株探米国株
英語
エドガーで原本を確認する
00019220972025-01-012025-06-300001922097lanv:ItochuCorporationMember2024-01-012024-06-300001922097lanv:MeritzSecuritiesCompanyMember2025-06-302025-06-300001922097lanv:ShanghaiFosunBundPropertyCo.Ltd.3Member2024-01-012024-06-300001922097lanv:FosunJoygoHkTechnologyLimitedMember2025-01-012025-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupFinanceCo.Ltd.2Member2024-01-012024-06-300001922097lanv:ItochuCorporationMember2025-01-012025-06-300001922097lanv:ItochuCorporationMember2025-06-300001922097lanv:ItochuCorporationMember2024-12-310001922097lanv:ShanghaiYuGardenGroupAndItsSubsidiariesMember2025-06-300001922097lanv:ShanghaiFosunIndustryInvestmentCompanyLimitedMember2025-06-300001922097lanv:ShanghaiFosunBundPropertyCo.Ltd.3Member2025-06-300001922097lanv:FosunHoldingsLimitedMember2025-06-300001922097lanv:BaozunHongKongInvestmentLimitedMember2025-06-300001922097lanv:ShanghaiYuGardenGroupAndItsSubsidiariesMember2024-12-310001922097lanv:ShanghaiFosunIndustryInvestmentCompanyLimitedMember2024-12-310001922097lanv:ShanghaiFosunBundPropertyCo.Ltd.3Member2024-12-310001922097lanv:FosunHoldingsLimitedMember2024-12-310001922097lanv:BaozunHongKongInvestmentLimitedMember2024-12-310001922097lanv:MeritzSecuritiesCompanyMember2025-06-272025-06-270001922097srt:NorthAmericaMember2025-06-300001922097lanv:OtherAsiaMember2025-06-300001922097lanv:GreaterChinaMember2025-06-300001922097lanv:EmeaMember2025-06-300001922097srt:NorthAmericaMember2024-12-310001922097lanv:OtherAsiaMember2024-12-310001922097lanv:GreaterChinaMember2024-12-310001922097lanv:EmeaMember2024-12-310001922097lanv:BaozunHongKongInvestmentLimitedAndItsSubsidiariesMember2025-01-012025-06-300001922097lanv:BaozunHongKongInvestmentLimitedAndItsSubsidiariesMember2024-01-012024-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupFinanceCo.Ltd.2Member2025-01-012025-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupCo.Ltd.2Member2025-01-012025-06-300001922097lanv:MeritzSecuritiesCompanyMember2025-01-012025-06-300001922097lanv:FpiUs1LlcMember2025-01-012025-06-300001922097lanv:FosunInternationalLimited1Member2025-01-012025-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupCo.Ltd.2Member2024-01-012024-06-300001922097lanv:MeritzSecuritiesCompanyMember2024-01-012024-06-300001922097lanv:FpiUs1LlcMember2024-01-012024-06-300001922097lanv:FosunJoygoHkTechnologyLimitedMember2024-01-012024-06-300001922097lanv:FosunInternationalLimited1Member2024-01-012024-06-300001922097lanv:RealEstatesMember2025-06-300001922097ifrs-full:OtherAssetsMember2025-06-300001922097lanv:RealEstatesMember2024-12-310001922097ifrs-full:OtherAssetsMember2024-12-310001922097lanv:ShanghaiFosunHighTechnologyGroupFinanceCo.Ltd.2Member2025-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupCo.Ltd.2Member2025-06-300001922097lanv:FpiUs1LlcMember2025-06-300001922097lanv:FosunInternationalLimited1Member2025-06-300001922097lanv:ShanghaiFosunHighTechnologyGroupFinanceCo.Ltd.2Member2024-12-310001922097lanv:ShanghaiFosunHighTechnologyGroupCo.Ltd.2Member2024-12-310001922097lanv:FpiUs1LlcMember2024-12-310001922097lanv:FosunJoygoHkTechnologyLimitedMember2024-12-310001922097lanv:FosunInternationalLimited1Member2024-12-310001922097ifrs-full:WarrantsMember2025-01-012025-06-300001922097ifrs-full:WarrantsMember2024-01-012024-06-300001922097lanv:HandsomeCorporationMember2025-01-012025-06-300001922097lanv:HandsomeCorporationMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:WolfordMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:St.JohnMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMemberlanv:InternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMemberlanv:InternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:LanvinMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:CarusoMemberlanv:ExternalCustomersMember2025-01-012025-06-300001922097ifrs-full:MaterialReconcilingItemsMemberlanv:InternalCustomersMember2025-01-012025-06-300001922097srt:NorthAmericaMember2025-01-012025-06-300001922097lanv:OtherAsiaMember2025-01-012025-06-300001922097lanv:GreaterChinaMember2025-01-012025-06-300001922097lanv:GoodsSoldWholeSaleMember2025-01-012025-06-300001922097lanv:GoodsSoldOthersMember2025-01-012025-06-300001922097lanv:ExternalCustomersMember2025-01-012025-06-300001922097lanv:EmeaMember2025-01-012025-06-300001922097ifrs-full:GoodsSoldDirectlyToConsumersMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:WolfordMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:St.JohnMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMemberlanv:InternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMemberlanv:InternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:LanvinMemberlanv:InternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:LanvinMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:CarusoMemberlanv:InternalCustomersMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:CarusoMemberlanv:ExternalCustomersMember2024-01-012024-06-300001922097ifrs-full:MaterialReconcilingItemsMemberlanv:InternalCustomersMember2024-01-012024-06-300001922097srt:NorthAmericaMember2024-01-012024-06-300001922097lanv:OtherAsiaMember2024-01-012024-06-300001922097lanv:GreaterChinaMember2024-01-012024-06-300001922097lanv:GoodsSoldWholeSaleMember2024-01-012024-06-300001922097lanv:GoodsSoldOthersMember2024-01-012024-06-300001922097lanv:ExternalCustomersMember2024-01-012024-06-300001922097lanv:EmeaMember2024-01-012024-06-300001922097ifrs-full:GoodsSoldDirectlyToConsumersMember2024-01-012024-06-300001922097lanv:MeritzSecuritiesCompanyMember2025-06-012025-06-300001922097lanv:ItochuCorporationMember2025-06-012025-06-300001922097ifrs-full:OrdinarySharesMember2025-06-300001922097ifrs-full:OrdinarySharesMember2024-12-310001922097ifrs-full:BottomOfRangeMember2025-06-300001922097ifrs-full:BottomOfRangeMember2024-12-310001922097ifrs-full:TreasurySharesMember2025-01-012025-06-300001922097ifrs-full:TreasurySharesMember2024-01-012024-06-300001922097lanv:UnsecuredMember2025-01-012025-06-300001922097lanv:SecuredMember2025-01-012025-06-300001922097lanv:GuaranteedMember2025-01-012025-06-300001922097ifrs-full:RetainedEarningsMember2025-06-300001922097ifrs-full:OtherReservesMember2025-06-300001922097ifrs-full:NoncontrollingInterestsMember2025-06-300001922097ifrs-full:EquityAttributableToOwnersOfParentMember2025-06-300001922097ifrs-full:TreasurySharesMember2024-12-310001922097ifrs-full:RetainedEarningsMember2024-12-310001922097ifrs-full:OtherReservesMember2024-12-310001922097ifrs-full:NoncontrollingInterestsMember2024-12-310001922097ifrs-full:EquityAttributableToOwnersOfParentMember2024-12-310001922097ifrs-full:TreasurySharesMember2024-06-300001922097ifrs-full:RetainedEarningsMember2024-06-300001922097ifrs-full:OtherReservesMember2024-06-300001922097ifrs-full:NoncontrollingInterestsMember2024-06-300001922097ifrs-full:EquityAttributableToOwnersOfParentMember2024-06-300001922097ifrs-full:TreasurySharesMember2023-12-310001922097ifrs-full:RetainedEarningsMember2023-12-310001922097ifrs-full:OtherReservesMember2023-12-310001922097ifrs-full:NoncontrollingInterestsMember2023-12-310001922097ifrs-full:EquityAttributableToOwnersOfParentMember2023-12-310001922097lanv:IfrsSevenAndIfrsNineContractsReferencingNatureDependentElectricityAmendmentsToIfrsNineAndIfrsSevenMember2025-01-012025-06-300001922097lanv:IfrsSevenAndIfrsNineClassificationAndMeasurementOfFinancialInstrumentsAmendmentsToIfrsNineAndIfrsSevenMember2025-01-012025-06-300001922097lanv:IfrsNineteenSubsidiariesWithoutPublicAccountabilityDisclosuresMember2025-01-012025-06-300001922097lanv:IfrsEighteenPresentationAndDisclosureInFinancialStatementsMember2025-01-012025-06-300001922097lanv:IasTwentyOneLackOfExchangeAbilityAmendmentsToIasTwentyOneMember2025-01-012025-06-300001922097lanv:AnnualImprovementsToIfrsAccountingStandardsVolume11Member2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:WolfordMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:St.JohnMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:LanvinMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:CarusoMember2025-01-012025-06-300001922097ifrs-full:MaterialReconcilingItemsMember2025-01-012025-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:WolfordMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:St.JohnMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:SergioRossiAcquisitionMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:OtherAndHoldingCompaniesMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:LanvinMember2024-01-012024-06-300001922097ifrs-full:OperatingSegmentsMemberlanv:CarusoMember2024-01-012024-06-300001922097ifrs-full:MaterialReconcilingItemsMember2024-01-012024-06-300001922097ifrs-full:RetainedEarningsMember2025-01-012025-06-300001922097ifrs-full:OtherReservesMember2025-01-012025-06-300001922097ifrs-full:NoncontrollingInterestsMember2025-01-012025-06-300001922097ifrs-full:EquityAttributableToOwnersOfParentMember2025-01-012025-06-300001922097ifrs-full:RetainedEarningsMember2024-01-012024-06-300001922097ifrs-full:OtherReservesMember2024-01-012024-06-300001922097ifrs-full:NoncontrollingInterestsMember2024-01-012024-06-300001922097ifrs-full:EquityAttributableToOwnersOfParentMember2024-01-012024-06-3000019220972024-06-3000019220972023-12-310001922097lanv:MeritzSecuritiesCompanyMember2024-04-302024-04-300001922097lanv:MeritzSecuritiesCompanyMember2025-06-270001922097lanv:UnsecuredMemberifrs-full:NotLaterThanOneYearMember2025-06-300001922097lanv:UnsecuredMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2025-06-300001922097lanv:SecuredMemberifrs-full:NotLaterThanOneYearMember2025-06-300001922097lanv:GuaranteedMemberifrs-full:NotLaterThanOneYearMember2025-06-300001922097lanv:GuaranteedMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2025-06-300001922097lanv:GuaranteedMemberifrs-full:LaterThanThreeYearsMember2025-06-300001922097lanv:GuaranteedMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2025-06-300001922097lanv:UnsecuredMember2025-06-300001922097lanv:SecuredMember2025-06-300001922097lanv:GuaranteedMember2025-06-300001922097ifrs-full:NotLaterThanOneYearMember2025-06-300001922097ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2025-06-300001922097ifrs-full:LaterThanThreeYearsMember2025-06-300001922097ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2025-06-300001922097lanv:UnsecuredMember2024-12-310001922097lanv:SecuredMember2024-12-310001922097lanv:GuaranteedMember2024-12-3100019220972025-06-3000019220972024-12-3100019220972024-01-012024-06-300001922097lanv:RealEstatesMember2025-01-012025-06-300001922097ifrs-full:OtherAssetsMember2025-01-012025-06-30iso4217:EURiso4217:EURxbrli:sharesxbrli:purexbrli:sharesiso4217:USDxbrli:shareslanv:installment

