing the book value of the asset or of the CGU with its realizable value, represented by its fair value (net of any disposal costs) or, if greater, the present value of the net cash flows that the asset or CGU is expected to generate.

If the book value of the asset is greater than its recoverable value, this asset is consequently impaired in order to align it to its recoverable value through use.

Each unit, to which the specific values of assets are allocated (tangible and intangible), represents the lowest level at which the Group monitors such assets. The Group's terms and conditions for reinstating the value of an asset that has previously been written down are those established by IAS 36. Write backs of goodwill are not possible under any circumstances.

Financial instruments

Financial instruments held by the Group are included in the following financial statements items:

  • non-current financial assets comprise non-current loans and receivables;
  • current financial assets include trade receivables, financial receivables and current securities and derivative financial instruments with a positive fair value;
  • cash and cash equivalents include bank deposits, units in liquidity funds and other money market securities that are readily convertible into cash and are subject to an insignificant risk of changes in value;
  • financial liabilities refer to financial payables, financial instruments with a negative fair value, trade payables and other payables.

When financial assets do not have a fixed maturity, they are measured at acquisition cost. Receivables with a maturity of more than one year, non-interest-bearing or bearing interest lower than market rates, are discounted using market rates.

Assessments are regularly made to determine whether there is objective evidence that a financial asset or group of assets may be impaired. If there is objective evidence, the impairment loss should be recognized as an expense in the income statement for the period.

Accounts receivable are initially recognized at their current value and then shown net of the provision for bad debt necessary to adjust them in accordance with the impairment model introduced by IFRS 9 (expected losses model). Provision for the doubtful accounts is charged to the income statement.

Receivables subject to impairment are written off when it's confirmed that they are not recoverable.

Receivables sold to the factor without recourse (pro-soluto) have been removed from the Balance Sheet as the relative contract transfers ownership of the receivables, together with all cash flows generated by said receivable and all related risks and benefits, to the factor.

Except for derivative instruments, financial liabilities are measured at amortized cost using the effective interest method.

Financial assets and liabilities hedged by derivative instruments are measured in accordance with hedge accounting principles applicable to fair value hedges: gains and losses arising from remeasurement at fair value, due to changes in relevant hedged risk, are recognized in the income statement and are offset by the effective portion of the loss or gain arising from remeasurement at fair value of the hedging instrument.

Derivative financial instruments

All derivative financial instruments are measured in accordance with IFRS 9 at fair value.

Derivative financial instruments are used for hedging purposes, in order to foreign exchange and interest rate risk. In accordance with IFRS 9, derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal designation and documentation of the hedging relationship and the hedge relationship is effective on the basis of the "economic relationship" between the hedged item and the hedge instrument.

When derivative financial instruments qualify for hedge accounting, the following accounting treatments apply:

  • Fair value hedge Where a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability that is attributable to a particular risk and could affect the income statement, the gain or loss from remeasuring the hedging instrument at fair value is recognized in the income statement. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognized in the income statement;
  • Cash flow hedge Where a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in equity. The cumulative gain or loss is removed from equity and recognized in the income statement at the same time as the economic effect arising from the hedged item affects income. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the income statement immediately. When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in equity and is recognized in the income statement at the same time as the underlying transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in equity is recognized in the income statement immediately.

If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognized immediately in the income statement.

Inventories

Inventories of finished products are measured at the lower of purchase or production cost and their estimated net realizable or replacement value. For raw materials, purchase cost is calculated at the weighted average cost for the period.

For finished products and goods, purchase or production cost is calculated at the weighted average cost for the period, including directly related purchasing costs and a reasonable proportion of production overheads. Obsolete and slowmoving goods are written down according to the likelihood of them being used or sold.

Employee benefit

Benefits paid to employees under defined-benefit plans on or after termination of employment (employee severance indemnities) are recognized over the period that the right to such benefits accrues. The liability arising under defined

benefit plans, net of any assets servicing the plan, is determined using actuarial assumptions and recorded on an accrual basis in line with the work performed to earn the benefits.

The liability is assessed by independent actuaries. The amount reflects not only the liabilities accrued up to the balance sheet date, but also future pay rises and related statistical trends. The benefits guaranteed to employees through definedcontribution plans are recognized on an accrual basis; at the same time, they also give rise to the recognition of a liability at face value.

Share-based payments

The fair value at grant date of the incentives granted to employees in the form of share-based payments, that are equity settled, is usually included in expenses with a corresponding increase in equity over the period during which the employees earn the incentives rights. The amount recognized as an expense is adjusted to reflect the actual number of incentives for which the conditions of continued employment and non-market performance are met, so that the final amount recognized as an expense, is based on the number of incentives that fulfil these conditions at the vesting date. In case the incentives granted as share-based payments whose conditions are not to be considered to maturity, the fair value at the grant date of the share-based payment is measured to reflect such conditions. With reference to the nonvesting conditions, any difference between amounts at the grant date and the actual amounts will have no impact on the Consolidated Financial Statements.

The fair value of the amount payable to employees related to share appreciation rights, settled in cash, is recognized as an expense with a corresponding increase in liabilities over the period during which the employees unconditionally become entitled to receive the payment. The liability is measured at year-end and at the settlement date based on the fair value of the share appreciation rights.

Any changes in the fair value of the liability are recognized in profit or loss for the year.

Provisions for liabilities and charges

Provisions for liabilities and charges are recognized when there is an effective obligation (legal or implicit) deriving from a past event, providing there will probably be an outlay of resources to settle the obligation and the amount of the obligation can be reliably estimated.

Provisions represent the best estimate of the amount that the business would have to pay to settle the obligation or transfer it to third parties at the balance sheet date. Provisions are determined by discounting the expected future cash flows, if the effect of discounting is significant.

Operating globally, the Group is subject to legal and tax risks arising from the conduct of normal business. Based on the information available to date, the Group believes that as of the date of preparation of this document, the provisions set aside in the financial statements are sufficient to ensure a fair presentation of the Consolidated Financial Statements.

Revenues

The Geox Group creates, produces, promotes and distributes Geox-brand footwear and apparel, the main feature of which is the use of innovative and technological solutions that can guarantee the ability to breathe and remain waterproof at the same time. The Group's revenues include:

  • sales of goods to customers operating through mono-brand stores (franchising stores) or multi-brand stores (wholesalers);
  • sales of goods directly through Geox shops or e-commerce channel;
  • royalties

Sale of goods (Wholesale and Franchising)

Revenues from the sale of goods are recognized when control of the asset is transferred to the buyer, i.e. when the asset is delivered to the customer in accordance with contractual provisions and the customer acquires the ability to direct the use of and obtain substantially all of the benefits from the asset. If the sales contract includes retrospective volume-related discounts, the Group estimates the relevant impact and treat it as variable consideration. Group estimates the impact of potential returns from customers. This impact is accounted for as variable consideration, recognizing a liability for returns and the corresponding asset in the statement of financial position. This estimate is based on the Group's right of return policies and practices along with historical data on returns.

The Group includes in the transaction price the variable considerations estimated (discounts and returns) only to the extent that it is highly probable that a significant reversal in the amount of recognized revenue will not occur in the future.

Sale of goods (Retail)

Retail revenues are recognized upon receipt of the goods by the customer at the retail location. The relevant consideration is usually received at the time of the delivery. Any advance payments or deposits from customers are not recognized as revenue until the product is delivered. Concerning sales through the ecommerce channel, the moment in which the customer obtains control of the asset is identified based on the specific terms and conditions applied by the on-line sales platforms used by the Group. In some countries, the Group allows customers to return the products for a certain period of time after the purchase: therefore, it estimates the relevant impact by accounting for it as variable consideration, recognizing the relevant assets and liabilities (see Sale of goods Wholesale and Franchising).

The estimate is based on the historical trend in returns, accounts for the time elapsed from the purchase date, and is regularly reviewed. The Group includes in the transaction price the variable considerations estimated only to the extent that it is highly probable that a significant reversal in the amount of recognized revenue will not occur in the future. There are no post-delivery obligations other than product warranties, if required by local law; these warranties do not represent a separate performance obligation.

Royalties

The Group licenses the rights to use trademarks and/or patents to third parties and recognizes royalty revenues based on the characteristics of the contracts entered into with customers.

Loyalty programs

The companies of the Retail division offer their customers discount programs or similar loyalty programs with a term of 12 months or greater. Customers who present a valid loyalty card receive a fixed percentage discount off the retail prices for a specified range of products and/or services. Revenue under these arrangements is recognized upon receipt of the products or services by the customer at the retail location.

Rental income

Rental income relates to the Geox Shops owned by the Group and leased to third parties under franchising agreements; rental income is recognized on an accrual basis.

Government Grants

Government grants are recognized in the financial statements when there is reasonable assurance of the Group's compliance with the conditions for receiving such grants and that the grants will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset.

Income tax

Current income taxes

Current income taxes for the period are calculated on the basis of taxable income in accordance with the tax rules in force in the various countries.

Geox S.p.A. joined, as parent company, a domestic tax consolidation for three years (2014-2016), then renewed. The two Italian subsidiaries Geox Retail S.r.l. and Xlog S.r.l. are included in this tax consolidation scheme.

Deferred taxes

Deferred tax assets and liabilities are recognized on temporary differences between the amounts shown in the balance sheet and their equivalent value for fiscal purposes. Deferred tax assets are also recognized on the tax losses carried forward by Group companies when they are likely to be absorbed by future taxable income earned by the same companies.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply in the various countries in which the Geox Group operates in the tax periods when the temporary differences reverse or expire.

The book value of deferred tax assets is reviewed at each balance sheet date and if necessary reduced to the extent that future taxable income is no longer likely to be sufficient to recover all or part of the assets. These write-downs are reversed if the reasons for them no longer apply. Income taxes on the amounts booked directly to equity are also charged directly to equity rather than to the income statement.

Taxes - Pillar II

Legislative Decree No. 209 of 27 December 2023 transposed Directive No. 2022/EU/2523 on 'Global Minimum Tax' (legislation originating from the rules formulated at the OECD and commonly known as 'Pillar II'), with the express purpose of guaranteeing a minimum level of taxation for multinational or domestic groups of companies as of 1 January 2024.

The new rules affect companies located in Italy, which are part of a multinational or domestic group characterized by annual revenues of Euro 750 million or more, a revenue threshold that must be reached in at least two of the four financial years immediately preceding the financial year in question.

The Geox Group, which is included in the consolidation perimeter of the LIR Group, falls within the scope of application of the Pillar 2 regulations.

As is well known, given the complexity of determining the level of effective taxation under the ordinary rules, the Pillar 2 legislation provides for the first three effective periods (three-year period 2024-2026), the possibility of applying a simplified regime (so-called "Transitional Safe Harbour") based mainly on accounting information available for each jurisdiction. Specifically, passing at least one of three tests under this simplification results in reduced compliance burden and zero taxes from "Pillar II."

In this regard, it should be noted that The Group has not recorded any global minimum top up tax because, considering the information known or reasonably estimable as of 30 June 2025, the Group would not be significantly exposed to taxes arising from the "Pillar" discipline mainly on the basis of passing the Transitional Safe Harbors.

The Group has applied a temporary mandatory exception to the recognition of deferred taxes with respect to the global minimum top-up tax, which is recognized under current taxes when incurred.

