F.i.l.a. - Fabbrica Italiana Lapis Ed Affini S.p.a.MIL: FILA

FILA Group FY 2025 Annual Report

· Issued by F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A.
(Translation from the Italian original which remains the definitive version)

CONSOLIDATED FINANCIAL STATEMENTS OF THE F.I.L.A. GROUP

AT DECEMBER 31, 2025

SEPARATE FINANCIAL STATEMENTS OF F.I.L.A. S.p.A.

AT DECEMBER 31, 2025

F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. Via XXV Aprile 5 Pero (MI)



CONTENTS
  1. - General information 3

    Corporate Bodies 3

    Overview of the F.I.L.A. Group 4

    Organisational structure 6

  2. - Directors' Report 8

    Macroeconomic overview 8

    Key financial highlights 11

    F.I.L.A. Group Financial Highlights. 18

    Operating results excluding net non-recurring charges 18

    Business seasonality 22

    Statement of Financial Position 24

    Financial overview 29

    Investments 35

    Other Information 36

    Management and control 36

    Treasury shares 36

    Related party transactions 37

    Key Events in the year 38

    Subsequent events 40

    Outlook 40

    Going Concern 41

    Risk Management 42

    Corporate Governance 57

    Reconciliation between Parent and Consolidated Equity 58

    Consolidated Sustainability Statement 60

    General disclosures 60

    Environmental information 107

    Social information 133

    Governance information 167

    Statement of the Executive Officer for Financial Reporting and the Corporate Bodies 176

    Independent Auditors' Report pursuant to Article 14-bis of Legislative Decree No. 39 of January 27, 2010 177

  3. - Consolidated Financial Statements as at and for the year ended December 31, 2025 183

    Consolidated Financial Statements 183

    Statement of Financial Position 183

    Statement of Comprehensive Income 184

    Statement of changes in Equity 185

    Statement of Cash Flows 186

    Statement of financial position with indication of related party transactions pursuant to CONSOB Resolution No. 15519 of July 27, 2006 187

    Income statement with indication of transactions with related parties pursuant to CONSOB motion No. 15519 of July 27, 2006 189

    Notes to the Consolidated Financial Statements of the F.I.L.A. Group 190

    Segment reporting 222

    Business Segments - Statement of financial position 223

    Geographical segments - Statement of comprehensive income 224

    Business Segments - Other Information 225

    Subsequent events 288

    Commitments and guarantees 288

    Related party transactions 290

    Disclosure pursuant to Article 149-duodecies of the Consob Issuer's Regulation 300

    Annexes 301

    Annex 1 - List of companies included in the consolidation scope and other equity investments

    . 301

    Transactions relating to Atypical and/or Unusual Operations 302

    Statement of the Executive Officer for Financial Reporting and the Corporate Bodies 303

    Independent Auditors' Report pursuant to Article 14 of Legislative Decree No. 39 of January 27,

    2010 304

  4. - Separate financial statements of F.I.L.A. S.p.A. at December 31, 2025 311

Separate financial statements of F.I.L.A. S.p.A 311

Statement of Financial Position 311

Statement of Comprehensive Income 312

Statement of changes in Equity 313

Statement of Cash Flows 314

Statement of Financial Position pursuant to CONSOB Resolution No. 15519 of July 27, 2006316 Statement of Comprehensive Income pursuant to CONSOB Resolution No. 15519 of July 27, 2006 317

Notes to the Separate Financial Statements of F.I.L.A. S.p.A 318

Related party transactions 389

Disclosure pursuant to Article 149-duodecies of the Consob Issuer's Regulation 389

Subsequent events 390

Transactions relating to Atypical and/or Unusual Operations 391

Final Considerations 392

Statement of the Executive Officer for Financial Reporting and the Corporate Bodies 393

Board of Statutory Auditors' Report on the separate financial statements at December 31, 2025

prepared as per Article 153 of Legislative Decree No. 58/1998 394

Independent Auditors' Report pursuant to Article 14 of Legislative Decree No. 39 of January 27,

2010 410

I - General information

‌Corporate Bodies‌

Board of Directors

Chairperson (*) Giovanni Gorno Tempini Chief Executive Officer (**) Massimo Candela Executive Director (**) Luca Pelosin

Non-executive Director Annalisa Matilde Barbera

Non-executive Director (*) Gianna Luzzati

Non-executive Director (*) Carlo Paris

Non-executive Director (*) Donatella Sciuto

(*) Independent director in accordance with Article 148 of the Consolidated Finance Act and Article 3 of the Code of Conduct. (**) Executive Director

Control and Risks and Related Parties Committee

Gianna Luzzati Carlo Paris Donatella Sciuto

Annalisa Matilde Barbera

Remuneration Committee

Donatella Sciuto Gianna Luzzati

Annalisa Matilde Barbera

Board of Statutory Auditors

Chairperson Gianfranco Consorti

Standing Auditor Sonia Ferrero

Standing Auditor Pietro Michele Villa

Alternate Auditor Stefano Amoroso

Alternate Auditor Tina Marcella Amata

Independent Auditors Deloitte & Touche S.p.A.

‌Overview of the F.I.L.A. Group

The F.I.L.A. Group (hereafter also the "Group") operates in the creativity tools market, producing and marketing colouring, design, modelling, writing and painting objects, such as pencils, crayons, modelling clay, chalk, oil colours, acrylics, watercolours, paints and paper for the fine arts, school and leisure.

The F.I.L.A. Group at December 31, 2025 operates through 19 production facilities and 31 subsidiaries across the globe and employs approximately 2,600 people, becoming a pinnacle for creative solutions in many countries with brands such as GIOTTO, DAS, LYRA, Canson, Maimeri, Daler-Rowney Lukas, Ticonderoga, Pacon, Strathmore, Princeton and Arches.