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Month of September 2025

Commission File Number: 001-41569

LANVIN GROUP HOLDINGS LIMITED

4F, 168 Jiujiang Road,

Carlowitz & Co, Huangpu District

Shanghai, 200001, China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Table of Contents

INCORPORATION BY REFERENCE

This current report on Form 6 - K is incorporated by reference into the registration statement on Form F-3 (No. 333-276476), the post-effective amendment No. 5 to Form F-1 on Form F-3 (No. 333-269150) and the registration statement amendment No. 1 on Form F-3 (No. 333-280891) of Lanvin Group Holdings Limited and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

2

Table of Contents

EXHIBIT INDEX

Exhibit
Number

    

Description

99.1

Lanvin Group Semi-Annual Report as of and for the Six Months Ended June 30, 2025

101.INS

Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    

LANVIN GROUP HOLDINGS LIMITED

By:

/s/ Kat Yu David, Chan

Name: Kat Yu David, Chan

Title: Chief Financial Officer

Date: September 9, 2025

4

2025-06-30--12-312025Q20001922097false116944667116944667

Table of Contents

Exhibit 99.1

Lanvin Group Holdings Limited

Semi-Annual Report
As of and for the six months ended June 30, 2025

Table of Contents

Page

Certain Defined Terms

1

Introduction

1

Note on Presentation

1

Cautionary Note Regarding Forward-Looking Statements

2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4

Lanvin Group Holdings Limited

Interim condensed consolidated financial statements (unaudited)

At and for the six months ended June 30, 2025 and 2024

Table of Contents

Page

Interim condensed consolidated statements of profit or loss

F-1

Interim condensed consolidated statements of comprehensive loss

F-2

Interim condensed consolidated statements of financial position

F-3

Interim condensed consolidated statements of cash flows

F-4

Interim condensed consolidated statements of changes in equity

F-5

Notes to interim condensed consolidated financial statements

F-6 – F-18

Table of Contents

CERTAIN DEFINED TERMS

In this report (the “Semi-Annual Report”), unless otherwise specified, the terms “we,” “us,” “our,” “Lanvin Group,” “the Company” and “our Company” refer to Fosun Fashion Group (Cayman) Limited, or FFG, and its consolidated subsidiaries, prior to the consummation of the Business Combination (as defined below) and to Lanvin Group Holdings Limited, or LGHL, and its consolidated subsidiaries following the Business Combination, as the context requires. The term “PCAC” refers to Primavera Capital Acquisition Corporation prior to the consummation of the Business Combination.

INTRODUCTION

The interim condensed consolidated financial statements as of and for the six months ended June 30, 2025 (the “Semi-Annual Condensed Consolidated Financial Statements”) included in this Semi-Annual Report have been prepared in compliance with IAS 34 — Interim Financial Reporting as issued by the International Accounting Standards Board and as endorsed by the European Union. The accounting principles applied are consistent with those used for the preparation of the annual consolidated financial statements as of December 31, 2024 and December 31, 2023 and for each of the three years in the period ended December 31, 2024 (the “Annual Consolidated Financial Statements”), except as otherwise stated in Note 3 in the notes to the Semi-Annual Condensed Consolidated Financial Statements.