Earnings per share (EPS)

Basic EPS is calculated by dividing the net income attributable to the Parent Company's shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the net income attributable to the Parent Company's shareholders by the weighted average number of shares outstanding, taking into account the effects of all potentially dilutive ordinary shares (e.g. with reference to employee stock option plans, if there are vested options not yet exercised).

3. Segment reporting

For the purposes of IFRS 8 "Operating segment", the activity carried out by the Group can be identified in a single operating segment referring to Geox business.

4. Sales

Consolidated sales for the first half 2025 amounted to Euro 305.3 million, decreasing by 4.7% compared to the same period of previous year (-4.9% at constant exchange rates), primarily due to the perimeter variation following the closure of operations in the Chinese and U.S. markets during 2024.

Sales by product category are shown in the following table:

I half 2025 I half 2024 Change
Footwear 280,651 291,858 (11,207)
Apparel 24,644 28,527 (3,883)
Total sales 305,295 320,385 (15,090)

Sales by region are shown in the following table:

I half 2025 I half 2024 Change
Italy 90,460 89,016 1,444
Europe 144,723 146,401 (1,678)
Other Countries 70,112 84,968 (14,856)
Total sales 305,295 320,385 (15,090)

As regards the sales made to individual customers, there are no situations of particular concentration as all are well under the threshold of 10% of total sales.

Revenues from royalties amounted to Euro 584 thousand, compared to Euro 698 thousand in the first half of 2024.

5. Cost of sales and gross margin

Cost of sales amounted to 48.8%, resulting in a gross margin of 51.2%, in line with the figure recorded in the first half of 2024. The stability of the gross margin percentage confirms and consolidates the now well-established conditions of the supply chain.

6. Selling and distribution costs and advertising and promotion costs

Selling and distribution costs stood at Euro 16,626 thousand (Euro 17,329 thousand in the first half of 2024) accounting for 5.4% of sales (5.4% in the first half of 2024). These costs include, mainly, the costs of the sales force, credit management costs, such as the cost of credit insurance, and transportation costs on sales.

Advertising and promotions costs amounted to Euro 11,373 thousand, accounting for 3.7% of sales, down compared to Euro 13,759 thousand of the first half of 2024 (4.3% in the first half of 2024).

7. General and administrative expenses

General and administrative expenses are analyzed in the following table:

I half 2025 I half 2024 Change
Wages and salaries 45,829 49,101 (3,272)
Rental and occupancy expenses 4,318 4,984 (666)
Services and consulting 16,734 17,953 (1,219)
Depreciation 31,747 32,435 (688)
Samples 2,130 2,828 (698)
Maintenance 4,395 4,268 127
Other costs 26,331 29,157 (2,826)
Total 131,484 140,726 (9,242)

General and administrative expenses amount to Euro 131,484 thousand in the first half 2025, decreasing from Euro 140,726 thousand of the same period of last year. It should be noted that the first half 2025 is affected by some nonrecurring costs related to the ongoing transformation process, which generated non-recurring expenses for Euro 1,748 thousand.

Wages and salaries went from Euro 49,101 thousand to Euro 45,829 thousand showing a decrease of Euro 3,272 thousand. The change compared to the same period of the previous year is due to the combined effect of an increase in non-recurring costs totaling Euro1,748 (mainly relating to indemnities paid for the restructuring of the Group's workforce) and a reduction in the average number of employees, both in the organization and in stores (from 2,520 in the first half of 2024 to 2,386 in the first half of 2025) following the closure of some stores managed directly by the Group.

Rental and occupancy expenses include costs related to short term contracts, variable rent on turnover contracts and those related to lease contracts for which the underlying asset is a low-value asset.

Rental and services charges relate to shops, offices and industrial properties leased by the Group and they show a decrease of Euro 666 thousand in the first half 2025. It should be noted that this item includes service charges for Euro 2,977 thousand (Euro 2,880 thousand in the first half 2024), variable rents of Euro 93 thousands (Euro 848 thousand in the first half 2024), short-term leases for Euro 325 thousand (Euro 468 thousand in the first half 2024) and lease contracts related to low-value asset for Euro 533 thousand (Euro 638 thousand in the first half 2024).

The item services and consulting, amounting to Euro 16,734 thousand (Euro 17,953 thousand in the first half 2024) includes mainly logistics and warehousing services, outsourcing services, and information systems.

Depreciation. amounting to Euro 31,747 thousand (Euro 32,435 thousand in the first half of 2024) includes, mainly depreciation of Right-of-use assets, shops furniture, and software and hardware related to information systems.

The item samples, amounting to Euro 2,130 thousand (Euro 2,828 thousand in the first half 2024), includes costs for samples development.

The item maintenance, amounting to Euro 4,395 thousand (Euro 4,268 thousand in the first half 2024) includes maintenance related to the headquarter, stores and related to information systems.

Other costs, went from Euro 29,157 thousand in the first half 2024 to Euro 26,331 thousand in the first half 2025, showing a decrease of Euro 2,826 thousand. These costs mainly include: utilities and telephone expenses (amounting to Euro 1,899 thousand), consumption materials (amounting to Euro 1,575 thousand), bank commissions and expenses (amounting to Euro 2,549 thousand), travel expenses (amounting to Euro 714 thousand), insurance (amounting to Euro 924 thousand), and other miscellaneous costs.

8. Other revenues

The following table details other revenues:

I half 2025 I half 2024 Change
Rental income 661 824 (163)
Insurance compensation 198 102 96
Government grants 361 548 (187)
Other 832 841 (9)
Total 2,052 2,315 (263)

Rental income relates to the Geox Shops owned by the Group and leased to third parties under franchising agreements.

Insurance compensation, amounting to Euro 198 thousand, increased compared to same period last year for an amount of Euro 96 thousand.

Government grants, amounting to Euro 361 thousand, mainly refer to a a contribution for investments in research, development, and technological innovation, in relation to the 2024 projects pursuant to Article 1, paragraphs 198-209, of Law No. 160/2019. The decrease compared to the same period of the previous year is mainly due to the reduction in rates, applicable to costs starting from the 2024 financial year, used to calculate the "Technological Innovation" and "Design and Aesthetic Concept" credits.

The item other includes mainly sales of miscellaneous goods.

9. Depreciation, amortization and payroll costs

The following table includes the total value of depreciation and amortization for the period, presented in the movements in fixed assets shown in notes 15, 16 and 17, net of provisions and releases of impairment funds:

I half 2025 I half 2024 Change
Industrial depreciation 1,822 2,129 (307)
Non-industrial depreciation and amortization 31,747 32,435 (688)
Total 33,569 34,564 (995)

Industrial depreciation decreased from Euro 2,129 thousand to Euro 1,822 thousand and refers mainly to molds for shoes soles. These costs are included in the cost of sales.

Non-industrial depreciation and amortization went from Euro 32,435 thousand to Euro 31,747 thousand and refer mainly to Right-of-use assets, shops furniture, and software and hardware related to information systems. These costs are included in general and administrative expenses.

Total payroll costs amount went from Euro 58,394 thousand in the first half of 2024 to Euro 55,574 thousand in the first half of 2025, showing a decrease of Euro 2,820 thousand. The change compared to the same period of the previous year is due to the combined effect of an increase in non-recurring costs totaling Euro1,748 (mainly relating to indemnities paid for the restructuring of the Group's workforce) and a reduction in the average number of employees, both in the organization and in stores (from 2,520 in the first half of 2024 to 2,386 in the first half of 2025) following the closure of some stores managed directly by the Group.

10. Impairment test

The following describes the approach followed and the assumptions adopted in carrying out the impairment test, aimed at verifying the recoverability of the Group's assets and approved independently and concurrently with the financial statements as at December 31, 2024. The recoverable amount is based on value in use determined on the basis of projections of estimated future cash flows.

The impairment test was carried out on the basis of the New Industrial Plan for the period 2025-2029 approved by the Board of Directors on December 19, 2024.

The New Industrial Plan is structure into two phases:

  • Phase 1 (2025-2026), named "Strategy Re-rooting and Performance Improvement", focused on updating the pillars of Geox's business model through the implementation of a renewed value proposition and greater operational efficiency.
  • Phase 2 (2027-2029), named "Acceleration", characterized by the strengthening of Geox's presence in key markets and a renewed push for international expansion.

In estimating growth over the financial forecast period, the Group took into account both its own internal expectations and indications obtained from independent external sources.

The impairment test included a first phase in which the recoverability of the invested capital referable to each store operated directly by the Group (Direct Operated Stores, DOS) was verified, excluding a very limited number of stores that are flagship.

At that stage for each of the cash-generating units (CGUs), the recoverable value is based on the value in use, calculated using estimated future cash flows.

For each store, the forecast period is in line with the expected duration of the relative lease agreement, making the necessary projections to cover the years following said forecast timeframe.

In order to determine the present value, the future cash flows thus obtained were discounted at a pre-tax discount rate (pre-tax WACC) that took into account the specific characteristics and risks of each market in which the Group operates, ranging from 10.0% to 16.4% (the value of 16.4% refers to the Russian market).

The Directors therefore proceeded to write down, in whole or in part, assets relating to 8 shops.

As of June 30, 2025, the Group monitored the profitability of its stores by comparing actual data with the forecast data used for impairment as of December 31, 2024, in order to identify any trigger events and to verify that the non-current

assets attributable to each store were not recorded at a value higher than their recoverable amount. The assets of the stores amount to Euro 183 million (of which Right-of-use assets for Euro 157 million) at June 30, 2025, whereas at December 31, 2024 the assets were Euro 180 million (of which Right-of-use assets for Euro 155 million).

Following this analysis, the total impairment fund allocated to adjust fixed assets as of June 30, 2025 amounted to Euro 1,320 thousand, compared to Euro 1,424 thousand as of December 31, 2024 and was allocated to the same stores. It should be recalled how the Group continues to depreciate the assets subject to impairment and at the same time proceeds to release the impairment fund, thus not adjusting, as a result of the impairment, the value on which to calculate depreciation.

Changes in the impairment fund for the different categories of fixed assets is shown below:

Intangible
assets
Property,
plant and
equipment
Right-of-use
assets
Total
Impairment fund as at 12-31-2024 (19) (254) (1,151) (1,424)
Provisions 12 63 45 120
Releases (12) (63) (45) (120)
Utilization for stores closed 6 68 28 102
Translation differences and other movements - 2 - 2
Change in impairment fund 6 70 28 104
Impairment fund as at 06-30-2025 (13) (184) (1,123) (1,320)

The next phase of the test was carried out by the Directors at the time of approval of the financial statements as of 31 December 2024, and it involved testing the recoverability of the Group's net invested capital including goodwill amounting to Euro1,138 thousand. As of June 30, 2025, the Directors have not identified any trigger events that required the test to be updated again.

An asset-side approach was used to check the recoverable value of the Group's goodwill and net invested capital, comparing the value in use of each cash generating unit with the relative carrying amount.

As previously indicated, cash flow projections were made considering a five-year time horizon, envisaged in the New Industrial Plan, assuming two different speeds for the two phases of the plan: for 2024-2026 a CAGR of +2% and for 2026-2029 a CAGR of +8%. The expected future cash flows after 2029 used for the terminal value were determined using a growth rate ("g-rate") of 2.2%.