Founded in Florence in 1920 by two noble Tuscan families, della Gherardesca and Marchesi Antinori,

F.I.L.A. S.p.A. (hereafter also the "Parent") has achieved strong international growth in the past 20 years, supported by a series of strategic acquisitions. Over the years, the Parent has acquired: (i) the Italian firm Adica Pongo in 1994, a leading producer of modelling clay for children; (ii) the Spanish firm Spanish Fila Hispania S.L. (formerly Papeleria Mediterranea S.L.) in 1997, the Group's former exclusive distributor in Spain; (iii) the French firm Omyacolor S.A. in 2000, a leading manufacturer of modelling putties and clays; (iv) the U.S. Dixon Ticonderoga Group in 2005, a leading producer and distributor of pencils in North America, with subsidiaries operating on the Canadian, Mexican, Chinese and European markets; (v) the German LYRA Group in 2008, which allowed the Group to enter the German, Scandinavian and Eastern Asian markets; (vi) the business unit operated by Lapiceria Mexicana in 2010, one of the main local competitors in the budget coloured and graphite pencils market; and (vii) the business unit operated by Maimeri S.p.A. in 2014, a manufacturer and distributor of paints and accessories for fine arts. In addition to these operations, on the conclusion of an initiative which began with the acquisition of a significant influence in 2011, control of the Indian company DOMS Industries Pvt Ltd. was acquired in 2015 (viii). In 2016, the F.I.L.A. Group focused upon development through strategic Art&Craft sector acquisitions, seeking to become the leading market player. On February 3, 2016, F.I.L.A. S.p.A. acquired control of the Daler-Rowney Lukas Group, an illustrious brand producing and distributing materials and accessories on the arts and crafts market since 1783, with a direct presence in the United Kingdom, the Dominican Republic, Germany and the USA (ix). In September 2016, the F.I.L.A. Group acquired the entire share capital of St. Cuthberts Holding Limited and the operating company St. Cuthberts Mill Limited, a highly-renowned English paper mill, founded in 1907, located in the south-west of England and involved in the production of high quality artist's papers (x). In October 2016, F.I.L.A. S.p.A. acquired the Canson Group, founded in 1557 by the Montgolfier family, with headquarters in Annonay in France, production facilities in France and conversion and distribution centres in Italy, France, China, Australia and Brazil. Canson products are available in over 120 countries and the brand is the most respected globally involved in the production

and distribution of high added value paper for the fine arts, design, leisure and schools, but also for

artists' editions and technical and digital drawing materials (xi).

In June 2018, F.I.L.A. S.p.A., through its US subsidiary Dixon Ticonderoga Co. (U.S.A.), consolidated its role as a leading player on the US market with the acquisition of the US Group Pacon, which through brands such as Pacon, Riverside, Strathmore and Princeton, is a leader in the US schools and arts and crafts sector. Dixon Ticonderoga Co. (U.S.A.) was subsequently merged into Pacon Corporation (U.S.A.), which later changed its name to Dixon Ticonderoga Co. (U.S.A.) (xii).

On March 2, 2020, F.I.L.A.- Arches S.A.S., a French company wholly-owned by F.I.L.A. S.p.A., completed the purchase from the Ahlstrom-Munksjö Group of the fine art business unit specialised in fine art operating through the ARCHES® brand (xiii).

On February 8, 2022, the UK subsidiary Daler Rowney Ltd. acquired 100% of the UK company Creative Art Products Limited, located in Manchester (UK), which specialises in the schools segment and produces and distributes a wide range of art materials for children, both under the Scola brand and private label brands (xiv).

On December 20, 2023, the listing of the subsidiary DOMS Industries Limited on the National Stock Exchange of India was completed. As part of the listing, however, F.I.L.A. S.p.A. remained the largest single shareholder of the company post-listing as it held 30.6% of the share capital. On December 19, 2024, following the completion of the share placement of the Indian associate company DOMS Industries Limited, F.I.L.A. S.p.A. reduced its shareholding to 26.01% of the share capital, while still remaining the largest single shareholder of the Indian company (xv).

‌Organisational structure

The F.I.L.A. S.p.A. organisational structure is reported below.





DIRECTORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE F.I.L.A. GROUP AND THE SEPARATE FINANCIAL STATEMENTS OF F.I.L.A. S.p.A.

AT DECEMBER 31, 2025

‌II - Directors' Report

‌Macroeconomic overview

2025 again featured a complex global macroeconomic environment impacted by a significant degree of uncertainty.

Global trade in 2026 is expected to grow at a moderate pace, substantially in line with global output. The outlook for international trade however remains subject to geopolitical-related risks and possible trade policy shifts within the major economies. Energy commodity prices have seen varying trends: stable oil prices, while natural gas prices have continued to be volatile, impacted by both the demand and supply sides.

Eurozone economic growth in 2025 was again moderate, shaped by weak overseas demand and still subdued consumption and investment. The manufacturing sector remains weak, while services continued to be the main driver of economic output. Inflation has gradually declined, settling at levels close to the 2% target pursued by the European Central Bank.

Against this backdrop, the European Central Bank has begun to gradually ease monetary policy through successive reductions of the key interest rates during 2025. Despite a gradual improvement in lending conditions, the Eurozone credit market overall remains muted amid the significant uncertainty and a still prudent outlook among households and businesses.

The latest projections of the Eurosystems experts indicate moderate Eurozone economic growth over the next three years, with output expanding by just over 1% annually in the 2025-2027 period and inflation stabilising at levels close to the 2% target over the medium-term.

The F.I.L.A. Group's market was influenced by the complex macroeconomic environment, mainly featuring the uncertainty stemming from the increased tariffs in the United States and the cuts in government funding for schools in the USA and in the United Kingdom.

In North America, after the significant drop in April and May, the operating performance has gradually improved. Europe returned to growth in the second half of the year, driven by France, Spain and Turkey. Central-South America however was impacted by the contraction in Mexico owing to the increased competition from illegally imported products, which are currently subject to further restrictions by the Mexican authorities.

Against this backdrop, F.I.L.A Group management focused, in continuity with the previous year, on containing overheads, simplifying processes and reorganising production plant so as to maintain the strong Group margin. The closure of the production plant in China is part of the reorganisation plan set

out by the F.I.L.A. Group, which focuses resources in business areas deemed strategic and targets new development opportunities. The activities carried out at these plant were transferred to existing plant in Mexico and India.

New marketing and sales initiatives will be implemented to best support revenue growth, also leveraging the strength of the DOMS product range, which will continue to play a strategic role in the industrial projects of the F.I.L.A. Group. In this regard, the recent acquisition of Seven, completed in January 2026, represents a key strategic step to strengthen and expand the Group, opening up new growth opportunities. The transaction allows us to more effectively address the birth rate problem in Europe, to expand the brand portfolio and to consolidate our presence in the school products segment, while maintaining a high level of profitability and liquidity generation. Building on the success of the partnership with DOMS, the F.I.L.A. Group seeks to replicate this strategy in the backpack market, both in India and globally, leveraging the combined industry know-how, distribution network and manufacturing experience of Seven and DOMS.