The Group’s financial information in this Semi-Annual Report is presented in Euro except that, in some instances, information is presented in U.S. dollar. All references in this report to “Euro,” “EUR” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all references to “U.S. dollar,” “USD” and “$” refer to the currency of the United States of America (the “U.S.”).

Certain totals in the tables included in this Semi-Annual Report may not add up due to rounding.

This Semi-Annual Report is unaudited.

NOTE ON PRESENTATION

On March 23, 2022, we entered into the Business Combination Agreement (the “Business Combination Agreement”) by and among LGHL, PCAC, FFG, Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), which was subsequently amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022. Pursuant to the Business Combination Agreement, (i) PCAC merged with and into Merger Sub 1, with Merger Sub 1 surviving and remaining as a wholly-owned subsidiary of LGHL, (ii) following the Initial Merger, Merger Sub 2 merged with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL, and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger merged with and into FFG as the surviving company of the Second Merger, with FFG surviving such merger (the “Business Combination”). For more information relating to the Business Combination, including a description of the transactions undertaken to complete the Business Combination, reference should be made to Note 1— General information to the Annual Consolidated Financial Statements in the Annual Consolidated Financial Statements.

Following the completion of the Business Combination, on December 14, 2022, our ordinary shares and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “LANV” and “LANV-WT”, respectively.

1

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Semi-Annual Report contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies of regarding the future. You can identify these statements by forward-looking words such as “may,” “expect,” “predict,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “plan,” “future,” “outlook,” “project,” “will,” “would” and “continue” or similar words. You should read statements that contain these words carefully because they:

discuss future expectations;
contain projections of future results of operations or financial condition; or
state other “forward-looking” information.

We believe it is important to communicate our expectations to our security holders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Semi-Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

changes adversely affecting the business in which we are engaged;
our projected financial information, anticipated growth rate, profitability and market opportunity may not be an indication of our actual results or our future results;
management of growth;
the impact of health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic on our business;
our ability to safeguard the value, recognition and reputation of our brands and to identify and respond to new and changing customer preferences;
the ability and desire of consumers to shop;
our ability to successfully implement our business strategies and plans;
our ability to effectively manage our advertising and marketing expenses and achieve the desired impact;
our ability to accurately forecast consumer demand; high levels of competition in the personal luxury products market;
disruptions to our distribution facilities or our distribution partners;

2

Table of Contents

our ability to negotiate, maintain or renew our license agreements;
our ability to protect our intellectual property rights;
general economic conditions;
the result of future financing efforts; and
other factors discussed elsewhere in this Semi-Annual Report.

In addition, statements that “we believe” and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Semi-Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and investors are cautioned not to unduly rely upon these statements.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Semi-Annual Report. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Semi-Annual Report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Semi-Annual Report or elsewhere might not occur.

3

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a global luxury fashion group with five portfolio brands, namely Lanvin, Wolford, Sergio Rossi, St. John, and Caruso. Founded in 1889, Lanvin is one of the oldest French couture houses still in operation, offering products ranging from apparel to leather goods, footwear, and accessories. Wolford, founded in 1950, is one of the largest luxury skinwear brands in the world, offering luxury legwear and bodywear, with a recent successful diversification into leisurewear and athleisure. Sergio Rossi is a highly recognized Italian shoemaker brand and has been a household name for luxury shoes since 1951. St. John is a classic, timeless and sophisticated American luxury womenswear house founded in 1962 and Caruso has been a premier menswear manufacturer in Europe since 1958. In addition to our current five portfolio brands, we are also actively looking at potential add-on acquisitions as part of our growth strategy.

Our goal is to build a leading global luxury group with unparalleled access to Asia and to provide customers with excellent products that reflect our brands’ tradition of fine craftsmanship with exclusive design content and a style that preserves the exceptional manufacturing quality for which those brands are known. This is consistently achieved through the sourcing of superior raw materials, the careful finish of each piece, and the way the products are manufactured and delivered to our customers. For the six months ended June 30, 2025 and 2024, we recorded revenues of €133.4 million and €171.0 million, respectively, net loss of €86.8 million and €69.4 million, respectively and Adjusted EBITDA of €(51.8) million and €(42.1) million, respectively.

We operate a combination of direct-to-consumer, or DTC, and wholesale channels worldwide through our extensive network of around 820 points of sale, including approximately 198 directly-operated retail stores (across our five portfolio brands) as of June 30, 2025. We distribute our products worldwide via retail and outlet stores, wholesale customers and e-commerce platforms. Taking into account the DTC (including both directly-operated stores and e-commerce sites) and wholesale channels, we are present in more than 75 countries.

Results of Operations

Six months ended June 30, 2025 compared with six months ended June 30, 2024

The following is a discussion of our results of operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

    

For the six months ended June 30,

 

    

    

Percentage

    

    

Percentage

 

of

of

 

(Euro thousands, except percentages)

2025

revenues

2024

revenues

 

Revenues

133,395

 

100.0

%  

170,976

 

100.0

%

Cost of sales

(61,490)

 

(46.1)

%  

(72,598)

 

(42.5)

%

Gross profit

71,905

 

53.9

%  

98,378

 

57.5

%

Marketing and selling expenses

(87,093)

 

(65.3)

%  

(105,591)

 

(61.8)

%

General and administrative expenses

(56,754)

 

(42.5)

%  

(58,065)

 

(34.0)

%

Other operating income and expenses

(8,789)

 

(6.6)

%  

5,457

 

3.2

%

Loss from operations before non-underlying items

(80,731)

 

(60.5)

%  

(59,821)

 

(35.0)

%

Non-underlying items

6,545

 

4.9

%  

3,143

 

1.8

%

Operating Loss

(74,186)

 

(55.6)

%  

(56,678)

 

(33.1)

%

Financial costs — net

(12,806)

 

(9.6)

%  

(13,187)

 

(7.7)

%

Loss before income tax

(86,992)

 

(65.2)

%  

(69,865)

 

(40.9)

%

Income tax benefits

208

 

0.2

%  

489

 

0.3

%

Loss for the period

(86,784)

 

(65.1)

%  

(69,376)

 

(40.6)

%

Non-IFRS Financial Measures(1)

 

 

  

 

  

Contribution profit

(15,188)

 

(11.4)

%  

(7,213)

 

(4.2)

%

Adjusted EBIT

(80,494)

 

(60.3)

%  

(58,994)

 

(34.5)

%

Adjusted EBITDA

(51,930)

 

(38.9)

%  

(42,111)

 

(24.6)

%

(1)

See “— Non-IFRS Financial Measures”

4

Table of Contents

Revenues

We generate revenue primarily through our five brands: Lanvin, Wolford, St. John, Sergio Rossi and Caruso, whose revenues are generated from the sale of their products, manufacturing and services for private labels and other luxury brands, as well as from royalties received from third parties and licensees. Revenue is measured at the transaction price which is based on the amount of consideration that we expect to receive in exchange for transferring the promised goods or services to the customer. For each period presented, revenue is exclusive of sales incentives, rebates and sales discounts. As such, the percentage contribution of these sales incentives, rebates and sales discount is zero.

Revenues for the six months ended June 30, 2025 amounted to €133.4 million, a decrease of €37.6 million or 22.0%, compared to €171.0 million in the same period in 2024.