The discount rate was calculated using the weighted average cost of capital (WACC) and taking into account the changed economic scenario and the resulting implications in terms of interest rates. The discount rate calculated is 9.9% and is based on the following assumptions: (i) the risk-free rate adopted is 3.9% and corresponds to the yield on 10-year government bonds of the various countries in which the Group operates; (ii) the equity risk premium of 7.5% is based on the results of long-term analysis related to industrialized countries, Group size, and professional practice; (iii) the beta coefficient was estimated on the basis of a panel of comparable companies and is 0.9; (iv) the cost of debt, 3.0%, was estimated on the basis of the 10-year IRS plus a spread of 160bps; (v) the debt/equity ratio was estimated on the basis of a panel of comparable companies and is 30%. Future flows include annual investments of about Euro 21-25 million.

As a result, the impairment test shows positive coverage, sufficient to support the Group's net invested capital and goodwill. Consequently, no further impairment is necessary than those already accounted for with reference to the impairment test on stores.

In addition, the Group conducted the usual sensitivity analyses in order to highlight the effects produced on "value in use" by a change in key assumptions (WACC, growth rate, and EBITDA).

Sensitivity analyses show that in order to make the "value in use" equal to the value of Net Invested Capital, the following parameters would need to change, considered individually and if nothing else changes: i) increase in WACC to 19.8%; ii) growth rate "g" used in terminal value of less than 0; and iii) a reduction in EBITDA of about 42%.

Finally, it should be noted that as of 30 June 2025 Geox's market capitalization was well above the book value of equity. The second phase of the impairment test will be carried out again by the Directors when they approve the financial statements as of 31 December 2025.

11. Personnel

The average number of employees is shown below:

I half 2025 I half 2024 Change
Managers 37 44 (7)
Middle managers and office staff 761 859 (98)
Shop employees 1,587 1,616 (29)
Factory workers 1 1 0
Total 2,386 2,520 (134)

The average number of employees for the first half of 2025 amounted to 2,386 showing a reduction of 134 compared to the first half of 2024 mainly due mainly due to closure of the subsidiary in US and China.

12. Financial income and Financial expenses

This item is made up as follows:

I half 2025 I half 2024 Change
Financial income 5,546 2,541 3,005
Financial expenses (8,094) (9,021) 927
Total (2,548) (6,480) 3,932

Financial income is made up as follows:

I half 2025 I half 2024 Change
Interest from banks 72 962 (890)
Other interest income 533 477 56
Net gains on exchange rate differences 4,941 1,102 3,839
Total 5,546 2,541 3,005

Net gains on exchange rate differences amounted to Euro 4,941 thousand, compared to 1,102 thousand of the first half of 2024, mainly referred to the EUR/RUB exchange rate.

Other interest income mainly includes the time value effect referring to derivative financial instruments mentioned in note 36.

Financial expenses are made up as follows:

I half 2025 I half 2024 Change
Bank interest and charges 195 215 (20)
Interest on loans 2,695 3,855 (1,160)
Interest on leases 2,865 2,319 546
Other interest expense 994 1,356 (362)
Financial discounts and allowances 1,345 1,276 69
Total 8,094 9,021 (927)

Interest on loans decreases by Euro 1,160 thousand compared to the same period of previous year, thanks to a lower average level of debt during the period, supported by the capital increase.

Other interest expense mainly includes the time value effect referring to derivative financial instruments mentioned in note 36.

Interest on leases relate to the application of the accounting standard IFRS 16. The weighted average of the interest borrowing rate (IBR) of the year is 2.43%.

13. Income tax

Income taxes in the first half of 2025 amount to Euro 1,202 thousand, compared to Euro 3,453 thousand in the first half of 2024.

I half 2025 I half 2024 Change
Current taxes (469) (560) 91
Deferred taxes (733) (2,893) 2,160
Total (1,202) (3,453) 2,251

The following table shows reconciliation between the Group's effective tax burden and its theoretical tax charge, based on the current tax rate in force during the period in Italy (the country of Geox S.p.A., the Parent Company):

I half 2025 % I half 2024 %
PBT (3,692) 100.0% (11,992) 100.0%
Theoretical income taxes (*) (886) 24.0% (2,878) 24.0%
Effective income taxes 1,202 (32.6%) 3,453 (28.8%)
Difference due to: 2,088 (56.6%) 6,331 (52.8%)
1) different tax rates applicable in other countries (92) 2.5% (79) 0.7%
2) permanent differences:
i) IRAP and other local taxes 75 (2.0%) 238 (2.0%)
ii) write-downs of deferred tax asset 2,056 (55.7%) 6,228 (51.9%)
iii) previous years' taxes and other taxes 49 (1.3%) (56) 0.5%
Total difference 2,088 (56.6%) 6,331 (52.8%)

(*) Theoretical income taxes based on the tax rates applicable to Geox S.p.A.

It should be noted how the recorded amount of deferred tax assets does not include tax benefits associated with tax losses in the first semesters of 2025 and 2024, with the exception of some countries, amounting to Euro 2,056 thousand and Euro 6,228 thousand, respectively, as deferred tax assets have been recognized within the limits of the amounts deemed recoverable over a 4/5-year time horizon.

14. Earning per Share

EPS is calculated by dividing the net income for the period attributable to the ordinary shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the net income for the period attributable to the Parent Company's shareholders by the weighted average number of shares outstanding during the period, taking into account the effects of all potential ordinary shares with a dilutive effect with reference to options that have vested but not yet been exercised.

The following table shows the result and the number of ordinary shares used to calculate basic and diluted EPS in accordance with IAS 33:

I half 2024
(0.06)
(0.06)
256,170,878
256,170,878

15. Intangible assets

Intangible assets are made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Industrial patents and intellectual property rights 12,729 13,280 (551)
Trademarks, concessions and licenses 150 170 (20)
Key money 10,068 10,833 (765)
Assets in progress and payments on account 401 481 (80)
Goodwill 1,138 1,138 -
Total 24,486 25,902 (1,416)

The following table shows the changes in intangible assets during the first half of 2025:

Industrial
patents
and
intellectual
property
rights
Trademarks,
concessions
and licenses
Key
money
Assets in
progress
and
payments
on account
Goodwill Total
Historical value at 12-31-2024 119,684 115,705 59,974 481 1,789 297,633
Accumulated depreciation at 12-31-2024 (106,404) (115,535) (49,122) - (651) (271,712)
Impairment fund at 12-31-2024 - - (19) - - (19)
Net book value at 12-31-2024 13,280 170 10,833 481 1,138 25,902
Additions 3,219 1 - 167 - 3,387
Disposals (923) - (2,120) - - (3,043)
Translation differences and other movements 241 - 19 (247) - 13
Change in historical value 2,537 1 (2,101) (80) - 357
Amortization (4,016) (21) (766) - - (4,803)
Decreases 923 - 2,114 - - 3,037
Translation differences and other movements 5 - (18) - - (13)
Change in amortization fund (3,088) (21) 1,330 - - (1,779)
Provisions - - 12 - - 12
Releases - - (12) - - (12)
Utilization for stores closed - - 6 - - 6
Change in impairment fund - - 6 - - 6
Total change in the period (551) (20) (765) (80) - (1,416)
Historical value at 06-30-2025 122,221 115,706 57,873 401 1,789 297,990
Accumulated depreciation at 06-30-2025 (109,492) (115,556) (47,792) - (651) (273,491)
Impairment fund at 06-30-2025 - - (13) - - (13)
Net book value at 06-30-2025 12,729 150 10,068 401 1,138 24,486

Investments mainly concern:

  • personalization of the IT system and software utilization licenses for a total of Euro 3,168 thousand and costs incurred for registration, extension and protection of patents in various parts of the world for Euro 51 thousand;
  • assets in progress relating to further implementations and customizing of the new IT system.

The decreases concern, mainly, the abandonment of trademarks and patents filed in some countries and the disposal of key money as a result of store closures.

Movements in the impairment fund are the result of the impairment test on non current assets relating to the stores, as further described in note 10.

16. Property, plant and equipment

Details of property, plant and equipment are shown in the following table:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Plant and machinery 2,143 2,472 (329)
Industrial and commercial equipment 2,650 2,720 (70)
Other assets 7,926 7,322 604
Leasehold improvements 16,736 16,396 340
Assets in progress and payments on account 846 375 471
Total 30,301 29,285 1,016

The following table shows the changes in property, plant and equipment during the first half of 2025:

Plant and
machinery
Industrial
and
commercial
equipment
Other
assets
Leasehold
improvements
Assets in
progress
and
payments
on
account
Total
Historical value at 12-31-2024 26,450 35,143 54,378 77,685 375 194,031
Accumulated depreciation at 12-31-2024 (23,978) (32,421) (46,986) (61,107) - (164,492)
Impairment fund at 12-31-2024 - (2) (70) (182) - (254)
Net book value at 12-31-2024 2,472 2,720 7,322 16,396 375 29,285
Additions 54 1,318 1,972 2,327 815 6,486
Disposals (2) (528) (1,337) (1,817) - (3,684)
Translation differences and other movements - (6) (68) 116 (344) (302)
Change in historical value 52 784 567 626 471 2,500
Amortization (383) (1,387) (1,541) (2,016) - (5,327)
Decreases 2 527 1,282 1,697 - 3,508
Translation differences and other movements - 5 285 (25) - 265
Change in amortization fund (381) (855) 26 (344) - (1,554)
Provisions - 1 18 44 - 63
Releases - (1) (18) (44) - (63)
Utilization for stores closed - 1 10 57 - 68
Translation differences and other movements - - 1 1 - 2
Change in impairment fund - 1 11 58 - 70
Total change in the period (329) (70) 604 340 471 1,016
Historical value at 06-30-2025 26,502 35,927 54,945 78,311 846 196,531
Accumulated depreciation at 06-30-2025 (24,359) (33,276) (46,960) (61,451) - (166,046)
Impairment fund at 06-30-2025 - (1) (59) (124) - (184)
Net book value at 06-30-2025 2,143 2,650 7,926 16,736 846 30,301

Investments mainly concern:

  • the purchase of machinery for the logistics center in Signoressa;
  • the purchase of industrial equipment (mainly molds for shoe soles) by the parent company Geox S.p.A.;
  • Geox shop, office and head office fittings and hardware;
  • leasehold improvements relating to industrial buildings and offices and to premises fitted out as Geox Shop;
  • asset in progress item mainly related to the purchase of furniture for the restyling of some Geox Shops and work in progress at the logistics center in Signoressa.

Decreases concern, mainly, the disposal of molds that are no longer in use and have been fully depreciated, furniture and improvements of stores renewed or closed during the period.

Movements in the impairment fund are the result of the impairment test on non current assets relating to the stores, as further described in note 10.