The inflation and GDP figures for the main countries in which the F.I.L.A. Group companies operate are reported below:





‌Key financial highlights

The F.I.L.A. Group's 2025 Financial Highlights are reported below:

Euro thousands

December 31,

2025

% revenue

December 31,

2024

% revenue

20

Change 25 - 2024

Revenue

572,213

100.0%

612,583

100.0%

(40,370)

-6.6%

Gross operating profit (1)

95,116

16.6%

109,045

17.8%

(13,929)

-12.8%

Operating profit

59,073

10.3%

63,867

10.4%

(4,795)

-7.5%

Net financial income (expense)

- 32,588

(5.7%)

42,941

7.0%

(75,529)

-175.9%

Total taxes

(9,936)

-1.7%

(25,962)

-4.2%

16,025

61.7%

F.I.L.A. Group Profit attributable to

the owners of the Parent

14,455 2.5% 81,767 13.3% (67,312)

-82.3%

Earnings per share (€ cents)

basic

0.28

1.61

diluted

0.28

1.57

ADJUSTED Net of Non-Recurring expenses and IFRS 16 effects - Euro thousands

December 31, % revenue

2025

December 31, % revenue

2024

Change 2025 - 2024

IFRS16

Effects

Adjustements for non-recurring expenses

Revenue 572,213

100.0%

612,583

100.0%

(40,370)

-6.6%

Gross operating profit (1) 105,160

18.4%

118,221

19.3%

(13,060)

-11.0%

12,779

(10,044)

Gross operating profit excluded 93,259

16.3%

103,065

16.8%

(9,806)

-9.5%

11,901

(10,044)

Operating profit 69,199

12.1%

83,354

13.6%

(14,155)

-17.0%

3,257

(10,126)

Net financial income (expense) (23,224)

-4.1%

(22,836)

-3.7%

(388)

-1.7%

(3,246)

(9,364)

Total taxes (11,469)

-2.0%

(20,409)

-3.3%

8,940

43.8%

112

1,532

F.I.L.A. Group Profit attributable to the 33,029

5.8%

40,934

6.7%

(7,905)

-19.3%

92

(18,574)

IFRS16 effects

owners of the Parent

Earnings per share (€ cents)

basic 0.65 0.81

diluted 0.64 0.79

Euro thousands

Cash flows from operating activities

63,739

108,615

(44,875)

Free cashflow to equity

35,615

67,700

(32,085)

Net investments (4)

(16,225)

(13,144)

(3,081)

% revenue

2.8%

2.1%

December 31, 2025 December 31, 2024

Change 2025 - 2024

Euro thousands

December 31, 2025

December 31, 2024

Change 2025 - 2024

of which IFRS16

Effects

Net capital employed

769,210

813,883

(44,673)

(7,209)

Net Financial debt (2)

(189,529)

(181,079)

(8,450)

7,459

Net Financial debt excluded IFRS16 effects and MTM

(135,598)

(119,521)

(16,077)

Equity

(579,681)

(632,803)

53,122

(250)

  1. The Gross Operating Profit corresponds to the "Operating Profit" before "Amortisation and Depreciation", "Net Impairment Gains (Losses) on Trade Receivables and Other Assets" and "Other Net Impairment Gains (Losses)" and derives directly from the statement of comprehensive income;

  2. Net financial structure indicator calculated as the aggregate of the current and non-current financial debt, net of cash and cash equivalents and current financial assets. Net financial debt as defined by CONSOB Notice DEM/6064293 of July 28, 2006 and CONSOB Attention Call No. 5/21 of April 29, 2021, excludes non-current financial assets.

  3. "Net investments" corresponds to the sum of the following Statement of Cash Flow captions: "Net increase/decrease in intangible assets" and "Total Investments/Divestments in Property, Plant and Machinery",

2025 Adjustments:

The adjustments to the 2025 "Gross Operating Profit" concern the net balance between non-recurring operating income and charges, which presents net charges of Euro 10.0 million and which includes the charges for organisational structure and company process efficiency projects for Euro

7.4 million, mainly concerning restructuring costs following the closure of operations in China, which include plant disposal expenses, the transfer of equipment, personnel settlements and other costs related to the discontinuation of production, the portion pertaining to the period of the "2022-2026 and 2025-2029 Performance Shares" medium/long-term incentive plan for Euro 1.6 million and extraordinary project costs and consultancy for Euro 1.1 million;

The adjustment of the "Operating Profit" was Euro 10.1 million, resulting from the aforementioned effects on the "Gross Operating Profit" and the adjustment to fair value of tangible assets for Euro 0.1 million;

The adjustment to "Net financial expense" of Euro 9.4 million mainly concerns unrealised currency losses on extraordinary cash and cash equivalents in U.S. Dollars generated by the disposal of 4.57% of the shares of the associate DOMS Industries Limited on December 19, 2024;

The adjustment to the 2025 "Profit of the F.I.L.A. Group" was Euro 18.6 million and principally concerns the above effects on the "Operating Profit" and on the "Net financial expense", net of the tax effect of Euro 1.5 million and as a result of the effect on minorities mainly due to the deconsolidation of the Russian subsidiary Fila Stationary O.O.O..

2024 Adjustments:

The adjustments to the 2024 "Gross Operating Profit" concern the net balance between non-recurring operating income and charges, which presents a net charge of approximately Euro 9.2 million and which includes charges for organisational structure and company process efficiency projects for Euro 5.9 million, extraordinary project costs and consultancy for Euro 2.8 million, the portion pertaining to the period for the "2022-2026 Performance Shares" medium/long-term incentive plan for Euro 1.0 million, and non-recurring income of Euro 0.6 million;

The adjustment of the "Operating Profit" was Euro 19.5 million, resulting from the aforementioned effects on the "Gross Operating Profit" and the adjustment to fair value of the intangible assets for Euro 8.4 million, of tangible assets for Euro 1.1 million and of biological assets for Euro 1.3 million;

The adjustment of the "Net Financial Expense" of Euro 65.8 million mainly concerns the gain on the sale of 4.57% of the Indian associate DOMS Industries Limited for Euro 67.0 million, in addition to the financial expense for this transaction of Euro 1.2 million;

The adjustment to the "F.I.L.A. Group Profit" in 2024 was Euro 40.8 million, principally due to the above-stated effects on the "Operating Profit" and on "Net Financial Expense", net of the relative tax effect of Euro 5.6 million mainly relating to the tax on the gain for the 4.57% sale of the Indian associate DOMS Industries Limited.

In order to permit a more accurate assessment of the F.I.L.A. Group's financial performance and financial position, some alternative performance measures are presented alongside the conventional financial measures to the IFRS. Such alternative performance measures are not to be considered replacements for the IFRS-compliant measures. These measures are also tools used by the Directors to identify operating trends and for decision-making upon investments, the allocation of resources and other operative decisions. Alternative performance measures are not covered by IFRS and are therefore not comparable with similar performance and disclosure measures used in the financial statements of other entities.

These Alternative Performance Measures exclusively concern historical accounting data of the Group and are calculated in accordance with the Guidelines on Alternative Performance Measurement issued by ESMA on October 5, 2015 (2015/1415), as per CONSOB communication No. 92543 of December 3, 2015, the "ESMA Guidelines on Alternative Performance Measures (APMs)" issued on April 17, 2020 by the ESMA, and on October 28, 2022 in section 3 of the "European common enforcement priorities for 2022 annual financial reports".