The following table sets forth a breakdown of revenues by portfolio brand for the six months ended June 30, 2025 and 2024.

For the six months ended

(Decrease) /

 

June 30,

Increase

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Lanvin

 

27,932

 

48,272

 

(20,340)

 

(42.1)

%

Wolford

 

32,985

 

42,594

 

(9,609)

 

(22.6)

%

St. John

 

39,654

 

39,981

 

(327)

 

(0.8)

%

Sergio Rossi

 

15,314

 

20,404

 

(5,090)

 

(24.9)

%

Caruso

 

17,627

 

19,734

 

(2,107)

 

(10.7)

%

Other and holding companies

 

3,387

 

4,366

 

(979)

 

(22.4)

%

Eliminations and unallocated

 

(3,504)

 

(4,375)

 

871

 

(19.9)

%

Total

 

133,395

 

170,976

 

(37,581)

 

(22.0)

%

The following table sets forth a breakdown of revenues by sales channel for the six months ended June 30, 2025 and 2024.

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

DTC

 

80,102

 

104,574

 

(24,472)

 

(23.4)

%

Wholesale

 

46,757

 

59,589

 

(12,832)

 

(21.5)

%

Other(1)

 

6,536

 

6,813

 

(277)

 

(4.1)

%

Total Revenues

 

133,395

 

170,976

 

(37,581)

 

(22.0)

%

(1)

Royalties received from third parties and licensees, and clearance income.

The following table sets forth a breakdown of revenues by geographical area for the six months ended June 30, 2025 and 2024.

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

EMEA(1)

 

55,411

 

75,704

 

(20,293)

 

(26.8)

%

North America(2)

 

58,304

 

64,324

 

(6,020)

 

(9.4)

%

Greater China(3)

 

10,237

 

19,761

 

(9,524)

 

(48.2)

%

Other Asia(4)

 

9,443

 

11,187

 

(1,744)

 

(15.6)

%

Total

 

133,395

 

170,976

 

(37,581)

 

(22.0)

%

(1)

EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East.

(2)

North America includes the United States of America and Canada.

(3)

Greater China includes mainland China, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

(4)

Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

5

Table of Contents

By segment

By segment, the decrease in revenues was driven by (i) a decrease of €20.3 million (or (42.1)%) in sales from Lanvin segment, which was mainly due to market headwinds and creative transition, (ii) a decrease of €9.6 million in sales (or (22.6)%) from Wolford segment, which was mainly due to the lingering effect of the transition to a new logistic supplier in past fiscal year and strategic optimization of retail network, (iii) a decrease of €5.1 million (or (24.9)%) from Sergio Rossi segment, which was mainly due to market headwinds and creative transition, (iv) a decrease of €2.1 million (or (10.7)%) from Caruso segment due to global luxury market softness.

By sales channel

By sales channel, the decrease in revenues was mainly related to a decrease of €24.5 million (or (23.4)%) in the DTC channel and a decrease of €12.8 million (or (21.5)%) in the wholesale channel.

The decrease in DTC revenues was mainly due to the softening demand for luxury goods and strategic channel optimization.

The decrease in wholesale channel mainly related to decrease in Lanvin, Sergio Rossi and Caruso, partially offset by increase in Wolford and St. John. The overall wholesale channel remained cautious due to industry headwinds yet showed interest in new collections.

The following table sets forth a breakdown of store count at the end of the six months ended June 30, 2025 and 2024:

    

As of June 30,

    

2025

    

2024

Lanvin

29

37

Wolford

97

 

140

St. John

35

 

42

Sergio Rossi

37

 

47

Caruso

 

Total

198

 

266

By geography

By geographical region, the decrease in revenues was mainly due to (i) a decrease of €20.3 million (or (26.8)%) in EMEA, (ii) a decrease of €9.5 million (or (48.2)%) in Greater China, (iii) a decrease of €6.0 million (or (9.4)%) in North America, and (iv) a decrease of €1.7 million (or (15.6)%) in other Asia.

The decrease in EMEA was due to the decrease of Lanvin, Wolford, Sergio Rossi, and Caruso. Lanvin’s EMEA business decreased €10.9 million (or (47.2)%) year-over-year to €12.2 million in the six months ended June 30, 2025, mainly attributed to its reduction in wholesale channels. Wolford’s EMEA business decreased €5.3 million (or (19.9)%) year-over-year to €21.2 million in the six months ended June 30, 2025, mainly attributable to the impact of shift to new logistic supplier in past fiscal year, Sergio Rossi’s EMEA business decreased €2.4 million (or (25.0)%) year-over-year to €7.2 million in the six months ended June 30, 2025, mainly attributable to its reduction in wholesale channels. Caruso’s EMEA business decreased €1.8 million (or (10.5)%) year-over-year to €15.0 million in the six months ended June 30, 2025.

The decrease in North America was mainly due to the decrease of Wolford and Lanvin, partially offset by increase in St. John. St. John’s North America business increased €1.4 million (or 3.8%) year-over-year to €38.7 million in the six months ended June 30, 2025. Wolford’s North America business decreased €4.0 million (or (31.3)%) year-over-year to €8.8 million in the six months ended June 30, 2025. Lanvin’s North America business decreased €3.4 million (or (28.2)%) year-over-year to €8.6 million in the six months ended June 30, 2025.

The decrease in Greater China was mainly due to market headwinds amid geopolitical uncertainties and strategic refocusing. In the six months ended June 30, 2025, Lanvin decreased by (60.3)% to €3.8 million, St. John decreased by (70.9)% to €0.7 million, Sergio Rossi’s revenue decreased by (34.5)% to €2.7 million and Wolford decreased by (13.6)% to €2.8 million.

6

Table of Contents

The decrease in other Asia was mainly due to the decrease of Sergio Rossi and Caruso. Sergio Rossi’s other Asia business decreased €1.0 million (or (16.3)%) year-over-year to €5.4 million in the six months ended June 30, 2025 due to creative transition, Caruso’s other Asia business decreased €0.5 million (or 52.5%) year-over-year to €0.4 million in the six months ended June 30, 2025, which was mainly impacted by market headwinds.

The decrease across all regions was primarily attributed to a global softening in demand for luxury fashion goods.

Cost of sales

Cost of sales includes the raw material cost, production labor, assembly overhead including depreciation expense, procurement of the merchandise, and inventory valuation adjustments. In addition, cost of sales also includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, and freight charges.

The following table sets forth a breakdown of cost of sales by nature for the six months ended June 30, 2025 and 2024.

    

For the six months

    

Increase /

 

ended June 30,

Decrease

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Purchases of raw materials, finished goods and manufacturing services

 

30,227

 

50,419

 

(20,192)

 

(40.0)

%

Change in inventories

 

14,534

 

4,276

 

10,258

 

239.9

%

Labor cost

 

12,381

 

12,601

 

(220)

 

(1.7)

%

Logistics costs, duties and insurance

 

7,069

 

7,523

 

(454)

 

(6.0)

%

Depreciation and amortization

 

535

 

452

 

83

 

(18.4)

%

Others

 

(3,256)

 

(2,673)

 

(583)

 

(21.8)

%

Total cost of sales by nature

 

61,490

 

72,598

 

(11,108)

 

(15.3)

%

The following table sets forth a breakdown of cost of sales by portfolio brand for the six months ended June 30, 2025 and 2024.