The item "Other assets" is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Electronic machines 1,739 1,843 (104)
Furniture and fittings 5,978 5,213 765
Motor vehicles and internal transport 209 266 (57)
Total 7,926 7,322 604

17. Right of use assets

Right of use assets are made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Right-of-use - Apartments 675 629 46
Right-of-use - Building 225,173 226,402 (1,229)
Right-of-use - Cars and Trucks 1,059 1,067 (8)
Total Right-of-use 226,907 228,098 (1,191)

The following table shows the changes in Right of use assets during the first half of 2025:

Right-of-use -
Apartments
Right-of-use -
Building
Right-of-use -
Cars and
Trucks
Total
Historical value at 12-31-2024 1,574 441,356 2,387 445,317
Accumulated depreciation at 12-31-2024 (945) (213,803) (1,320) (216,068)
Impairment fund at 12-31-2024 - (1,151) - (1,151)
Net book value at 12-31-2024 629 226,402 1,067 228,098
Additions 182 21,522 281 21,985
Disposals - (4,338) (375) (4,713)
Translation differences and other movements - 103 1 104
Change in historical value 182 17,287 (93) 17,376
Amortization (136) (23,013) (290) (23,439)
Decreases - 4,310 375 4,685
Translation differences and other movements - 159 - 159
Change in amortization fund (136) (18,544) 85 (18,595)
Provisions - 45 - 45
Releases - (45) - (45)
Utilization for stores closed - 28 - 28
Change in impairment fund - 28 - 28
Total change in the period 46 (1,229) (8) (1,191)
Historical value at 06-30-2025 1,756 458,643 2,294 462,693
Accumulated depreciation at 06-30-2025 (1,081) (232,347) (1,235) (234,663)
Impairment fund at 06-30-2025 - (1,123) - (1,123)
Net book value at 06-30-2025 675 225,173 1,059 226,907

The increases during the first half of 2025 relate mainly to new leases for Geox Shops openings and renegotiations of existing contracts.

Movements in the impairment fund are the result of the impairment test on non current assets relating to the stores, as further described in note 10.

18. Deferred tax

The following table analyses the change in deferred tax assets and the nature of the items and temporary differences that gave rise to them. The Group has offset the deferred tax assets and liabilities as the law permits the compensation of fiscal assets with fiscal liabilities.

Balance at
June 30, 2025
Balance at
Dec. 31, 2024
Change
Carry-forward tax losses 7,170 7,030 140
Depreciation and amortization and impairment 4,594 4,424 170
Derivative financial instruments 2,763 - 2,763
Provision for obsolescence and slow-moving inventory and returns 10,916 9,534 1,382
Provision for agents' severance indemnities 276 291 (15)
Bad debt provision 3,271 3,725 (454)
Risk provision 345 146 199
Other 1,008 1,890 (882)
Deferred tax assets 30,343 27,040 3,303
Derivative financial instruments - (1,503) 1,503
Other (333) (301) (32)
Deferred tax liabilities (333) (1,804) 1,471
Total deferred taxes 30,010 25,236 4,774

Deferred tax assets have been recognized to the extent that it is considered probable that sufficient future taxable income will be available to allow for their recovery. To determine projections of future taxable income, considered for the purposes of the recoverability of the Group's deferred tax assets, reference was made to the New Industrial Plan up to the period 2029, as described in notes 10 and 13.

The deferred tax assets on tax losses mainly relate to the tax loss generated during 2019 by the parent company Geox S.p.A. as part of the domestic tax consolidation with the Italian subsidiaries Geox Retail S.r.l. and Xlog. S.r.l., amounting to Euro 4,153 thousand. It should be noted that no deferred tax assets have been recognized in respect of the tax losses of the parent company and of the other Italian subsidiaries, for the years 2020-2025, for a total amount of 45,609 thousand, as well as those of the foreign subsidiaries, in particular Canada, for which, at the date of this report, there is no reasonable certainty that taxable income, over the financial forecast horizon, will allow for their recovery.

Derivatives that are defined as cash flow hedges and measured at fair value booked directly to equity require all related taxes also to be booked directly to equity and not to the income statement. The amount of deferred tax assets recognized directly in equity amounts to Euro 2,763 thousand (deferred tax liabilities of Euro1,503 thousand in 2024).

19. Other non-current assets

Other non-current assets are made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Accounts receivable from others in 1 to 5 years 4,424 4,469 (45)
Accounts receivable from others in more than 5 years 1,229 1,319 (90)
Total 5,653 5,788 (135)

Other non-current assets mainly relate to guarantee deposits for utilities and shop leases.

20. Inventories

The following table shows the breakdown of inventories:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Raw materials 4,024 4,930 (906)
Finished products and goods for resale 242,723 238,694 4,029
Furniture and fittings 129 108 21
Total 246,876 243,732 3,144

Inventories of finished products also include goods in transit acquired from countries in the Far East and the costs related to the expected returns on sales.

There was an overall increase in the value of finished product inventories of Euro 3,144 thousand compared to the previous year, which is basically in line with the end of the 2024 financial year.

Furniture and fittings relate to furnishings that will be used or sold to franchisees for opening new Geox Shops.

The book value of inventories is not significantly different from their current cost at the end of the period.

Inventories are shown net of the provision for obsolete and slow-moving inventory, deemed appropriate for the measurement at estimated realizable value of finished products from previous collections and raw materials no longer used.

The provision for obsolete and slow-moving inventory is analyzed below:

Balance at January, 1 17,370
Provisions 4,581
Translation differences 104
Utilizations (3,011)

Balance at June, 30 19,044

The write-downs reflects the adjustment to the value deemed recoverable of inventories in light of the sales forecasts outlined above.

21. Accounts receivables

Accounts receivable are made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Gross value
Provision for bad and doubtful accounts
86,630
(14,819)
86,888
(16,248)
(258)
1,429
Net value 71,811 70,640 1,171

Accounts receivable amounted to Euro 71,811 thousand at 30 June 2025, showing an increase of Euro 1,171 thousand compared to 31 December 2024.

It has to be noted that this item, during the semester 2025, was influenced by non-recourse factoring transactions, amounting to Euro 12,995 thousand (Euro 21,743 thousand in 2024).

As of 30 June 2025, the composition of receivables by maturity was as follows:

Not yet
due
Past due
0 - 90 days
Past due
91 - 180
days
Past due
over 180
days
Total
Gross value of accounts receivable at June 30, 2025 52,865 13,707 5,798 14,260 86,630
Gross value of accounts receivable at December 31, 2024 49,875 18,352 3,561 15,100 86,888

As regards the sales made to individual customers, there are no situations of particular concentration as all are well under the threshold of 10% of total revenues.

The book value of trade receivables coincides with their fair value.

The Group continues to maintain tight control over credit. This management practice ensures that the investment in working capital is limited. Accounts receivable are adjusted to their estimated realizable value by means of a provision for bad and doubtful accounts based on a review of individual outstanding balances. The provision at the end of the first half represents a prudent estimate of the current collection risk.

Changes in the provision during the period are as follows:

Balance at January, 1 16,248
Provisions 356
Translation differences (9)
Utilizations (1,776)

Balance at June, 30 14,819

The risk of customer insolvency is significantly mitigated as specific contracts with leading credit insurance companies cover credit risk on most of the turnover. The clauses provide that, initially, the insurance is configured solely as a request to accept the credit risk up to previously agreed credit limits. The insurance does become operating only after a formal communication of non-payment within the stipulated time.

22. Other current assets

This item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Tax credits 2,652 3,144 (492)
VAT recoverable from tax authorities 1,877 847 1,030
Advances to vendors 1,781 1,587 194
Other receivables 2,007 2,988 (981)
Accrued income and prepaid expenses 5,605 5,335 270
Total 13,922 13,901 21

Receivables from the tax authorities for VAT refer, mainly, to the VAT credit balance determined in the VAT settlement and to the credit for foreign VAT claimed for refund.

Prepaid expenses mainly include prepayments for rentals and maintenances.

23. Current and non-current financial assets

The book value of the financial assets shown below coincides with their fair value.

The following table shows the breakdown of this item:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Term bank deposits 28 27 1
Total non current financial assets 28 27 1
Fair value derivative contracts 406 12,634 (12,228)
Other current financial assets 5,197 3,706 1,491
Total current financial assets 5,603 16,340 (10,737)

The term bank deposits of Euro 28 thousand include amounts lodged to guarantee rent contracts on foreign shops.

As regards the mark-to-market derivative contracts, see the comments in note 36.

The item other current financial assets amounting to Euro 5,197 thousand includes mainly, sums deposited as guarantee for the purpose of the e-commerce business.

24. Cash and cash equivalent

The amount of Euro 17,893 thousand relates to: short term deposits for Euro 2,942 thousand, to current account in Euro for Euro 8,034 thousand, in Canadian Dollar for Euro 732 thousand, in British Pound for Euro 1,095 thousand, in Chinese Yuan for Euro 696 thousand, in Hungarian Forint for Euro 902 thousand, other currencies for the rest.

It should be noted that the book value of cash and cash equivalents coincides with their fair value.

25. Equity

Share capital

As of June 30, 2025 the share capital amounted to Euro 36,690 thousand (Euro 25,921 thousand as of December 31, 2024), fully subscribed and paid up, consisting of 366,904,531 ordinary shares with no par value. At that date, the Company held a total of 734,041 treasury shares, equal to 0.20% of the share capital.

The Extraordinary Shareholders' Meeting held on April 17, 2025 approved the proposal to increase the share capital by a maximum of Euro 60 million, including share premium, as part of a broader refinancing plan necessary to implement the actions envisaged in the Business Plan approved by the Board of Directors on December 19, 2024, as well as to ensure a substantial balance between the actions envisaged therein, the sources of financing and the charges arising from existing debt. The Financial Plan was governed by the Framework Agreement signed with the GEOX Group's lending banks on December 30, 2024.

The Capital Increase was approved by the Shareholders' Meeting according to the following structure:

  • a first tranche, divisible, for a total amount of up to Euro 30 million, including any share premium, through the issue of ordinary shares with no par value, with warrants attached free of charge, with regular dividend rights and the same characteristics as the ordinary shares outstanding on the date of issue (the 'Offered Shares'), to be offered for subscription to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code and to be subscribed by June 30, 2025 (the 'Capital Increase with Option Rights'); and
  • a second tranche, which may be divided and issued in stages, for a total amount of up to Euro 30 million, including any share premium, through the issue, on one or more occasions, of ordinary shares with no par value, with regular dividend rights and the same characteristics as the ordinary shares outstanding on the date of issue (the 'Complementary Shares'), to be subscribed by the deadline of October 31, 2026 to service the exercise of the Warrants (the 'Warrant Capital Increase').

On May 22, 2025 the Board of Directors has set the final terms and conditions of the Rights Issue and the Warrant Capital Increase.

In particular, the Board of Directors has set the subscription price of the GEOX shares deriving from the Rights Issue at Euro 0.278 per New Share, of which Euro 0.10 to be allocated to share capital and Euro 0.178 to share premium (the subscription price includes a discount of 14.9% compared to the Theoretical Ex-Right Price – so called TERP - calculated according to standard methodologies based on the reference price of GEOX shares on May 22, 2025) and has consequently resolved to issue up to 107,697,200 New Shares (together with an equal number of Warrants granted free of charge), to be offered to shareholders on a pre-emptive basis in the ratio of 5 New Shares for every 12 GEOX shares held.

Furthermore, the Board of Directors has set the subscription price of each Warrant Share at Euro 0.342, of which Euro 0.10 to be allocated to share capital and Euro 0.242 to share premium. The Board has also set the exercise ratio at 13 Warrant Shares for every 16 Warrants exercised, resolving to issue up to 87,503,975 Warrant Shares. The Warrant Exercise Price includes a premium of about 4.7% compared to the TERP.

During the subscription period (the "Subscription Period"), started on May 26, 2025 and ended on June 12, 2025 (both dates included), a total of 251,715,108 Rights were exercised for the subscription of 104,881,295 New Shares, corresponding to approximately 97.385% of the total New Shares, for an aggregate amount of Euro 29,157,000.01. At the same time, 104,881,295 Warrants were granted free of charge.