The alternative performance measures used are illustrated below:

Gross operating profit or EBITDA: this is calculated the Profit for the Period, adjusted by the following captions: (i) Total Income taxes, (ii) Amortisation, Depreciation and Impairment losses and

(iii) the Financial Management Result. The F.I.L.A. Group uses this measure as an internal management target and in external presentations (for analysts and investors), as it is useful in measuring the overall operating performance of the F.I.L.A. Group and of F.I.L.A. S.p.A.

The table below presents a reconciliation of the Profit for the period with the Gross Operating Profit or EBITDA:



Gross Operating Profit or EBITDA excluding net non-recurring charges and IFRS 16: this is calculated as the Gross Operating Profit or EBITDA excluding the following effects: (i) Net non-recurring charges on the Gross Operating Profit or EBITDA, (ii) the IFRS 16 effects (Cost offset) and

(iii) Non-recurring IFRS 16 charges.

Gross Operating Profit or EBITDA excluding net non-recurring charges: this is calculated as the Gross Operating Profit or EBITDA excluding net non-recurring charges on the Gross Operating Profit or EBITDA.

Reference should be made to the reconciliation of the two above-stated Alternative Performance Measures:



Operating Profit or EBIT: this is calculated as the "Operating Profit" directly derived from the consolidated income statement and corresponding to the "Gross Operating Profit or EBITDA", adjusted by the following captions: (i) Amortisation and Depreciation, (ii) Net impairment Gains (Losses) on Trade Receivables and Other Assets and (iii) Other Net Impairment Gains (Losses).

The following is a reconciliation between Gross Operating Profit or EBITDA and Operating Profit or EBIT:



Operating Profit or EBIT excluding net non-recurring charges: this is calculated as the Operating Profit or EBIT excluding the effects from net non-recurring charges on the Operating Profit or EBIT.

The following is a reconciliation between Operating Profit or EBIT and Operating Profit or EBIT excluding net non-recurring charges:





Profit attributable to owners of the parent: profit for the reporting period, adjusted for non-controlling interest items.

The Group defines the "Profit attributable to the owners of the parent excluding net non-recurring charges" as the Profit attributable to the shareholders of the parent excluding Net non-recurring charges on the Profit for the period attributable to the owners of the parent.

The reconciliation between the Profit attributable to the owners of the parent and the Profit attributable to the owners of the parent excluding net non-recurring charges is presented below:





Net financial position (or net financial debt) - this is a valid measure of the F.I.L.A. Group's financial structure. It is calculated as the aggregate of the current and non-current financial debt, net of cash and cash equivalents and of current financial assets, in accordance with Consob Communication DEM/6064293 of July 28, 2006 and Consob's call to attention No. 5/21 of April 29, 2021, excluding non-current financial assets.

The non-current financial assets of the F.I.L.A. Group at December 31, 2025 and at December 31, 2024 respectively totalled Euro 1,034 thousand and Euro 1,032 thousand.

For further details, reference should be made to the "Financial overview" section.

Net Financial Debt excluding the IFRS 16 and MTM effects: corresponds to the Net Financial Debt excluding the effects of IFRS 16 and Mark to Market Hedging. Basic and diluted earnings per share excluding net non-recurring charges

The Basic Earnings/(Loss) per share excluding net non-recurring charges is calculated by dividing the Profit attributable to the owners of the parent, excluding net non-recurring charges, by the average weighted number of outstanding ordinary shares during the period, excluding any treasury shares in portfolio.

The Diluted Earnings/(Loss) per share excluding net non-recurring charges is calculated by dividing the Profit attributable to the owners of the parent, excluding net non-recurring charges by the average weighted number of outstanding ordinary shares during the period and those potentially arising from the conversion of all potential ordinary shares with dilutive effect.



‌F.I.L.A. Group Financial Highlights.

The F.I.L.A. Group's 2025 financial highlights are reported below.

‌Operating results excluding net non-recurring charges

The operating results excluding net non-recurring charges of the F.I.L.A. Group for 2025 present a decrease in the Gross Operating Profit excluding net non-recurring charges

of 11.0% on 2024.



The main changes compared to 2024 are illustrated below:

"Revenue" of Euro 572,213 thousand decreased on 2024 by Euro 40,370 thousand (-6.6%). Net of exchange losses of Euro 21,217 thousand (mainly concerning the U.S. Dollar and the Mexican Peso), the organic contraction was Euro 19,154 thousand (-3.1%).

At geographical area level, this organic contraction concerned North America for Euro 13,869 thousand (-4.6% on the preceding period), mainly due to the cut in public spending in the education sector and the uncertainty related to tariffs, Central and South America for Euro 2,486 thousand (-3.1% on the preceding period), due to increased competition from illegally imported products currently subject to further restrictions by the Mexican authorities, Asia for Euro 2,089 thousand (-16.2% on the preceding

period) and Europe for 738 thousand (-0.3% on the preceding period), mainly deriving from the decrease in business in the United Kingdom, the latter affected in particular by the cut in public spending in the education sector in the first six months of the year. On the other hand, organic growth in the Rest of the World of Euro 29 thousand (+0.7% on the previous year) is reported.

"Income" of Euro 9,808 thousand increased by Euro 457 thousand, mainly due to the exchange gains

on commercial transactions.

"Operating Expense" in 2025 of Euro 476,861 thousand contracted Euro 26,853 thousand compared to 2024. This decrease mainly relates to the lower variable purchasing and commercial costs, as a reflection of sales dynamics.

"Gross Operating Profit" amounts to Euro 105,160 thousand, a decrease of Euro 13,060 thousand compared to 2024 (-11.0%). At like-for-like exchange rates, the decrease was 7.8% on the previous year. The organic decrease, including the tariff effect, was 4.6% compared to the previous year.

"Amortisation, depreciation and impairment losses" increased Euro 1,095 thousand, mainly due to higher bad debt provisions of the U.S. subsidiary Dixon Ticonderoga Company related to a specific dispute with a customer.

"Net financial expense" increased Euro 388 thousand, substantially due to unrealised exchange losses on financial transactions, in addition to an increase in the amortized cost partially offset by lower net financial expense, mainly relating to the U.S. subsidiary Dixon Ticonderoga Company, the parent

F.I.L.A. S.p.A. and the Mexican subsidiary Grupo F.I.L.A.- Dixon, S.A. de C.V..

Total Group "Taxes" amounted to Euro 11,469 thousand, decreasing on the previous year due to the reduced pre-tax profit.

Net of the profit attributable to "non-controlling interests", the F.I.L.A. Group result net of non-recurring charges in 2025 was a profit of Euro 33,029 thousand (Euro 40,934 thousand in the previous year).