    

For the six months

    

 

ended

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

 

2024

%

Lanvin

 

12,750

 

20,268

 

(7,518)

 

(37.1)

%

Wolford

 

14,481

 

15,799

 

(1,318)

 

(8.3)

%

St. John

 

12,403

 

12,285

 

118

 

1.0

%

Sergio Rossi

 

9,059

 

10,186

 

(1,127)

 

(11.1)

%

Caruso

 

12,545

 

14,010

 

(1,465)

 

(10.5)

%

Other and holding companies

 

353

 

717

 

(364)

 

(50.8)

%

Eliminations and unallocated

 

(101)

 

(667)

 

566

 

(84.9)

%

Total

 

61,490

 

72,598

 

(11,108)

 

(15.3)

%

Cost of sales for the six months ended June 30, 2025 amounted to €61.5 million, a decrease of €11.1 million or 15.3%, compared to €72.6 million in the same period in 2024.

By segment, the decrease in cost of sales was mainly related to the decrease in sales for Lanvin, Caruso, Wolford and Sergio Rossi.

Cost of sales as a percentage of revenues increased to 46.1% for the six months ended June 30, 2025 as compared with 42.5% in the same period in 2024. Such increase was primarily due to the gross margin decrease in Lanvin, Wolford and Sergio Rossi for decrease in levels of prior-season inventory, product mix impact and under utilization of capacity.

7

Table of Contents

Gross profit

The following table sets forth a breakdown of gross profit by portfolio brand for the six months ended June 30, 2025 and 2024.

    

For the six months

    

 

ended

Increase /

 

June 30,

Decrease

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

 

2024

%

Lanvin

 

15,182

 

28,004

 

(12,822)

 

(45.8)

%

Wolford

 

18,504

 

26,795

 

(8,291)

 

(30.9)

%

St. John

 

27,251

 

27,696

 

(445)

 

(1.6)

%

Sergio Rossi

 

6,255

 

10,218

 

(3,963)

 

(38.8)

%

Caruso

 

5,082

 

5,724

 

(642)

 

(11.2)

%

Other and holding companies

 

3,034

 

3,649

 

(615)

 

(16.9)

%

Eliminations and unallocated

 

(3,403)

 

(3,708)

 

305

 

(8.2)

%

Total

 

71,905

 

98,378

 

(26,473)

 

(26.9)

%

Gross profit for the six months ended June 30, 2025 amounted to €71.9 million, a decrease of €26.5 million or (26.9)%, compared to €98.4 million in the same period in 2024.

The decrease in gross profit was mainly related to the decrease in revenue. Gross profit margin declined to 53.9% for the six months ended June 30, 2025 from 57.5% in the same period in 2024, which was mainly due to sell-through of prior-season inventory, temporary product mix change and under utilization of capacity. Gross profit margin is expected to recover as volumes rise and production efficiency improves.

Marketing and selling expenses

Marketing and selling expenses include store employee compensation, occupancy costs, depreciation, supply costs for store equipment, wholesale and retail account administration compensation globally, as well as depreciation and amortization which includes depreciation of right-of-use assets under IFRS 16. These expenses are affected by the number of stores that are open during any fiscal period and store performance, as compensation and rent expenses can vary with sales. Marketing and selling expenses also include advertising and marketing expenses, which consist of media space and production costs, advertising agency fees, public relations and market research expenses. In addition, marketing and selling expenses include distribution and customer service expenses which consist of warehousing, order fulfillment, shipping and handling, customer service, employee compensation and bag repair costs.

The following table sets forth a breakdown of marketing and selling expenses by portfolio brand for the six months ended June 30, 2025 and 2024.

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Lanvin

 

(27,504)

 

(37,389)

 

9,885

 

(26.4)

%

Wolford

 

(27,999)

 

(34,916)

 

6,917

 

(19.8)

%

St. John

 

(22,781)

 

(23,036)

 

255

 

(1.1)

%

Sergio Rossi

 

(7,755)

 

(9,490)

 

1,735

 

(18.3)

%

Caruso

 

(1,108)

 

(936)

 

(172)

 

18.4

%

Other and holding companies

 

(1,413)

 

(2,004)

 

591

 

(29.5)

%

Eliminations and unallocated

 

1,467

 

2,180

 

(713)

 

(32.7)

%

Total

 

(87,093)

 

(105,591)

 

18,498

 

(17.5)

%

8

Table of Contents

Marketing and selling expenses for the six months ended June 30, 2025 amounted to €87.1 million, a decrease of €18.5 million (or (17.5)%), compared to €105.6 million in the same period in 2024 mainly due to store network rationalization and reallocation of marketing investment to improve ROI.

By segment, the decrease in marketing and selling expenses was mainly related to (i) a decrease of €9.9 million (or (26.4)%) from Lanvin, (ii) a decrease of €6.9 million (or (19.8)%) from Wolford, (iii) a decrease of €1.7 million (or (18.3)%) from Sergio Rossi.

Marketing and selling expenses increased as a percentage of revenue due to expense deleverage on lower revenue.

Contribution profit/(loss)

Contribution profit/loss is defined as net revenues less the cost of sales and selling and marketing expenses, which constitutes the majority of our variable costs. Contribution profit is a non-IFRS financial measure. See “—Non-IFRS Financial Measures.”

Our consolidated contribution loss increased by €8.0 million (or (110.6)%) to €15.2 million loss for the six months ended June 30, 2025 from €7.2 million loss in the same period in 2024. The increase was mainly related to (i) an increase of €2.9 million from Lanvin, (ii) an increase of €2.2 million from Sergio Rossi, (iii) an increase of €1.4 million from Wolford, (iv) an increase of €0.8 million from Caruso.

General and administrative expenses

General and administrative expenses include administrative and management staff costs, product creation and sample costs, rent, depreciation, and amortization expenses for our administrative staff, as well as IT system development and maintenance expenses.

General and administrative expenses decreased to €56.8 million or by (2.3)% for the six months ended June 30, 2025, from €58.1 million in the same period in 2024. General and administrative expenses increased as a percentage of revenues to 42.5% for the six months ended June 30, 2025 from 34.0% in the same period in 2024, due to negative expense leverage on lower revenue.

Going forward, we expect general and administrative expenses to decline as a percentage of revenue as we scale and further improve our operational efficiency.

Other operating income and expenses

Other operating income and expenses include foreign exchange gains or losses and impairment losses.

Other operating income and expenses decreased to €8.8 million loss for the six months ended June 30, 2025 from €5.5 million gain in the same period in 2024, mainly due to foreign exchange loss compared to gain in the same period in 2024.

Loss from operations before non-underlying items

Loss from operations before non-underlying items for the six months ended June 30, 2025 increased by €20.9 million (or 35.0%) to €80.7 million, compared to €59.8 million in the same period in 2024. The increase in loss from operations before non-underlying items was mainly due to decrease in gross profit and other operating income and expenses, partially offset by decrease in marketing and selling expenses.

Adjusted EBITDA

Adjusted EBITDA, which is a non-IFRS financial measure, for the six months ended June 30, 2025 decreased to €(51.9) million from €(42.1) million in the same period in 2024. This decrease was mainly due to the decrease in gross profit, partially offset by decrease in marketing and selling expenses. Adjusted EBITDA as a percentage of total revenues decreased to (38.9)% in the six months ended June 30, 2025 from (24.6)% in the same period in 2024. See “—Non-IFRS Financial Measures.”

Non-underlying items

Non-underlying items comprise net gains on disposals, negative goodwill from acquisition of a subsidiary, gain on debt restructuring, government grants and others.