In execution of the commitments undertaken on December 30, 2024, the shareholder LIR S.r.l. ("LIR") subscribed for no. 76,790,620 New Shares, corresponding to its pro-rata share of the Right Issue, equal to approximately 71.30% of the total New Shares, for a total amount of Euro 21,347,792.36.

The remaining no. 6,758,172 not exercised rights - entitling holders to subscribe for up to no. 2,815,905 newly issued ordinary shares of GEOX each of which paired free of charge with one "Geox 2025-2026 Warrant" – have been sold during the first session of the rights auction on June 16, 2025.

On June 17, 2025 a total of 6,758,136 Unexercised Rights were exercised - out of the 6,758,172 acquired during the Rights Auction held on June 16, 2025 - resulting in the subscription of 2,815,890 New Shares, each accompanied by one "Geox 2025-2026 Warrant". With regard to the 36 Unexercised Rights not exercised, it is noted that the controlling shareholder, LIR S.r.l., acted as guarantor, pursuant to the commitments undertaken as part of the offering, and subscribed for the remaining 15 New Shares corresponding to such rights based on the subscription ratio. On the same date, the Company announced that the share capital increase has been fully subscribed for a total amount of Euro 29,939,821.60 (of which Euro 10,769,720.00 to be allocated to share capital and Euro 19,170,101.60 to share premium) and with the issuance of 107,697,200 newly issued GEOX shares, each accompanied by one "Geox 2025- 2026 Warrant," for a total of 107,697,200 Warrants.

In accordance with Article 2444 of the Italian Civil Code, the certification of completion of the Rights Issue has been filed with and registered in the Companies' Register of Treviso - Belluno on 30 June 2025, along with the new version of GEOX's bylaws, updated with the new amount of share capital.

Following the full execution of the Rights Offering, the Company's share capital amounts to Euro 36,690 thousand and is divided into 366,904,531 Geox ordinary shares with no indication of nominal value.

The current composition of the Company's share capital is shown below, with the previous share capital highlighted.

Current Share Capital Previous Share Capital Variation
Euro No. of shares Par Value Euro No. of shares Par Value Euro No. of shares Par Value
Ordinary
shares
(regular
dividend
rights:
01/01/2025 -
current coupon
number: 15)
36.690.453,10 366.904.31 With no
expressed
par value
25.920.733,10 259.207.331 With no
expressed
par value
10.769.720,00 107.697.200 -
No. of securities converted/exercised No. of outstanding securities New total nominal value
Warrant - 107.697.200 -

Other reserves

This item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Legal reserve 5,184 5,184 -
Share premium reserve 56,307 37,678 18,629
Translation reserve (5,694) (5,618) (76)
Reserve for cash flow hedges (8,752) 4,759 (13,511)
Reserve IFRS 2 471 - 471
Reserve for treasury shares (928) (928) -
Retained earnings 983 31,246 (30,263)
Total 47,571 72,321 (24,750)

The legal reserve amounts to Euro 5,184 thousand. This reserve is not distributable.

The share premium reserve was set up mainly in 2004 as a result of the public offering of shares which increased the share capital by Euro 850 thousand, then this reserve was increased following the exercise of the stock option plans reserved for management. During the first half of 2025, this reserve increased by Euro 19,170 thousand following the Capital Increase with Option Rights. Proceeds from the market sale of option rights not exercised in the amount of Euro 70 thousand were also recognized as an increase of the Share Premium Reserve, pursuant to art. 2441, paragraph 3 of the Italian Civil Code. The share premium reserve also includes, as a reduction, the costs of the capital increase transaction that meet the requirements of IAS 32, for an amount of Euro 612 thousand.

The reserve for cash flow hedges, negative for Euro 8,752 thousand, originated as a result of valuing the financial instruments defined as cash flow hedges at June 30, 2025. Fair value valuation of cash flow hedges is stated net of the tax effect as explained in greater detail in note 36. This reserve is not distributable.

The increase of IFRS 2 reserve for Euro 471 thousand is due to the accounting treatment of the Equity (Stock Grant) & Cash-Based 2025-2027 Plan.

Reserve for treasury shares, for Euro 928 thousand (unchanged compared to December 31, 2024), originated during 2019 in execution of a program to purchase treasury shares to service the Stock Grant Plans.

The decrease reported in the first half of 2025 in the item Retained earnings mainly refers to the carryforward of the loss recorded in 2024.

26. Employee benefits

Employee benefits at June 30, 2025 amount to Euro 1,654 thousand as shown below:

Balance at December 31, 2024 1,710
Reversal of 0.50% withholding (113)
Reversal of 17% flat-rate tax (2)
Payments to supplementary pension schemes (608)
Advances granted to employees (64)
Provision for the period 1,707
Payments to supplementary pension schemes run by INPS net of amounts paid to leavers (898)
Change as a result of actuarial calculations (78)
Balance at June 30, 2025 1,654

Changes in the item, during the first half of 2025, show a utilization of Euro 608 thousand for payments to supplementary pension funds and one of Euro 898 thousand for net payments to supplementary pension schemes run by INPS. This is because, based on Law 296/06, with effect from 30 June 2007, severance indemnities accruing after 1 January 2007 have to be paid by companies (with more than 50 employees) to a special treasury fund set up by INPS or, if the employee prefers, to a supplementary pension fund that complies with D.Lgs 252/05.

Companies book a short-term payable which is then cancelled when the amount is paid over to INPS.

The actuarial valuation is carried out on the basis of the Projected Unit Credit Method in accordance with IAS 19. This method involves measurements that reflect the average present value of the pension obligations that have accrued on the basis of the period of service that each employee has worked up to the time that the valuation is carried out, without extrapolating the employee's pay according to the legislative amendments introduced by the recent Pension Reform.

The various stages of the calculation can be summarized as follows:

• for each employee on the books at the date of the valuation, an extrapolation of the severance indemnity already accrued up to the time that it will probably be paid;

  • for each employee, a calculation of the expected future payments of severance indemnity by the Company when the employee leaves due to dismissal, resignation, disability, death and retirement, as well as if an advance is requested;
  • discounting, to the valuation date, of each expected future payment.

The actuarial model used for the valuation of the provision for severance indemnities is based on various assumptions, some demographic, others economic and financial. The main assumptions used in the model are as follows:

  • mortality rates: ISTAT 2022
  • disability rates: INPS tables split by age and gender
  • employee turnover rate: 2.00%
  • discount rate (index Iboxx Corporate AA con duration 10+): 3.60%
  • rate of severance indemnities increase: 3.000%
  • inflation rate: 2.00%

The following table shows the effect that there would be on the obligation for the defined benefit obligation as a result of changes of significant actuarial assumptions at the end of the period:

Changes in assumptions
+1% employee turnover rate 14
-1% employee turnover rate (16)
+1/4% inflation rate 28
-1/4% inflation rate (27)
+1/4% discount rate (40)
-1/4% discount rate 42

27. Provision for liabilities and charges long term

This item is made up as follows:

Balance
at Dec.
31, 2024
Utilization Provisions Trans.
Diff.
Reclassification Actuarial
adj
Balance
at June
30, 2025
Provision for agents' severance indemnities 2,800 (114) 105 9 - (80) 2,720
Other 1,454 - 16 (6) 120 - 1,584
Total 4,254 (114) 121 3 120 (80) 4,304

The provision for agents' severance indemnities is provided for on the basis of legislative rules and collective agreements that regulate situations in which agency mandates may be terminated. Provisions represent the best estimate of the amount that the business would have to pay to settle the obligation or transfer it to third parties at the balance sheet date. The cumulative effect of the actuarial valuation carried out in accordance with IAS 37 amounts to Euro 505 thousand.

The item other reflects mainly an estimate of the risks involved in outstanding disputes, as well as the estimated restoration costs.

28. Current and non-current financial liabilities

This item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Non current bank loans
Other loans
79,827
62
82,219
62
(2,392)
-
Total 79,889 82,281 (2,392)

Non-current financial liabilities amount to Euro 79,889 thousand compared to Euro 82,281 thousand at December 31, 2024 and are all due within 4 years.

The net decrease of Euro 2,392 thousand is mainly explained by the repayment of loan installments due within the first half of the year.

Current financial liabilities is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Bank accounts 8,216 10,605 (2,389)
Current bank loans 23,994 3,181 20,813
Advances against orders 11,000 36,000 (25,000)
Fair value derivative contracts 19,555 347 19,208
Other current financial liabilities 530 1,489 (959)
Total 63,295 51,622 11,673

Current financial liabilities amount to Euro 63,295 thousand compared to Euro 51,622 thousand at 31 December 2024. The item loans includes the portion due within 12 months of medium-to long-term loans. Regarding the item fair value derivative contracts, refer note 36.

It should be noted that bank loans include:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Non current bank loans 79,827 82,219 (2,392)
Current bank loans 23,994 3,181 20,813
Total bank loans 103,821 85,400 18,421

The terms and conditions of the bank loans are as follows:

Currency Nominal interest
rate
Year of
maturity
Nominal
value 06-
30-2025
Book
value 06-
30-2025
Nominal
value 12-
31-2024
Book
value 12-
31-2024
Secured bank loans Euro Euribor +0,65-1,40% 2027-2028 75,150 73,891 76,580 75,074
Non secured bank loans Euro Euribor +2,00% 2025 20,000 20,000 - -
Non secured bank loans Euro Euribor +1,10-1,20% 2028 10,091 9,930 10,252 10,060
Non secured bank loans CHF Fixed rate 1,50% 2028 - - 266 266
Total bank loans 105,241 103,821 87,098 85,400

As of June 30, 2025, the Group has seven loan agreements with a total residual nominal value of Euro 105,241 thousand maturing within the next 4 years, five of which, amounting to Euro 75,150 thousand, assisted by SACE guarantees "Garanzia Italia" and "Supportitalia" on 90% of the amount. These loans are mainly intended to support personnel costs and investments, as well as working capital dynamics for production plants and business activities located in Italy. Changes in bank loans during the year are shown below:

Balance
at Dec.
31, 2024
Proceeds Repayments Other movements Translation
differences
Balance
at June
30, 2025
Non current bank loans
Current bank loans
82,219
3,181
-
20,000
(266)
(1,590)
(2,127)
2,403
1
-
79,827
23,994
Total bank loans 85,400 20,000 (1,856) 276 1 103,821

These agreements require compliance with financial covenants (to be calculated before IFRS 16), measured on a semiannual basis in June and December, with reference to the Group's consolidated figures. The values vary over the term of the contract and can also be possibly remedied by Equity Cure transactions. It should be noted that as of June 30, 2025 these financial parameters have been met.

It should be noted that at the end of 2024, the Company and the banks agreed on the terms of the refinancing plan, which provides, in summary:

  • Rescheduling of medium- to long-term loan repayment plans, extending final maturities by 24 months and adjusting repayment schedules with specific banks.
  • Equity contribution to the Company amounting to Euro 30 million, already finalized during the first half of 2025, and an additional Euro 30 million to be made in the fall of 2026, backed by the commitment undertaken by the controlling shareholder Lir S.r.l..

The refinancing plan, combined with the capital strengthening ensured by LIR's contribution, allows the Group's financial needs to be covered.