The parent F.I.L.A.'s operating highlights for 2025 are as follows:

Euro thousands December

31, 2025

% revenue December 31, 2024

% revenue

Change 2025 - 2024

68,346

100.0%

71,193

100.0%

(2,847)

-4.0%

7,842

11.5%

7,014

9.9%

827

11.8%

3,492

5.1%

2,530

3.6%

962

38.0%

(13,417)

-19.6%

68,100

95.7%

(81,517)

-119.7%

1,697

2.5%

(10,160)

-14.3%

11,857

116.7%

(8,229)

-12.0%

60,470

84.9%

(68,699)

-113.6%

Revenue

Gross operating profit Operating profit

Net financial expense Total taxes

Profit for the year

The operating results excluding net non-recurring charges of F.I.L.A. S.p.A. for 2025 present a decrease in the Gross Operating Profit, excluding net non-recurring charges, of 2.7% on 2024.



The main changes compared to 2024 are illustrated below:

"Revenue" of Euro 68,346 thousand decreased by Euro 2,847 thousand compared to the previous year (-4.0%). A macroeconomic environment featuring weak consumption persists. As a result, revenues are substantially in line with those of the previous year. However, orders declined further in comparison to 2024.

"Income" of Euro 7,635 thousand increased 9% on the previous year and mainly comprises recharges by the parent F.I.L.A. S.p.A. to the subsidiaries, principally for consultancy, insurance coverage and costs incurred for the introduction of the ERP.

"Operating Expense" in 2025, amounting to Euro 66,846 thousand, contracted Euro 1,965 thousand on 2024, thus almost in line with the previous period. The adjustment to "Operating Expense" mainly concerns the portion concerning the "2022-2026 and 2025-2029 Performance Shares" medium/long-term incentive plan for Euro 1.2 million and consultancy costs for extraordinary projects for Euro 0.1 million.

"Gross Operating Profit" amounts to Euro 9,135 thousand, down Euro 249 thousand on 2024 (-2.7%), mainly related to the revenue trend as described above.

"Amortisation, Depreciation and Impairment losses" decreased Euro 134 thousand, in line with the

previous year.

"Net Financial Income/(Expense)" improved Euro 1,098 thousand on the previous year. The adjustment to "Net Financial Expense" of Euro 9.4 million mainly concerns unrealised currency losses on extraordinary cash and cash equivalents in U.S. Dollars generated by the disposal of 4.57% of the shares of the associate DOMS Industries Limited on December 19, 2024; the adjustment also refers to the partial impairment of the investments of the subsidiaries Fila SA PTY Ltd. (South Africa) and Renoir Topco (UK) for a total of Euro 8.5 million.

"Income taxes" in 2025 amounted to net income of Euro 1,314 thousand (net charges of Euro 3,289

thousand in 2024).

‌Business seasonality

The Group's operations are affected by the business's seasonal nature, as reflected in the consolidated

results.

The F.I.L.A. Group primarily operates in the school and office strategic business segment and the fine arts Strategic business segment. Historically, the school and office Strategic business segment has reported greater sales in the second and third quarters of the year than in the first and fourth quarters of the year. This is mainly due to the fact that in the Group's main markets (i.e., North America, Mexico and Europe), schools reopen in the period from June to September. By contrast, the fine arts strategic business segment reports greater sales to some extent in the first, but especially in the fourth quarter, than in the second and third quarters, partially offsetting the seasonal nature of the school and office strategic business segment.

The quarterly breakdown of profit or loss shows the concentration of sales in the second and third quarters in conjunction with the "school campaign". Specifically, significant sales are made through the traditional "school suppliers" channel in June and through the "retailers" channel in August.

Seasonality is more significant when it is viewed in relation to working capital. In fact, in the school and office strategic business segment the Company has historically invested large quantities of financial resources to meet the enormous demand for products from July to September, while only receiving payments in November.

The key figures for 2025 and 2024 are reported below:





‌Statement of Financial Position

The F.I.L.A. Group's financial highlights at December 31, 2025 are as follows:



The F.I.L.A. Group's "Net Invested Capital" of Euro 769,210 thousand at December 31, 2025 was composed of "Non-current Assets" of Euro 585,772 thousand (Euro 624,947 thousand at December 31, 2024), "Net Working Capital" of Euro 229,998 thousand (decreasing Euro 11,657 thousand on December 31, 2024) and "Other Non-current Assets/Liabilities" of Euro 23,361 thousand (increasing Euro 2,895 thousand on December 31, 2024), net of "Provisions" of Euro 69,921 thousand (Euro 73,187

thousand at December 31, 2024).

"Intangible Assets" decreased on December 31, 2024 by Euro 36,949 thousand, mainly due to negative exchange differences of Euro 26,938 thousand and amortisation of Euro 12,266 thousand. The decrease was offset by net investments of Euro 2,371 thousand, principally by the parent F.I.L.A. S.p.A. (Euro 1,906 thousand) for implementation of the ERP system at a number of Group companies.

"Property, Plant and Equipment" decreased on December 31, 2024 by Euro 5,355 thousand, mainly as a result of the reduction of "Property, Plant and Equipment Right-of-Use" of Euro 7,322 thousand, offset by the increase in "Property, Plant and Equipment" of Euro 1,967 thousand.

The decrease in "Property, Plant and Equipment Right-of-Use" was mainly due to depreciation in the period of Euro 9,522 thousand, negative currency differences of Euro 2,667 thousand, and the adjustment of the right-of-use asset related to the property held by the subsidiary Daler Rowney Ltd for Euro 1,010 thousand, which is currently not in use. This reduction is offset by net investments in the period of Euro 5,780 thousand, mainly by the Mexican subsidiary Grupo F.I.L.A.-Dixon, S.A. de C.V. for Euro 2,101 thousand and by the Brazilian subsidiary Fila Canson Do Brasil for Euro 1,510 thousand. The increase in "Property, Plant and Equipment" is due to investments in the period amounting to Euro 14,537 thousand by the French subsidiary Canson SAS for Euro 5,310 thousand, mainly related to the development of the biomass plant, by the Mexican subsidiary Grupo F.I.L.A.-Dixon, S.A. de C.V. for Euro 2,926 thousand, and by the U.S. subsidiary Dixon Ticonderoga Company for Euro 2,560 thousand. The overall movement is offset by depreciation in the period of Euro 10,298 thousand and negative currency differences of Euro 1,736 thousand.

"Financial Assets" increased on December 31, 2024 by Euro 3,129 thousand, principally regarding the adjustment of the Carrying Amount of the investment of F.I.L.A. S.p.A. in the Indian associate DOMS Industries Limited of Euro 5,128 thousand, in line with the share of equity held in the associate of 26.01%, and a decrease of Euro 2,002 thousand due to the progressive amortisation of the gains allocated following the "Purchase Price Allocation" process concluded at December 31, 2024.