9

Table of Contents

The non-underlying items were €6.5 million gain, or 4.9% of revenues for the six months ended June 30, 2025, compared to €3.1 million gain or 1.8% of revenues in the same period in 2024. The increase in the non-underlying items by €3.4 million was mainly due to government grants.

Operating loss

Operating loss for the six months ended June 30, 2025 amounted to €74.2 million, an increase of €17.5 million or 30.9%, compared to €56.7 million in the same period in 2024. The increase in operating loss resulted from an increase in loss from operations before non-underlying items and was partially offset by an increase in non-underlying items.

Finance cost—(net)

Finance costs (net) primarily include income and expenses relating to our interest income and expenses on financial assets and liabilities, including interest expense resulting from IFRS 16 lease liability.

Finance costs for the six months ended June 30, 2025 amounted to €12.8 million, a decrease of €0.4 million or (2.9)%, compared to finance costs of €13.2 million in the same period in 2024, primarily attributable to an increase of interest expenses on borrowings netted off by foreign exchange gain.

Loss before income tax

Loss before income tax for the six months ended June 30, 2025 amounted to €87.0 million, an increase of €17.1 million or 24.5%, compared to €69.9 million in the same period in 2024.

Income tax benefits / (expenses)

Income taxes include the current taxes on the results of our operations and any changes in deferred income taxes.

Income tax benefits for the six months ended June 30, 2025 amounted to €0.2 million gains, decreased by €0.3 million, compared to €0.5 million gain in the same period in 2024. The decrease was primarily due to the movement in deferred income tax gains/losses.

Loss for the period

Loss for the six months ended June 30, 2025 amounted to €86.8 million, an increase of €17.4 million or 25.1%, compared to €69.4 million in the same period in 2024.

Results by Segment

Six months ended June 30, 2025 compared with six months ended June 30, 2024

The following is a discussion of revenues, gross profit and contribution profit for each segment for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

10

Table of Contents

Lanvin Segment

The following table sets forth revenues and gross profit for the Lanvin segment for the six months ended June 30, 2025 and 2024:

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Revenues

 

27,932

 

48,272

 

(20,340)

 

(42.1)

%

Gross profit

 

15,182

 

28,004

 

(12,822)

 

(45.8)

%

Gross profit margin

 

54.4

%  

58.0

%  

(3.6)

%  

Marketing and selling expenses

 

(27,504)

 

(37,389)

 

9,885

 

(26.4)

%

Contribution profit/(loss)(1)(3)

 

(12,322)

 

(9,385)

 

(2,937)

 

31.3

%

Contribution profit margin(2)(3)

 

(44.1)

%  

(19.4)

%  

(24.7)

%  

(1)

Contribution profit equals gross profit less marketing and selling expenses.

(2)

Contribution profit margin equals contribution profit divided by revenue.

(3)

Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2025 was €27.9 million, a decrease of €20.3 million or (42.1)% compared to €48.3 million in the same period in 2024.

The decrease is attributable to global market softness and the brand’s creative transition during the period.

DTC revenues decreased by 34.2% from €24.1 million for the six months ended June 30, 2024, to €15.8 million for the six months ended June 30, 2025. The drop in DTC channels was mainly due to retail network optimization in Greater China and lower sales from softer market in EMEA and North America. Greater China DTC revenues decreased by €5.5 million (or (62.4)% year-over-year) to €3.3 million in the six months ended June 30, 2025. EMEA DTC revenues decreased by €1.1 million (or (16.3)% year-over-year) to €5.6 million in the six months ended June 30, 2025. North America DTC revenues decreased by €1.7 million (or (20.2)% year-over-year) to €6.6 million in the six months ended June 30, 2025.

Wholesale revenues decreased by €10.9 million from €17.6 million for the six months ended June 30, 2024, to €6.7 million for the six months ended June 30, 2025, mainly due to the softness in the global luxury market as well as the brand’s creative transition -debut collections from the new artistic director will be delivered to wholesale partners in second half of 2025. The wholesale revenues as percentage of Lanvin’s total revenues decreased from 36.5% for the six months ended June 30, 2024 to 24.1% for the six months ended June 30, 2025.

Gross profit

Gross profit for the six months ended June 30, 2025 decreased to €15.2 million, a decrease of €12.8 million or (45.8)% compared to €28.0 million in the same period in 2024, primarily attributable to the decrease in revenue. Gross margin decreased to 54.4% in the six months ended June 30, 2025 compared to 58.0% in the same period in 2024, primarily due to the decrease in level of obsolete inventory and product mix.

Contribution profit/(loss)

Contribution loss for the six months ended June 30, 2025 was €12.3 million, an increase of €2.9 million from the €9.4 million loss in the same period in 2024.

The increase in contribution loss was mainly due to the loss in gross profit and partially offset by savings in expenses.

11

Table of Contents

Wolford Segment

The following table sets forth revenues and gross profit for the Wolford segment for the six months ended June 30, 2025 and 2024:

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Revenues

 

32,985

 

42,594

 

(9,609)

 

(22.6)

%

Gross profit

 

18,504

 

26,795

 

(8,291)

 

(30.9)

%

Gross profit margin

 

56.1

%  

62.9

%  

(6.8)

%  

Marketing and selling expenses

 

(27,999)

 

(34,916)

 

6,917

 

(19.8)

%

Contribution profit/(loss)(1)(3)

 

(9,495)

 

(8,121)

 

(1,374)

 

16.9

%

Contribution profit margin(2)(3)

 

(28.8)

%  

(19.1)

%  

(9.7)

%  

(1)

Contribution profit equals gross profit less marketing and selling expenses.

(2)

Contribution profit margin equals contribution profit divided by revenue.

(3)

Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2025 decreased to €33.0 million, a decrease of €9.6 million or (22.6)% compared to €42.6 million for the six months ended June 30, 2024, mainly due to decrease in DTC channel by €11.9 million or (35.1)%, partially offset by higher wholesale revenue of €1.2 million or 14.1% and revenue in other channel of €1.0 million. The decrease in DTC channel was mainly reflects the residual impact from logistics transition last year.

Gross profit

Gross profit decreased by €8.3 million to €18.5 million for the six months ended June 30, 2025, compared to €26.8 million in the same period in 2024. Gross profit margin decreased to 56.1% for the six months ended June 30, 2025 from 62.9% in the same period in 2024.

The decrease in gross profit margin was primarily attributable to the residual impact from changing third party logistic suppliers and underutilization of capacity. Gross profit margin is expected to increase for scale and improvement in productivity.

Contribution profit/(loss)

Contribution loss for the six months ended June 30, 2025 was €9.5 million (or (28.8)% of revenue), compared to a loss of €8.1 million (or (19.1)% of revenue) in the same period in 2024, driven by the decrease in revenue and expense deleverage on lower revenues. Marketing and selling expenses declined to €28.0 million for the six months ended June 30, 2025 from €34.9 million in the same period in 2024.

12

Table of Contents

St. John Segment

The following table sets forth revenues and gross profit for the St. John segment for the six months ended June 30, 2025 and 2024:

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Revenues

 

39,654

 

39,981

 

(327)

 

(0.8)

%

Gross profit

 

27,251

 

27,696

 

(445)

 

(1.6)

%

Gross profit margin

 

68.7

%  

69.3

%  

(0.6)

%  

Marketing and selling expenses

 

(22,781)

 

(23,036)

 

255

 

(1.1)

%

Contribution profit/(loss)(1)(3)

 

4,470

 

4,660

 

(190)

 

(4.1)

%

Contribution profit margin(2)(3)

 

11.3

%  

11.7

%  

(0.4)

%  

(1)

Contribution profit equals gross profit less marketing and selling expenses.