The net financial position as defined by the new ESMA Guidelines of 4 March 2021 (Consob Warning notice no. 5/21 to the Consob Communication DEM/6064293 of 28 July 2006) is detailed below:

(Thousands of Euro) June 30, 2025 Dec. 31, 2024
A. Cash 17,893 26,653
B. Cash equivalents - -
C. Other current financial assets 5,603 16,340
D. Liquidity (A + B + C) 23,496 42,993
E. Current financial debt (81,750) (90,506)
F. Current portion of non-current financial debt (23,994) (3,181)
G. Current financial indebtedness (E + F) (105,744) (93,687)
H. Net current financial indebtedness (G + D) (82,248) (50,694)
I. Non current financial debt (273,200) (276,295)
J. Debt instruments - -
K. Non-current trade and other payables (62) (62)
L. Non-current financial indebtedness (I + J + K) (273,262) (276,357)
M. Total financial indebtedness (H + L) (355,510) (327,051)

It should be noted that the non-current financial debt is shown net of non-current financial assets.

29. Lease assets and lease liabilities

The item refers to the present value of the payments due for rents following the application of IFRS 16 Accounting Standard.

The item is made as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Non-current lease assets – third parties 69 366 (297)
Total lease assets 69 366 (297)
Non-current lease liabilities - third parties 136,496 135,256 1,240
Non-current lease liabilities - related parties 56,974 59,213 (2,239)
Total non-current lease liabilities 193,470 194,469 (999)
Current lease liabilities - third parties 37,076 36,788 288
Current lease liabilities - related parties 5,373 5,277 96
Total current lease liabilities 42,449 42,065 384
Total lease liabilities 235,919 236,534 (615)
Total net lease liabilities 235,850 236,168 (318)

Non-current lease liabilities amount to Euro 193,470 thousand, of which Euro 119,125 thousand are due within 5 years, and Euro 74,345 thousand beyond 5 years.

The following table shows the changes lease liabilities during the first half of 2025:

Balance at
Dec. 31,
2024
Net increases Transl. Diff. Payments Balance at
June 30,
2025
Total Lease liabilities 236,534 21,969 312 (22,896) 235,919

Increases refer to new lease contracts signed during the period, mainly for stores, or renegotiations of existing contracts. The weighted average of the interest borrowing rate (IBR) of the year is 2.43%.

30. Other non-current liabilities

This item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Guarantee deposits 365 297 68
Accrued expenses and deferred income 548 676 (128)
Total 913 973 (60)

The guarantee deposits refer to amounts received from third parties to guarantee business lease contracts (for Geox Shops).

31. Trade payables

The item is made as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Accounts payable 158,022 188,865 (30,843)
Provision for returns 18,943 21,107 (2,164)
Total 176,965 209,972 (33,007)

Accounts payable at June 30, 2025 amount to Euro 176,965 thousand, showing a decrease of Euro 33,007 thousand if compared with 31 December 2024.

All amounts are due within the next 12 months. The terms and conditions of the liabilities listed above are as follows:

  • accounts payables were settled, during the first half of 2025, in an average period of about 100 days, broadly in line with those observed in 2024;
  • the terms and conditions applied to related parties are the same as those applied to third parties.

The book value of accounts payable coincides with their fair value.

The Group also has a reverse factoring agreement under which suppliers can choose to have their invoices advanced by a banking institution, which plays the role of payment agent. Under the agreement, this banking institution pays suppliers the amounts related to the invoices they issued to the Group. The Group will reimburse the banking institution at a later date, corresponding to the original due date of the invoice. The main purpose of the arrangement is to offer suppliers conditions of earlier payments than the payment date stated on the invoice.

The Group has not derecognized the original trade payables to which the agreement applies because the original liability has not changed as a result of the agreement.

For the Group, in fact, the agreement does not entail a change in payment terms beyond the normal payment terms agreed with other suppliers who do not join, but it does offer the affected suppliers the benefit of early payment.

In addition, the Group does not have to pay additional interest to the banking institution on the amounts due to suppliers. The amounts under the agreement are classified as current trade payables because the nature and function of the liabilities do not differ from those of other trade payables and are due within the next 12 months.

The table below provides additional information:

Balance at
June 30, 2025
Balance at
Dec. 31, 2024
Book value of Trade payables subject to reverse factoring
included in Trade payables
48,695 40,053
-of which suppliers who received payments from the banking institution 44,086 37,338
Payment term deadlines
Trade payables subject to reverse factoring (days of grace period from invoice date) 120-150 120-150
Comparable trade payables (days of grace period from invoice date) 90-150 90-150

The book value of the reverse factored trade debts did not show significant non-monetary changes. It should be noted that payments to the banking institution are classified as cash flows arising from operational activities, since they continue to be an integral part of the normal operating cycle of the Company and their main nature is operational, being related to the purchase of finished product.

It should also be noted that the Group, for these operations, has obtained credit lines for a maximum amount of Euro 75,000 thousand.

Changes in the refund liabilities during the first half of 2025 are as follows:

Balance at January 1 21,107
Provisions 17,338
Translation differences 133
Utilizations (19,635)
Balance at June 30 18,943

The provision for returns has been estimated based on the potential returns and credit notes arising from the trade agreements signed with customers, in particular with franchising ones. The provision is allocated mainly to the last selling season at retailers, thus explaining the dynamics of provisions and utilization of the provision.

32. Other current liabilities

This item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Social security institutions 2,961 4,298 (1,337)
Employees 14,625 10,109 4,516
Other payables 4,850 6,225 (1,375)
Accrued expenses and deferred income 920 921 (1)
Total 23,356 21,553 1,803

The amounts due to social security institutions mainly relate to pension contributions for the first half of 2025, paid in second half of 2025.

The amounts due to employees include payroll, bonuses and accrued vacation not yet taken as of June 30, 2025.

Other payables are mainly advances received from customers and the short-term part of the guarantee deposits received from third parties.

33. Provision for liabilities and charges short-term

Provision for liabilities and charges short term, amounting to Euro 2,641 thousand (Euro 2,235 thousand in 2024) include, mainly, an estimate of the risks involved in outstanding disputes, task risks as well as the estimated restoration costs.

Balance
at Dec.
31, 2024
Utilization Provisions Trans.
Diff.
Reclassification Balance
at June
30, 2025
Provision for liabilities and charges short term 2,235 (307) 839 (6) (120) 2,641

34. Taxes payable

The item is made up as follows:

Balance at June
30, 2025
Balance at Dec.
31, 2024
Change
Withholding taxes 1,781 3,274 (1,493)
VAT payable and other taxes 3,475 3,661 (186)
Total 5,256 6,935 (1,679)

35. Share based payments

In accordance with IFRS 2, the adoption of a share-based payment plan implies the accounting recognition of a cost equal to the fair value of the options at the grant date. This cost is charged to the income statement over the vesting period, and a specific equity reserve is booked. The fair value of these options has been determined by an independent expert using the binomial method, at the time they are granted.

The Shareholders' Meeting held on April 17, 2025 approved a medium/long-term incentive plan, the 2025-2027 Equity (Stock Grant) & Cash-Based Plan (the "Plan"), which provides for the allocation, free of charge, of a maximum of 10,436,654 ordinary shares of the Company (the "Equity Portion"), as well as the payment of a cash component (the "Cash Portion") for a maximum amount of Euro 855,806 gross in the event of overachievement, to the Chief Executive Officer, Executives with Strategic Responsibilities, as well as Executives and Key People of Geox or other companies of the Group. The Plan has a vesting period of 3 years and, consequently, the shares may be allocated starting from the date of approval of the consolidated financial statements for the year ending 31 December 2027.

The allocation of the Equity Share components to the beneficiaries is subject, in addition to the fulfillment of a permanence condition (remaining in service on the date of approval of 2027 financial statements), to the achievement of a profitability target identified in the cumulative Adjusted EBITDA for the period 2025-2027, as well as a financial target represented by the value of the Group's Net Financial Position as at 31 December 2027. The payment of the Cash Portion is also subject to the overachievement of the cumulative Adjusted EBITDA target. Pursuant to the Plan, the shares to be allocated may be sourced, in accordance with applicable law, from shares purchased on the market and/or held by the Company for other reasons, based on the shareholders' meeting authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 et seq. of the Italian Civil Code. Through the adoption of the Plan, the Company intends to promote and pursue the following objectives: to involve and incentivize beneficiaries whose activities are considered essential to the achievement of the Group's objectives; to promote the loyalty of beneficiaries, encouraging them to remain within the Group; to share and align the interests of beneficiaries with those of the Company and its shareholders in the medium to long term, recognizing the contribution made by management to increasing the value of the Company.

The Board of Directors of Geox S.p.A., which met at the end of the Shareholders' Meeting, resolved to implement the medium/long-term incentive plan, the Equity (Stock Grant) & Cash-Based 2025-2027 Plan, approving the allocation of no. 8,900,070 rights in favor of 8 beneficiaries, including the Chief Executive Officer, Strategic Executives and other executives considered key resources of Geox or other Group companies.

The fair value of the Plan was calculated using the binomial method and amounts to a maximum total of Euro 2,826 thousand.

The assumptions underlying the estimate were as follows:

  • Fair value per share on the grant date: Euro 0.315143
  • Share value on the grant date: Euro 0.315143
  • Expected dividend rate: 0.00%
  • Expected turnover rate: 0.00%
  • The cash portion was not evaluated because, at the current date, the overachievement threshold is not considered reasonably achievable
  • Stock volatility: 29.55% (based on the three-year historical trend).

Based on estimates related to the Plan, the effect on the income statement for the half-year is negative by Euro 471 thousand, and as of June 30, 2025, 8,965,924 rights assigned during the period are outstanding.

For further information on the information documents relating to the Plans, please refer to the company's website, www.geox.biz, in the 'Governance' section.

36. Risk management: objectives and criteria

Credit risk

Geox Group policy is to insure its trade receivables, thereby minimizing the risk of bad debts due to non-payment and/or significant payment delays on the part of customers. The policy of insuring against credit risk is applied to the main part of the Geox Group's accounts receivable from third parties.

The maximum risk involved in the Group's financial assets, which include cash and cash equivalents, derivative and other financial assets, is the book value of these assets in the event of counterparty insolvency

Interest rate risk

Indebtedness to the banking system exposes the Group to the risk of interest rate fluctuations. Floating rate loans, in particular, run the risk of cash flow variations. At June 30, 2025 the Group's indebtedness to the banking system amounts to Euro 123.0 million and is mainly floating rate.

The Group, in the past, decided to put in place specific policies to hedge against the risk of changes in interest rates on medium/long-term loans which, as of June 30, 2025, are almost all past due. As of June 30, 2025, the Group holds an Interest Rate Swap (IRS) for Euro 4.5 million.

In terms of sensitivity analysis, we would emphasize that a positive (negative) variation of 50 b.p. in the level of interest rates applicable to short-term variable-rate financial liabilities that are not hedged would have resulted in a higher (lower) annual financial burden, gross of tax, of approximately Euro 613 thousand.

Exchange risk

The Geox Group also carries on its activity in countries outside the Euro-zone, which means that exchange rate fluctuations are an important factor to be taken into consideration.

The principal exchange rates to which the Group is exposed are the following:

  • EUR/USD, in relation to purchases of finished product in U.S. dollars, made by Geox S.p.A., typically in the Far East, where the U.S. dollar is the reference currency for trade;
  • EUR/GBP, EUR/CHF in relation to sales in the British and Swiss territories.

The Group initially calculates the amount of exchange risk, from trading transactions forecast for the coming 12 months, that is involved in the budget for the coming period. It then gradually hedges this risk during the process of order acquisition to the extent that the orders match the forecasts. These hedges take the form of specific forward contracts and options for the purchase and sale of the foreign currency. Group policy is not to arrange derivative transactions for speculative purposes.