The decrease in "Net Working Capital" of Euro 11,657 thousand relates to the following:

"Inventories" - decreasing by Euro 30,023 thousand. The net decrease in stock at the F.I.L.A. Group of Euro 16,375 thousand particularly concerns the subsidiary Dixon Ticonderoga Company (U.S.A.) for Euro 10,900 thousand, due to improved efficiency of final goods warehouse stock, and the Chinese subsidiary Fila Dixon Stationery (Kunshan) for Euro 7,592 thousand following the closure of the plant; negative currency differences of Euro 15,345 thousand are also reported.

"Trade Receivables and Other Assets" - decreased Euro 4,183 thousand, mainly due to exchange losses of Euro 3,003 thousand and the increased accrual to the loss allowance relating to the U.S. subsidiary Dixon Ticonderoga Company for a specific dispute with a customer. Net of the loss allowance, "Trade Receivables" report an increase.

"Trade Payables and Other Liabilities" - decreasing Euro 16,826 thousand, mainly due to the decrease in "Trade Payables" for Euro 9,541 thousand, principally at the subsidiary Dixon Ticonderoga Company (U.S.A.) for Euro 5,948 thousand and at the subsidiary Grupo F.I.L.A.-Dixon,

S.A. de C.V. (Mexico) for Euro 2,539 thousand. Exchange gains on the item of Euro 4,620 thousand are in addition reported.

"Other Current Assets and Liabilities" - increasing Euro 5,723 thousand, mainly due to the increase in current tax assets for Euro 4,027 thousand offset by the decrease in current tax liabilities for Euro 1,696 thousand.

The decrease in "Provisions" on December 31, 2024 of Euro 3,265 thousand principally concerns:

Reduction in "Employee Benefits" for Euro 844 thousand, mainly as a result of actuarial losses recorded by the subsidiary Daler Rowney Ltd (United Kingdom) in application of IAS 19.

Decrease in "Deferred tax liabilities" of Euro 2,891 thousand, mainly due to exchange gains of Euro 4,768 thousand;

Increase in "Provisions for Risks and Charges" of Euro 470 thousand, mainly due to the accruals made by the English subsidiary Daler Rowney Ltd;

The "Equity" attributable to owners of the Parent", amounting to Euro 579,681 thousand, decreased on December 31, 2024 by Euro 53,122 thousand. Net of the profit for the period of Euro 16,548 thousand (of which a profit of Euro 2,093 thousand attributable to non-controlling interests), the residual movement mainly concern the dividends paid in 2025 for Euro 42,037 thousand, of which F.I.L.A.

S.p.A. shareholders for Euro 40,636 thousand and the non-controlling interests of the subsidiaries for Euro 1,401 thousand, the decrease in the translation reserve of Euro 29,321 thousand and the decrease in the "fair value hedge" of the hedging derivatives (IRS) for Euro 96 thousand. These changes are offset by the increase in the Negative Reserve for Treasury Shares in Portfolio for Euro 852 thousand and of the Share Premium Reserve for Euro 82 thousand, following the free allocation of shares of the

parent F.I.L.A. S.p.A. to all beneficiaries of the "2022-2026 Performance Shares" Plan, regarding the first tranche (LTI 2022-2024), the movement in the "Actuarial Gains/Losses" reserve of Euro 206 thousand, the allocation to the Share Based Premium reserve of Euro 536 thousand in relation to the 2022-2026 and 2025-2029 medium/long-term incentive plans and the impact of hyper-inflation on the hyper-inflated economies of Euro 77 thousand.

The F.I.L.A. Group "Net Financial Debt" at December 31, 2025 was Euro 189,529 thousand, increasing Euro 8,450 thousand on December 31, 2024. For greater details, reference should be made to the "Financial overview" section.

The parent F.I.L.A.'s financial highlights at December 31, 2025 are as follows:



‌Financial overview

The Group's Net Financial Debt at December 31, 2025 and Cash Flows for the period then ended are summarised in the following table to complete the discussion about its financial position and financial performance.

For the definition of the Net Financial Debt, reference should be made to Consob's call to attention No.

5/21 of April 29, 2021, which cites the new ESMA guidelines in this regard.

The Net Financial Debt - F.I.L.A. Group at December 31, 2025 was Euro 189,529 thousand.



The Net Financial Debt - F.I.L.A. Group comprises the Net Financial Debt excluding the IFRS16 and MTM effects for a debt of Euro 135,598 thousand (debt of Euro 119,521 thousand at December 31, 2024), the effect of IFRS16 for Euro 52,839 thousand and the Mark to Market Hedging for Euro 1,092 thousand.

The reconciliation between the Net Financial Debt - F.I.L.A. Group and the Statement of Financial Position is reported below:

captions "A - Cash" (Euro 130 thousand) and "B - Cash equivalents" (Euro 112,576 thousand) are included in "Note 10 - Cash and cash equivalents" (Euro 112,706 thousand);

caption "C - Other current financial assets" refers to "Note 3 - Current Financial Assets", both amounting to Euro 290 thousand;

caption "G - Current financial debt" relates to "Note 12 - Current Financial Liabilities" (both for Euro 64,493 thousand) and contains caption "F - Current portion of non-current financial bank loans and borrowings" (Euro 60,277 thousand) which refers to the current portion of IFRS 16 Financial Liabilities (Euro 9,049 thousand) and to the current portion of long-term loans (Euro 51,227 thousand), and caption "E - Current bank loans and borrowings" for Euro 4,217 thousand;

caption "I - Non-current bank loans and borrowings" (Euro 238,032 thousand) refers to "Note 12 - Non-Current Financial Liabilities" (Euro 236,940 thousand), including the long-term IFRS 16 Financial Liabilities of Euro 43,789 thousand, and "Note 13 - Financial Instruments" (for a negative Euro 1,092 thousand).

The "Net Financial Debt" of F.I.L.A. S.p.A. at December 31, 2025 was as follows:



The reconciliation between the Net Financial Debt - F.I.L.A. S.p.A. and the Statement of Financial Position is reported below:

Captions "A - Cash" (Euro 9 thousand) and "B - Cash equivalents" (Euro 4,917 thousand) are included in "Note 10 - Cash and Cash Equivalents" (Euro 4,926 thousand);

Caption "C - Other current financial assets" (Euro 102,900 thousand) refers to "Note 3 - Current

financial assets";

Caption "G - Current financial debt" (both Euro 62,592 thousand) relates to "Note 13 - Current Financial Liabilities" and contains caption "F - Current portion of non-current financial bank loans and borrowings" (Euro 50,016 thousand) which refers to the current portion of IFRS 16 Financial Liabilities (Euro 440 thousand) and to the current portion of long-term loans (Euro 49,577 thousand), and caption "E - Current bank loans and borrowings" for Euro 12,576 thousand;

Caption "I - Non-current bank loans and borrowings" (Euro 138,415 thousand) refers to "Note 13 - Non-Current Financial Liabilities" (Euro 137,594 thousand) and "Note 17 - Financial Instruments" (Euro 821 thousand);

Caption "N - Non-current loan assets" (Euro 60,008 thousand) relates to the caption "Loans

and receivables - Subsidiaries", as per "Note 3 - Non-Current Financial Assets".