(2)

Contribution profit margin equals contribution profit divided by revenue.

(3)

Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2025 amounted to €39.7 million, a decrease of €0.3 million compared to €40.0 million in the same period in 2024.

Excluding foreign exchange impact, St. John’s revenue slightly increased year-over-year attributed to strong resilience in North American market and successful development of key wholesale partnerships.

Gross profit

Gross profit for the six months ended June 30, 2025 was €27.3 million, a decrease of €0.4 million compared to €27.7 million in the same period in 2024. Gross profit margin kept stable at 68.7% in the six months ended June 30, 2025, compared to 69.3% in the same period in 2024.

Contribution profit

Contribution profit for the six months ended June 30, 2025 was €4.5 million (or 11.3% of revenue), kept stable as compared to €4.7 million (or 11.7% of revenue) in the same period in 2024.

Sergio Rossi Segment

The following table sets forth revenues and gross profit for the Sergio Rossi segment for the six months ended June 30, 2025 and 2024:

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages) 

2025

2024

2024

%

 

Revenues

 

15,314

 

20,404

 

(5,090)

 

(24.9)

%

Gross profit

 

6,255

 

10,218

 

(3,963)

 

(38.8)

%

Gross profit margin

 

40.8

%  

50.1

%  

(9.3)

%  

Marketing and selling expenses

 

(7,755)

 

(9,490)

 

1,735

 

(18.3)

%

Contribution profit/(loss)(1)(3)

 

(1,500)

 

728

 

(2,228)

 

(306)

%

Contribution profit margin(2)(3)

 

(9.8)

%  

3.6

%  

(13.4)

%  

(1)

Contribution profit equals gross profit less marketing and selling expenses.

(2)

Contribution profit margin equals contribution profit divided by revenue.

(3)

Contribution profit and contribution profit margin are non-IFRS financial measures.

13

Table of Contents

Revenues

Revenues for the six months ended June 30, 2025 amounted to €15.3 million, a decrease of €5.1 million compared to €20.4 million in the same period in 2024. The decrease was primarily due to market headwinds and market’s hesitation over previous season while awaiting new creative director’s debut.

Revenues through our DTC channels decreased by 21.3% from €14.0 million for the six months ended June 30, 2024, to €11.0 million for the six months ended June 30, 2025. The decrease in DTC channels was mainly attributable to softening demand and optimizing retail network in APAC.

Wholesale revenues decreased by 33.0% from €6.4 million for the six months ended June 30, 2024, to €4.3 million for the six months ended June 30, 2025, mainly due to market headwinds and creative transition.

Gross profit

Gross profit for the six months ended June 30, 2025 was €6.3 million, a decrease of €4.0 million compared to €10.2 million in the same period in 2024. Gross profit margin decreased to 40.8% in the six months ended June 30, 2025, compared to 50.1% in the same period in 2024. The decrease in gross profit margin was primarily due to product mix change.

Contribution profit/ (loss)

Contribution loss for the six months ended June 30, 2025 was €1.5 million (or (9.8)% of revenue), compared to a contribution profit of €0.7 million (or 3.6% of revenue) in the same period in 2024, caused by decrease in revenue. Marketing and selling expenses decreased to €7.8 million in the six months ended June 30, 2025 from €9.5 million in the same period in 2024, which was due to disciplined cost control measures.

Caruso Segment

The following table sets forth revenues and gross profit for the Caruso segment for the six months ended June 30, 2025 and 2024:

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

    

    

    

2025 vs

    

 

(Euro thousands, except percentages)

2025

2024

2024

%

 

Revenues

 

17,627

 

19,734

 

(2,107)

 

(10.7)

%

Gross profit

 

5,082

 

5,724

 

(642)

 

(11.2)

%

Gross profit margin

 

28.8

%  

29.0

%  

(0.2)

%  

Marketing and selling expenses

 

(1,108)

 

(936)

 

(172)

 

18.4

%

Contribution profit/(loss)(1)(3)

 

3,974

 

4,788

 

(814)

 

(17.0)

%

Contribution profit margin(2)(3)

 

22.5

%  

24.3

%  

(1.8)

%  

(1)

Contribution profit equals gross profit less marketing and selling expenses.

(2)

Contribution profit margin equals contribution profit divided by revenue.

(3)

Contribution profit and contribution profit margin are non-IFRS financial measures.

Revenues

Revenues for the six months ended June 30, 2025 was €17.6 million, a decrease of €2.1 million or (10.7)% compared to €19.7 million in the same period in 2024.

Gross profit

Gross profit for the six months ended June 30, 2025 was €5.1 million, a decrease of €0.6 million compared to €5.7 million in the same period in 2024. Gross profit margin was 28.8% for the six months ended June 30, 2025 kept stable as compared with 29.0% for the six months ended June 30, 2024.

14

Table of Contents

Contribution profit

Contribution profit for the six months ended June 30, 2025 was €4.0 million (or 22.5% of revenue), compared to €4.8 million (or 24.3% of revenue) in the same period in 2024. The decrease in contribution profit was due to decrease in revenue.

Liquidity and Capital Resources

Overview

We and our portfolio brands’ principal sources of liquidity have been through issuance of shares, loans from our shareholder Fosun International Limited (including its subsidiaries and joint ventures), and bank borrowings. As of June 30, 2025, we had cash and cash equivalents of €29.7 million.

Additionally, we have relied on liquidity provided by revenues generated from our operating activities. We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to fund ongoing cash requirements, including to purchase inventory and to fund costs for services and other expenses. In addition to our general working capital and operational needs, our main use of cash is now focused on maintaining and optimizing existing store operations, investing in digital transformation initiatives, and enhancing our supply chain capabilities.

Cash flows

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

The following table summarizes the cash flows provided by/used in operating, investing and financing activities for each of the six months ended June 30, 2025 and 2024. Refer to the consolidated cash flows statement and accompanying notes included elsewhere in this Semi-Annual Report for additional information.

    

For the six months ended

    

Increase /

 

June 30,

(Decrease)

 

2025 vs

 

(Euro thousands, except percentages)

    

2025

    

2024

    

2024

    

%

Net cash used in operating activities

 

(69,501)

 

(33,483)

 

(36,018)

 

107.6

%

Net cash generated from / (used in) investing activities

 

1,879

 

(3,780)

 

5,659

 

(149.7)

%

Net cash generated from financing activities

 

80,333

 

26,646

 

53,687

 

201.5

%

Net change in cash and cash equivalents

 

12,711

 

(10,617)

 

23,328

 

(219.7)

%

Cash and cash equivalents less bank overdrafts at the beginning of the period

 

18,043

 

27,850

 

(9,807)

 

(35.2)

%

Effect of foreign exchange differences on cash and cash equivalents

 

(1,031)

 

646

 

(1,677)

 

(259.6)

%

Cash and cash equivalents less bank overdrafts at the end of the period

 

29,723

 

17,879

 

11,844

 

66.2

%

Net cash used in operating activities

Net cash used in operating activities changed from €(33.5) million for the six months ended June 30, 2024 to €(69.5) million for the six months ended June 30, 2025. The change was primarily attributable to (i) a decrease in trade payables, and (ii) the loss in the period.