With regard to the Russian market, where transactions between the parent Geox S.p.A. and the Russian subsidiary are exposed, it should be noted that starting from the second half of 2022, in particular from the Fall/Winter 22 sales season, trade relations of sales of finished products were settled in EUR currency, as a result of the impossibility of hedging transactions on RUB currency. So, to date, the transactional exchange risk between EUR and ruble for the Group is mainly present in the balance sheet of the Russian company that purchases finished product in EUR currency.

The management believes that the risk management policies adopted by the Geox Group are appropriate.

Group companies may find themselves with trade receivables or payables denominated in currencies other than the functional currency of the entity holding them. In addition, companies may incur debt or use funds in currencies other than the functional currency. Changes in exchange rates may result in exchange gains or losses arising from these situations. It is the Group's policy to hedge fully, whenever possible, the exposure resulting from receivables, payables and securities denominated in foreign currencies different than the functional currency.

Some of the Group's subsidiaries are in countries that are not members of the European monetary union. As the Group's reference currency is the Euro, the income statements of those entities are translated into Euro using the average exchange rate for the period, and while revenues and margins are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances in Euro.

The assets and liabilities of consolidated companies whose functional currency is different than the Euro may acquire converted values in Euro which differ based on the fluctuation in exchange rates. The effects of these changes are recognized directly in the translation reserve, included in other comprehensive income.

There have been no substantial changes in the first half of 2025 in the nature or structure of exposure to currency risk or in the Group's hedging policies.

The Group's financial statements could be materially affected by fluctuations in the exchange rates, mainly referred to the US dollar and Rouble.

The impact on the Group's result at June 30, 2025 resulting from a hypothetical, unfavorable and instantaneous change of 10% in the exchange rates of the leading foreign currencies with the Euro would have been approximately Euro 1.6 million, while in case of a favorable change of 10% in exchange rates the impact would have been approximately Euro 1.3 million, almost all of which relating to RUB.

Receivables, payables and future trade flows whose hedging transactions have been analyzed were not considered in this analysis. It is reasonable to assume that changes in exchange rates will produce the opposite effect, of an equal or greater amount, on the underlying transactions that have been hedged.

Liquidity risk

The sector in which the Group operates is very seasonal in nature. The year can be split into two collections (Spring/Summer and Fall/Winter), which basically coincide with the first and second half. On the one hand, purchases and production are concentrated in the three months prior to the half-year in question, leading to an increase in inventory and, subsequently, the absorption of cash. On the other hand the wholesale and franchising sales are concentrated in the first three months of the half-year in question, transforming inventory into receivables. The same period sees the completion of payment of accounts payable

As described in note 31, the Group enters into a reverse factoring agreement with the aim of offering interested suppliers conditions of payments that are earlier than the payment date stated on the invoice. This arrangement does not imply for the Group a change in payment terms beyond the normal payment terms agreed with other suppliers who do not enter into the agreement. In fact, the terms of payment of invoices for suppliers who adhere to the agreement is in line with the ordinary deadlines defined with other finished product suppliers (note 31). Receipts from customers and end consumers, on the other hand, are collected before the end of the half-year in question. These situations bring about very strong seasonal trends, also in the Group's financial cycle, which leads to peaks of absorption of financial resources from January to April and from July to October.

The Group manages liquidity risk by maintaining tight control over the various components of working capital, especially inventory and accounts receivable. The Group's credit risk hedging policies guarantee short-term collection of all accounts receivable, even those from customers in financial difficulty, eliminating almost entirely the risk of insolvency. In addition, the finished products left in stores at the end of the season are then disposed of in a planned way in the outlets owned by the Group and through promotional sales to third parties.

The Group is exposed to the risk of not being able to achieve cash flows and income margins that are adequate and timeconsistent with respect to cash outflows and debt-related costs, also in light of covenants in financial contracts involving limitations on the use of financial resources.

As of June 30, 2025, the Group's net financial position was Euro 335.5 million, (Euro 327.1 million as of December 31, 2024) of which the non-current portion of the Group's debt was Euro 273.3 million (Euro 276.4 million as of December 31, 2024). The Group's net financial position excluding IFRS 16 impact as of June 30, 2025 31 was Euro 119.7 million (of which the non-current portion was Euro 79,9 million), and Euro 90.9 million as of December 31, 2024 (of which the noncurrent portion was Euro 82.3 million).

As of the date of these financial statements, there is a risk that, should the actions in support of the New Industrial Plan not be implemented in the manner and on the terms expected or should they prove inadequate, in the absence of an improvement in economic performance, the financial parameters (anchored in economic performance and the level of Group debt) stipulated in the loan agreements will not be met at the verification dates and throughout the Plan period; this would entail, in the absence of a waiver from the banks, the consequent obligation to early repay the debt related to these loans.

Should these loans be withdrawn in whole or in part as a result of the Group's failure to meet its commitments, the Group itself would be forced to find alternative forms of financing in order to meet its financial needs. In such assumptions, the Group could face difficulties in finding new sources of financing on the banking and/or financial market in a timely manner, also in light of the current supply of credit by the credit/financial system and the macroeconomic environment, or it could obtain them on more onerous terms and conditions than those of the previous loan agreements, with consequent negative effects on the sustainability of the Group's financial debt, as well as on its economic, equity and financial situation.

The Directors in view of the financial forecasts do not believe that the Group is unable to meet its payment commitments.

The contractual maturities of financial liabilities (notes 28 and 29) at the end of the period are shown in the following table:

Within 12
months
1-2 years 2-5 years Beyond 5
years
Balance at
June 30,
2025
Secured bank loans 3,729 18,082 52,080 - 73,891
Non secured bank loans 20,265 1,388 8,277 - 29,930
Other loans - - 62 - 62
Bank accounts 8,216 - - - 8,216
Advances against orders 11,000 - - - 11,000
Fair value derivative contracts 19,555 - - - 19,555
Other financial liabilities 530 - - - 530
Lease liabilities 42,449 37,555 81,570 74,345 235,919
Total financial liabilities 105,744 57,025 141,989 74,345 379,103

The contractual maturities of the trade debts (note 31), at the end of the period, are set out in the following table:

Within 12
months
1-2 years 2-5 years Beyond 5
years
Balance at
June 30,
2025
Trade payables 176,965 - - - 176,965
Total trade payables 176,965 - - - 176,965

Fair value and related hierarchy

As at June 30, 2025 financial instruments are as follows:

Notional
value 06-
30-2025
Positive
Fair value
on
06-30-2025
Negative
Fair value
on
06-30-2025
Notional
value 12-
31-2024
Positive
Fair value
on
12-31-24
Negative
Fair value
on
12-31-24
FX Forward buy agreements to hedge exch. rate risk 31,405 4 (2,302) 23,725 454 (7)
FX Forward sell agreements to hedge exch. rate risk 46,531 402 (30) 46,761 117 (322)
FX Currency Option agreem. to hedge exch. rate risk 277,304 - (17,209) 250,265 12,063 -
Target Forward FX Trans. To hedge exch. rate risk 4,500 - (14) 7,500 - (18)
Total 359,740 406 (19,555) 328,251 12,634 (347)

In relation to financial instruments recognized in the statement of financial position, IFRS 13 establishes a hierarchy that classifies the inputs of valuation techniques adopted to measure fair value into levels. The levels provided, set out in hierarchical order, are as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date;
  • Level 2: these are variables other than quoted prices included in Level 1 that are directly or indirectly observable for assets or liabilities;
  • Level 3: are unobservable variables for assets or liabilities.

All the financial assets and liabilities measured at fair value as at June 30, 2025 are classified on Level 2. During the first half of 2025 there were no transfers from Level 1 to Level 2 or to Level 3 or vice versa.

The Group holds the following derivatives to cover exchange rate fluctuations at June 30, 2025:

  • FX forward exchange agreements to hedge future purchases and sales of foreign currency;
  • FX Currency Option agreements for future purchases and sales of foreign currency

These agreements hedge future purchases and sales planned for the upcoming seasons.

The fair value measurement of the derivatives being analyzed was carried out by means of independent valuation models on the basis of the following market data posted on June 30, 2025:

  • Short-term interest rates on the currencies in question as quoted on www.euribor.org and www.bba.org.uk;
  • The spot exchange rates taken directly from the European Central Bank's website and the relative volatility posted by Bloomberg.

With regard to derivative financial instruments to hedge the interest rate risk, at June 30, 2025, the Group held one Interest Rate Swap (IRS), used to alter the profile of original interest rate risk exposure from variable rate to fixed rate. On set dates, such IRS exchange interest flows with the counterparties, calculated on the basis of a reference notional value, at the agreed fixed and variable rates.

Risks related to climate change

The Geox Group monitors the evolutions of the external context - as it is also considered a significant aspect with reference to its strategic directions - in order to identify potential emerging risks mainly of an environmental nature and, more generally, attributable directly and/or indirectly to the so-called "climate change". The purpose is also to manage the impacts, where possible and proactively, to seize the related opportunities and to be compliant with the continuously evolving legal and regulatory aspects, attributable to the climate change itself.

The Group carefully monitors issues related to climate change that are also the subject of current and growing attention by legislators and supervisory authorities in the countries within which the Group, consistently with its value chain, operates, even if only with reference to product commercial activities or their production.

Geox Group, as reported in the 2024 Consolidated Sustainability Reporting, has gained greater awareness through a specific process related to the Dual Materiality analysis and to the identification of Impacts, Risks and Opportunities.

Specifically, the outcomes of the aforementioned processes made it possible to identify, with reference to Climate Change, specific physical risks - in particular uncontrollable endogenous or exogenous events (e.g., natural disasters) that could preclude business continuity - and transitional risks – in particular the risk of noncompliance with the regulatory obligations to monitor and report emissions and uncontrollable exogenous events of climatic nature that could preclude the achievement of sales targets with particular reference to the Retail channel.

Geox Group, with reference to the aforementioned risks, provides mitigation methods through specific initiatives as well as insurance policies to cover the loss of integrity of company assets.

Finally, the Group always pays the utmost and increasing attention:

• to its own activities and the activities of third parties that collaborate with the Group itself that could be characterized by a potential social, ethical and environmental risk profile;

  • the behavior of its stakeholders (e.g. consumers, employees) and the increasing attention they pay to the above issues;
  • the impact that products may have with reference to ethical, environmental, social aspects, etc;
  • the aforementioned evolutions, including those of a legislative and regulatory nature, adapting and/or implementing - constantly and promptly - mitigation factors.

37. Related-party transactions

Pursuant to IAS 24, the Group's related parties are companies and people who are able to exercise control or significant influence and associated companies. Finally, are considered related parties the members of the Board of Directors, the Statutory Auditors and Executives with strategic roles of the Group and their families (note 7 and 9). The Regulation governing related party transactions is available on the website www.geox.biz Governance section.