Compared to December 31, 2024 (Euro 181,079 thousand), Group Net Financial Debt at December 31, 2025 increased Euro 8,450 thousand, as outlined below in the Statement of Operating Cash Flows:

December 31,

December 31,

Euro thousands

2025

2024

Gross Operating profit or EBITDA

95,116

109,045

Non-monetary adjustments

(255)

3,082

Operating cash flow IFRS 16

(12,779)

(16,197)

Income taxes

(17,802)

(11,772)

Cash Flows from Operating Activities Before Changes in NWC

64,280

84,158

Change in NWC

2,919

11,489

Change in Inventories

16,375

9,679

Change in Trade Receivables and Other Assets

(2,515)

(1,298)

Change in Trade Payables and Other Liabilities

(11,146)

4,050

Change in Other Current Assets/Liabilities

205

(942)

Net Cash Flows from Operating Activities

67,198

95,648

Investments in Property, Plant and Equipment and Intangible assets

(16,225)

(13,144)

Financial income

3,235

1,320

Net Cash Flows from (used in) Investing Activities

(12,990)

(11,824)

Change in Equity (Dividend paid and own shares)

(42,037)

(36,529)

Financial Expense

(14,992)

(20,388)

Financial Expense IFRS 16

(3,246)

(3,575)

Net Cash Flows used in Financing Activities

(60,275)

(60,492)

Exchange differences and other variations

(356)

7,839

Total Net Cash Flows

(6,423)

31,170

Free Cash Flow to Equity

35,615

67,700

Effect of exchange gains (losses)

(6,858)

(4,878)

Change in amortized cost

(2,372)

2,127

Mark to mark hedging adjustment

168

(383)

NFD change due to IFRS16

7,459

15,593

NFD change due sale of the shares in associated company

-

80,713

M&A

(292)

(2,010)

NFD change due to change in Consolidation Scope

(133)

-

Change in Net Financial Debt - F.I.L.A. Group

(8,450)

122,332

The Net Operating Cash flows generated in 2025 by "Operating activities" amounted to Euro 67,198

thousand (Euro 95,648 thousand in 2024) and due to:

Inflows of Euro 64,280 thousand (Euro 84,158 thousand in 2024) from operating profit, calculated as the difference of operating costs and revenue plus other operating items, excluding financial items;

Inflows of Euro 2,919 thousand (Euro 11,489 thousand in 2024) attributable to Working Capital movements, and mainly the decrease in "Inventories" partially offset by the decrease in "Trade and Other Payables" and the increase in "Trade and Other Receivables".

"Investing activities" used net cash flows of Euro 12,990 thousand (Euro 11,824 thousand used in 2024), mainly due to the use of cash for Euro 16,225 thousand (Euro 13,144 thousand in 2024) for net property, plant and equipment and intangible asset investment, particularly regarding Grupo F.I.L.A. -Dixon, S.A. de C.V. (Mexico), the parent F.I.L.A. S.p.A., Canson SAS (France) and Dixon Ticonderoga Company (U.S.A.).

"Financing activities" used net cash flows of Euro 60,275 thousand (Euro 60,492 thousand used in

2024), concerning the dividends paid for a total of Euro 42,037 thousand (to the shareholders of FILA

S.p.A for Euro 40,636 thousand and to the non-controlling interest shareholders of the subsidiaries for Euro 1,401 thousand), the interest paid on loans and credit lines granted to the Group companies of Euro 14,992 thousand, mainly the parent FILA S.p.A., Dixon Ticonderoga Company (U.S.A.) and Grupo FILA - Dixon, S.A. de C.V. (Mexico), in addition to interest expense due to the application of IFRS 16 of Euro 3,246 thousand.

"Free Cash Flow to Equity" was a positive Euro 35,615 thousand (positive Euro 67,700 thousand at December 31, 2024), and is calculated as the difference between the Total Net Cash Flow for a negative Euro 6,423 thousand (positive Euro 31,170 thousand at December 31, 2024), and the changes to Equity of Euro 42,037 thousand (Euro 36,529 thousand at December 31, 2024). Excluding the impact of the extraordinary U.S. tariffs and the reorganisation in China, the Free Cash Flow to Equity amounts to approximately Euro 47,000 thousand.

Excluding exchange gains and losses regarding the translation of the Net Financial Debt in currencies other than the Euro (negative for Euro 6,858 thousand), the "Amortised Cost" change for a negative Euro 2,372 thousand, the Mark to Market Hedging adjustment for a positive Euro 168 thousand, the change in the Net Financial Debt due to the application of IFRS 16 amounting to a positive Euro 7,459 thousand, the M& A effects related to the consulting costs for the acquisition of the Seven Group amounting to Euro 292 thousand, as well as the overall negative change generated by the change in the consolidation scope amounting to Euro 133 thousand (related to the deconsolidation of the Russian subsidiary Fila Stationary O.O.O.), the Net Financial Debt of the F.I.L.A. Group therefore increased Euro 8,450 thousand (decrease of Euro 122,332 thousand at December 31, 2024).

Changes in net cash and cash equivalents are detailed below:



‌Investments

Total investments made by the Group during the year amounted to Euro 16,909 thousand. These investments, undertaken both to develop production efficiency and efficacy and to support increased sales volumes, comprised "Intangible Assets" for Euro 2,371 thousand and "Property, Plant and Equipment" for Euro 14,537 thousand.

Cash flow from investments net of capital gains realized on the sale of assets, amounting to Euro 684 thousand, totalled Euro 16,225 thousand.

The main intangible investments concern the parent F.I.L.A. S.p.A. for the introduction of the ERP at a number of Group companies for Euro 1,906 thousand.

Net investments in "Buildings" totalled Euro 3,045 thousand and mainly concerned the Mexican subsidiary Grupo F.I.L.A.-Dixon S.A. de C.V. (Euro 1,818 thousand) and the French subsidiary Canson SAS (Euro 815 thousand), and relate to the expansion plan for the storage and production sites, while capitalisations of fixed assets in progress totalled Euro 711 thousand and mainly concern the U.S. subsidiary Dixon Ticonderoga Company.