The Group has dealings with the ultimate parent company (LIR S.r.l.), with affiliated companies (mainly Diadora S.p.A. for the portion related to revenues on royalties and Domicapital S.r.l. for the portion related to leases on capital properties) and other related parties. Commercial relations with these parties are based on the utmost transparency and on market terms and conditions. The economic transactions held with related parties are summarized in the following tables:

I half
2025
Parent
company
Affiliated
company
Other
related
parties
Total of which
related parties
Effect on
Total (%)
Sales 305,295 - 259 - 259 0.1%
Cost of sales (149,008) - 4 - 4 (0.0%)
Advertising and promotion costs (11,373) (82) - - (82) 0.7%
General and administrative expenses (131,484) (2) (27) (8) (37) 0.0%
Other revenues 2,052 24 24 - 48 2.3%
Financial expenses (8,094) (39) (706) - (745) 9.2%
I half
2024
Parent
company
Affiliated
company
Other
related
parties
Total of which
related parties
Effect on
Total (%)
Sales 320,385 - 519 - 519 0.2%
Cost of sales (156,398) - 99 - 99 (0.1%)
Advertising and promotion costs (13,759) (82) - - (82) 0.6%
General and administrative expenses (140,726) (1) (34) (3) (38) 0.0%
Other revenues 2,315 26 24 - 50 2.2%
Financial expenses (9,021) (13) (755) - (768) 8.5%

Sales I
half
2025
Cost of
sales I
half 2025
Advertising
and
promotion
costs I half
2025
General and
administrative
expenses I
half 2025
Other
revenues I half
2025
Financial
expensens I
half 2025
Lir S.r.l. - - (82) (2) 24 (39)
Total Parent company - - (82) (2) 24 (39)
Domicapital S.r.l.
Diadora S.p.A.
Ca' D'Oro 3 S.r.l.
-
259
-
-
4
-
-
-
-
(7)
(16)
(4)
24
-
-
(706)
-
-
Total Affiliated company
Other related parties
259
-
4
-
-
-
(27)
(8)
24
-
(706)
-
Total Other related parties - - - (8) - -
Total of which related parties 259 4 (82) (37) 48 (745)
Sales I
half
2024
Cost of
sales I
half 2024
Advertising
and
promotion
costs I half
2024
General and
administrative
expenses I
half 2024
Other
revenues I half
2024
Financial
expensens I
half 2024
Lir S.r.l. - - (82) (1) 26 (13)
Total Parent company - - (82) (1) 26 (13)
Domicapital S.r.l. - - - (7) 24 (755)
Diadora S.p.A. 519 99 - (17) - -
Ca' D'Oro 3 S.r.l. - - - (10) - -
Total Affiliated company 519 99 - (34) 24 (755)
Other related parties - - - (3) - -
Total Other related parties - - - (3) - -
Total of which related parties 519 99 (82) (38) 50 (768)

The main effects on financial statement of the transactions with these parties at June 30, 2025 and at December 31, 2024 are summarized below:

Balance at June
30, 2025
Parent
company
Affiliated
company
Other related
parties
Total of
which
related
parties
Effect on
Total (%)
Accounts receivable 71,811 15 273 - 288 0.40%
Other current assets 13,922 - - - - 0.00%
Non-current lease liabilities 193,470 1,645 55,329 - 56,974 29.45%
Accounts payable 176,965 43 21 8 72 0.04%
Other current liabilities 23,356 - 26 - 26 0.11%
Current lease liabilities 42,449 317 5,056 - 5,373 12.66%
Balance at Dec.
31, 2024
Parent
company
Affiliated
company
Other related
parties
Total of
which
related
parties
Effect on
Total (%)
Accounts receivable 70,640 - 439 - 439 0.6%
Other current assets 13,901 1 - - 1 0.0%
Non-current lease liabilities 194,469 1,806 57,407 - 59,213 30.4%
Accounts payable 209,972 243 1,476 1 1,720 0.8%
Other current liabilities 21,553 - 28 - 28 0.1%
Current lease liabilities 42,065 307 4,970 - 5,277 12.5%

Accounts
receivables June
30, 2025
Other
current
assets
June 30,
2025
Non-current
lease liabilities
June 30, 2025
Accounts
payables June 30,
2025
Other
current
liabilities
June 30,
2025
Current lease
liabilities June
30, 2025
Lir S.r.l. 15 - 1,645 43 - 317
Total Parent company 15 - 1,645 43 - 317
Domicapital S.r.l. 14 - 55,329 - 26 5,056
Diadora S.p.A. 259 - - 16 - -
Ca' D'Oro 3 S.r.l. - - - 5 - -
Total Affiliated companies 273 - 55,329 21 26 5,056
Other related parties - - - 8 - -
Total Other related parties - - - 8 - -
Total related parties 288 - 56,974 72 26 5,373
Accounts
receivables 2024
Other
current
assets
2024
Non-current
lease liabilities
2024
Accounts
payables 2024
Other
current
liabilities
2024
Current lease
liabilities
2024
Lir S.r.l. - 1 1,806 243 - 307
Total Parent company - 1 1,806 243 - 307
Domicapital S.r.l. - - 57,407 1,451 28 4,970
Diadora S.p.A. 439 - - 13 - -
Ca' D'Oro 3 S.r.l. - - - 12 - -
Total Affiliated companies 439 - 57,407 1,476 28 4,970
Other related parties - - - 1 - -
Total Other related parties - - - 1 - -
Total related parties 439 1 59,213 1,720 28 5,277

38. Commitments and contingent liabilities

The future rental payments under lease contracts, excluded from the application of IFRS 16, as of June 30, 2025 are as follows:

06/30/2025
Within 1 year 6,284
Within 1-5 years 13,112
Beyond 5 years 5,496
Total 24,892

The Group has decided not to recognize right-of-use assets and lease liabilities related to low-value assets and short-term leases. The Group recognizes the related lease payments as an expense over the lease term.

39. Atypical and/or unusual transactions

It should be noted that, during the first half of 2025, there were no positions or transactions arising from atypical and/or unusual operations within the Group.

40. Significant subsequent events after June 30, 2025

It should be noted that on July 23, 2025 the Board of Directors of Geox S.p.A. approved the agreement for the consensual termination of the employment and management relationship with Enrico Mistron, with effect from the same day.

On the same date, the Board of Directors of Geox S.p.A. appointed Dr. Francesco Di Giovanni as Chief Executive Officer.

No further significant events occurred after June 30, 2025.

***

Biadene di Montebelluna, July 30, 2025

For the Board of Directors The Chairman Mr. Mario Moretti Polegato

ATTACHMENTS

Biadene di Montebelluna, July 30, 2025

ATTESTATION

OF THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ART 154-BIS, OF LEGISLATIVE DECREE 58/98

The undersigned Francesco Di Giovanni, Chief Executive Officer of Geox S.p.A. and Andrea Maldi, Financial Reporting Manager of Geox S.p.A., attest, bearing in mind the provisions of art. 154-bis, paras. 3 and 4 of Legislative Decree 58 of February 24, 1998:

  • the adequacy in relation to the characteristics of the enterprise and
  • the effective application

of the administrative and accounting procedures for preparing the half-year condensed consolidated financial statements during the first half of 2025.

They also confirm that the consolidated financial statements:

  • a) agree with the books of account and accounting entries;
  • b) are prepared in accordance with the International Financial Reporting Standards adopted by the European Union, as well as the provisions issued to implement art. 9 of Legislative Decree 38/2005 and to the best of their knowledge, they are able to give a true and fair view of the assets and liabilities, results and financial position of the Issuer and of the other enterprises included in the consolidation;
  • c) provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company as of June 30, 2025;
  • d) Director's report includes a reliable operating and financial review of the Company as well as a description of the main risks and uncertainties to which it is exposed.

_________________________ ____________________________

Francesco Di Giovanni Andrea Maldi CEO Financial Reporting Manager

Attachment 2

LIST OF COMPANIES INCLUDED IN THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT JUNE 30, 2025

Name Location Year Currency Share
Capital
% held
Directly Indirectly Total
- Geox S.p.A. Biadene di Montebelluna (TV), Italy Dec. 31 EUR 36,690,453
- Geox Deutschland Gmbh Munich, Germany Dec. 31 EUR 500,000 100% 100%
- Geox Respira SL Barcelona, Spain Dec. 31 EUR 1,500,000 100% 100%
- Geox Suisse SA Lugano, Switzerland Dec. 31 CHF 200,000 100% 100%
- Geox UK Ltd London, U.K. Dec. 31 GBP 1,050,000 100% 100%
- Geox Canada Inc. Mississauga, Canada Dec. 31 CAD 40,500,100 100% 100%
- S&A Distribution Inc. (*) Delaware, Usa Dec. 31 USD 1 100% 100%
- Geox Holland B.V. Breda, Netherlands Dec. 31 EUR 20,100 100% 100%
- Geox Retail S.r.l. Biadene di Montebelluna (TV), Italy Dec. 31 EUR 100,000 100% 100%
- Geox Hungary Kft Budapest, Hungary Dec. 31 HUF 10,000,000 99% 1% 100%
- Geox Hellas S.A. Athens, Greece Dec. 31 EUR 220,000 100% 100%
- Geox France Sarl Sallanches, France Dec. 31 EUR 15,000,000 100% 100%
- Geox Asia Pacific Ltd Hong Kong, China Dec. 31 USD 5,116,418 100% 100%
- XLog S.r.l. Signoressa di Trevignano (TV), Italy Dec. 31 EUR 110,000 100% 100%
- Geox Rus LLC Moscow, Russia Dec. 31 RUB 60,000,000 100% 100%
- Geox AT Gmbh Wien, Austria Dec. 31 EUR 35,000 100% 100%
- Geox Poland Sp. Z.o.o. Warszawa, Poland Dec. 31 PLN 5,000 100% 100%
- Technic Development D.O.O. Vranje-U Likvidaciji (*) Vranje, Serbia Dec. 31 RSD 802,468,425 100% 100%
- Geox Trading Shanghai Ltd (*) Shanghai, China Dec. 31 CNY 136,489,316 100% 100%
- Dongguan Technic Footwear Apparel Design Ltd Dongguan, China Dec. 31 CNY 3,795,840 100% 100%
- Technic Development Vietnam Company Ltd Ho Chi Minh City, Vietnam Dec. 31 VND 3,403,499,500 100% 100%
- XBalk D.O.O. Vranje (*) Vranje, Serbia Dec. 31 RSD 1,200,000 100% 100%

(*) Company under liquidation

Company's data and information for Shareholders

Registered office

Geox S.p.A. – Joint Stock Company Via Feltrina Centro, 16 31044 Biadene di Montebelluna (TV) - Italy

Legal data

Via Feltrina Centro, 16 31044 Biadene di Montebelluna (TV) - Italy Share Capital: Euro 36,690,453.10 fully paid Economic and Administrative Database no. 265360 Treviso Commercial Register and Taxpayer's Code no. 03348440268

Investor Relations

[email protected] tel. +39 0423 282476

Documents for Shareholders

www.geox.biz (Investor Relations section)

KPMG S.p.A. Revisione e organizzazione contabile Via Rosa Zalivani, 2 31100 TREVISO TV Telefono +39 0422 576711 Email [email protected] PEC [email protected]

(This independent auditors' report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative)

Report on review of condensed interim consolidated financial statements

To the Shareholders of Geox S.p.A.

Introduction

We have reviewed the accompanying condensed interim consolidated financial statements of the Geox Group comprising the income statement, statement of other comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity and notes thereto, as at and for the six months ended 30 June 2025. The parent's directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Geox Group as at and for the six months ended

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Geox Group Report on review of condensed interim consolidated financial statements 30 June 2025

30 June 2025 have not been prepared, in all material respects, in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union.

Treviso, 5 August 2025

KPMG S.p.A.

(signed on the original)

Matteo De Bortoli Director of Audit

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