Net investments in "Plant and Machinery" incurred by the F.I.L.A. Group amounted to Euro 3,045 thousand, mainly undertaken by the parent F.I.L.A. S.p.A. for Euro 748 thousand, by the Mexican subsidiary Grupo F.I.L.A.-Dixon S.A. de C.V. for Euro 714 thousand, and by the French subsidiary Canson SAS for Euro 504 thousand. In addition, assets under construction of Euro 1,970 thousand were capitalised, principally by Dixon Ticonderoga Company (U.S.A.) for Euro 1,278 thousand.

Net investments in "Industrial and Commercial Equipment" amounted to Euro 909 thousand, mainly undertaken by the parent F.I.L.A. S.p.A. for Euro 733 thousand.

Net investments in "Other assets" amounted to Euro 525 thousand, mainly undertaken by F.I.L.A.

S.p.A. for Euro 191 thousand.

"Assets under construction" include internal constructions undertaken by the individual companies of the Group which are not yet up and running. The net carrying amount at December 31, 2025 amounts to Euro 9,939 thousand, increasing on the previous year by Euro 2,829 thousand, due to investments in the year of Euro 7,013 thousand, mainly by Canson SAS (France) for Euro 3,924 thousand principally concerning the development of the Biomas plant, Dixon Ticonderoga Company (U.S.A.) for Euro 2,585 thousand, Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico) for Euro 262 thousand, and offset by the

decrease from the transfer of assets for Euro 4,074 thousand, mainly by the American subsidiary Dixon Ticonderoga Company (U.S.A.) for Euro 3,127 thousand, to the French subsidiary Canson SAS for Euro 538 thousand and to the Mexican French subsidiary Arches for Euro 288 thousand.

‌Other Information

‌Management and control

The Company is not considered to be under the management and control of the ultimate parent Pencil

S.p.A. in accordance with Article 2497-bis of the Italian Civil Code.

‌Treasury shares

At December 31, 2025, the Group held 244,206 treasury shares, for a total value of Euro 2,114 thousand

(equal to the "Negative reserve for treasury shares in portfolio" deducted from consolidated equity).

During the period, the reserve altered due to the free allocation of shares of the parent F.I.L.A. S.p.A. to each beneficiary of the "2022-2026 Performance Shares" plan regarding the first tranche (LTI 2022-2024), on the basis of the achievement of the performance objectives on conclusion of the three-year vesting period. As a result of the transaction, 86,560 treasury shares have been allocated for Euro 852 thousand.

It should be noted that the treasury shares currently held are largely allocated to serve the 2022-2026 Performance Shares Plan and the 2025-2029 Performance Shares Plan, which, in the event of reaching the related targets, stipulates the allocation of a minimum number of shares (equal to approximately 165,000/170,000 shares for each of the three three-year cycles).

‌Related party transactions

For the procedures adopted in relation to transactions with related parties, also in accordance with Article 2391-bis of the Civil Code, reference should be made to the new policy adopted by the parent on May 14, 2021, as per the Regulation approved by the Stock Exchange Regulator ("Consob") with motion No. 17221 of March 12, 2010 and subsequent amendments, published on the parent's website https://www.filagroup.it in the "Governance" section.

Reference should be made to the Related Party Transactions section of the Notes to the Consolidated Financial Statements of the F.I.L.A. Group

‌Key Events in the year Impacts of events related to the conflict in Ukraine and Israel

The operating and financial impacts of the conflict between Russia and Ukraine on the F.I.L.A. Group are not considered significant, also in view of the fact that since January 10, 2025 the Russian subsidiary Fila Stationary O.O.O., as a result of the voluntary bankruptcy petition and the appointment of a trustee, has been in administration.

Consequently, the company is not subject to line-by-line consolidation due to the loss of control, as established by IFRS10.

The bankruptcy case hearing was held on June 17, 2025, and bankruptcy proceedings were initiated. There are no F.I.L.A. Group companies in Ukraine at December 31, 2025.

A military conflict involving Israel has been ongoing since October 7, 2023.

The operating and financial impacts of the conflict on the Israeli commercial subsidiary Fila Art and Craft Ltd are not considered significant, also in view of the fact that the revenue of the subsidiary accounts for approximately 0.5% of the Group's total.

The F.I.L.A. Group does not have suppliers or production plant in the area.

The Israeli subsidiary has a net commercial exposure to third parties at December 31, 2025 of Euro 816 thousand. Group management continues to monitor the recoverability of the net exposure to third parties of the subsidiary, although currently no recoverability risks exist.

On April 15, 2025, the parent company F.I.L.A. S.p.A. acquired 35.5% of the share capital of Industria Maimeri S.p.A. for Euro 66,960 from non-controlling interests. Following the transaction, the parent company holds 86.5% of the company.

On April 25, 2025, the Shareholders' Meeting of DOMS Industries Limited approved new shareholder agreements that strengthen the strategic partnership between F.I.L.A. and DOMS. These agreements will remain valid and effective without a set conclusion date and govern the relationship between F.I.L.A. and DOMS on governance, business relations, industrial and production agreements, M&A transactions and dividend distribution.

On April 30, 2025, the closure of the Chinese subsidiary Fila Dixon Stationery (Kunshan) Co., Ltd. and its production plant was approved, effective September 30, 2025. This decision stems from the decline in sales on the local market and the increasing competitive pressure from local producers over recent years, and is considered within the scope of the reorganisation plan set out by the

F.I.L.A. Group which focuses resources in business areas deemed strategic and targets new

development opportunities. The operations at the Chinese plant will be transferred to other F.I.L.A. Group production plant, in line with the reorganisation plan. On December 29, 2025, the procedure to close the two Chinese companies Fila Dixon Stationery (Kunshan) Co., Ltd. and Xinjiang F.I.L.A.-Dixon Plantation Company Ltd. concluded.

On May 6, 2025, the non-operational subsidiary in the United Kingdom Creative Art Products Limited was closed.

On September 25, 2025, the German company Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG changed its name and legal form to LYRA Bleistiftfabrik GmbH. Also on that date, the merger of Lyra Verwaltungs GmbH into Lyra Bleistiftfabrik GmbH took place.

On November 7, 2025, the F.I.L.A. Group signed a binding agreement with Green Arrow Capital SGR and the Di Stasio family to acquire 100%, in five tranches by December 31, 2028, of the share capital of Seven S.p.A., which markets stationery products and backpacks through its proprietary brands, including Seven, Invicta, SJ Gang and Mitama.

The consideration for the acquisition is Euro 53.7 million, of which Euro 26.8 million on the closing date for 51% of the share capital (by January 31, 2026), with the remainder deferred to four separate tranches by December 31, 2028.

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