Net cash generated from / (used in) investing activities

Net cash generated from investing activities changed from €(3.8) million net cash used for the six months ended June 30, 2024 to €1.9 million cash generated for the six months ended June 30, 2025. The change was primarily attributable to (i) a decrease in CAPEX investments and (ii) an increase in proceeds from disposal of assets.

15

Table of Contents

Net cash generated from financing activities

Net cash flows generated from financing activities changed from €26.6 million for the six months ended June 30, 2024 to €80.3 million for the six months ended June 30, 2025. The change was primarily attributable to (i) an increase in proceeds from borrowings, and (ii) an increase in proceeds from financing of intangible assets, and partially offset by (iii) repayment of borrowings and (iv) repayment of leased liabilities.

Borrowings

We enter into and manage debt facilities centrally in order to satisfy the short and medium-term needs of each of our subsidiaries based on criteria of efficiency and cost-effectiveness.

Our portfolio brands have historically entered into and maintained with a diversified pool of lenders a total amount of committed credit lines that is considered consistent with their needs and suitable to ensure at any time the liquidity needed to satisfy and comply with all of their financial commitments, as well as guaranteeing an adequate level of operational flexibility for any expansion programs.

We are subject to certain covenants, including financial and otherwise, under our financing agreements. As of June 30, 2025, we were in material compliance with all covenants.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Developments

Meritz private placement and loan

On June 27, 2025, we consummated the following transactions pursuant to a share buyback agreement with Meritz Securities Co. Ltd. (“Meritz”) dated June 27, 2025: (i) Meritz sold and surrendered, and we repurchased from Meritz 13,804,733 Ordinary Shares for a price equal to €48.1 million and (ii) we issued to Meritz a fixed rate 11.40% secured loan note for a principal amount equal to the Repurchase Price (the “Loan”). Pursuant to the loan note, we agreed to repay the loan in two installments by repaying (i) €8.5 million on June 30, 2025, which has been settled and (ii) all outstanding amounts of the loan on December 14, 2026.

Shareholder loans

We received certain unsecured shareholder loans for working capital purposes from our shareholder Fosun International Limited and its subsidiaries, being FPI (US) 1 LLC, Shanghai Fosun High Technology (Group) Co., Ltd. and Shanghai Fosun High Technology Group Finance Co., Ltd. Most of such shareholder loans have interest rates ranging from 7.5% to 10% per annum. For the six months ended June 30, 2025, we received proceeds of shareholder loans €87.0 million from Fosun International Limited and its subsidiaries and repaid €9.6 million to Fosun International Limited and its subsidiaries. As of June 30, 2025, we had amounts due to Fosun International Limited and its subsidiaries (excluding accrued interest) of €221.1 million.

Non-IFRS Financial Measures

Our management monitors and evaluates operating and financial performance using several non-IFRS financial measures including: contribution profit, contribution profit margin, adjusted earnings before interest and taxes (“Adjusted EBIT”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Our management believes that these non-IFRS financial measures provide useful and relevant information regarding our performance and improve their ability to assess financial performance and financial position. They also provide comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures that we use may not be comparable to other similarly named measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.

16

Table of Contents

Contribution profit and contribution profit margin

Contribution profit is defined as revenues less the cost of sales and selling and marketing expenses. Contribution profit margin is defined as contribution profit divided by revenue.

Contribution profit subtracts the main variable expenses of selling and marketing expenses from gross profit, and our management believes this measure is an important indicator of profitability at the marginal level.

Below contribution profit, the main expenses are general administrative expenses and other operating expenses (which include foreign exchange gains or losses and impairment losses). As we continue to improve the management of our portfolio brands, we believe we can achieve greater economy of scale across the different brands by maintaining the fixed expenses at a lower level as a proportion of revenue. We therefore use contribution profit margin as a key indicator of profitability at the group level as well as the portfolio brand level.

The table below reconciles revenues to contribution profit for the periods indicated.

For the six months ended June 30,

    

2025

    

2024

Revenues

133,395

170,976

Cost of Sales

 

(61,490)

 

(72,598)

Gross profit

 

71,905

 

98,378

Marketing and selling expenses

 

(87,093)

 

(105,591)

Contribution profit

 

(15,188)

 

(7,213)

Adjusted EBIT

Adjusted EBIT is defined as profit or loss before income taxes, net finance cost, share based compensation, adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

The table below reconciles loss for the year to adjusted EBIT for the periods indicated.

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

Loss for the period

(86,784)

(69,376)

Add / (Deduct) the impact of:

 

  

 

  

Income tax expenses

 

(208)

 

(489)

Finance cost - net

 

12,806

 

13,187

Non-underlying items

 

(6,545)

 

(3,143)

Loss from operations before non-underlying items

 

(80,731)

 

(59,821)

Add / (Deduct) the impact of:

 

  

 

  

Share based compensation 

 

237

 

827

Adjusted EBIT

 

(80,494)

 

(58,994)

Adjusted EBITDA is defined as profit or loss before income taxes, net finance cost, exchange gains/(losses), depreciation, amortization, share based compensation and provisions and impairment losses adjusted for income and costs which are significant in nature and that management considers not reflective of underlying operational activities, mainly including net gains on disposal of long-term assets and government grants.

17

Table of Contents

The table below reconciles loss for the year to adjusted EBITDA for the periods indicated.

For the six months ended June 30,

    

2025

    

2024

Loss for the period

 

(86,784)

 

(69,376)

Add / (Deduct) the impact of:

 

  

 

  

Income tax expenses

 

(208)

 

(489)

Finance cost - net

 

12,806

 

13,187

Non-underlying items

 

(6,545)

 

(3,143)

Loss from operations before non-underlying items

 

(80,731)

 

(59,821)

Add / (Deduct) the impact of:

 

  

 

  

Share based compensation

 

237

 

827

Provisions and impairment losses

 

(3,049)

 

(2,220)

Net foreign exchange losses / (gains)

 

10,302

 

(3,353)

Depreciation / Amortization

 

21,311

 

22,456

Adjusted EBITDA

 

(51,930)

 

(42,111)

18

Table of Contents

Lanvin Group Holdings Limited

Interim condensed consolidated statements of profit or loss

For the six months ended June 30, 2025 and 2024

(Unaudited)

    

    

For the six months ended June 30,

(Euro thousands except for loss per share)

Notes

2025

    

2024

Revenue

 

5

 

133,395

 

170,976

Cost of sales

 

6

 

(61,490)

 

(72,598)

Gross profit

 

71,905

 

98,378

Marketing and selling expenses

 

6

 

(87,093)

 

(105,591)

General and administrative expenses

 

6

 

(56,754)

 

(58,065)

Other operating income and expenses

 

6

 

(8,789)

 

5,457

Loss from operations before non-underlying items

 

(80,731)

 

(59,821)

Non-underlying items

 

 

6,545

 

3,143

Loss from operations

 

(74,186)

 

(56,678)

Finance cost – net

 

7

 

(12,806)

 

(13,187)

Loss before income tax

 

(86,992)

 

(69,865)

Income tax benefits

 

 

208

 

489

Loss for the period

 

(86,784)

 

(69,376)

Attributable to:

 

- Owners of the Company

 

(73,154)

 

(57,317)

- Non-controlling interests

 

(13,630)

 

(12,059)

Loss per share in Euro

 

- Basic and diluted (in Euro per share)

 

8

 

(0.62)

 

(0.49)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-1

Table of Contents

Lanvin Group Holdings Limited

Interim condensed consolidated statements of comprehensive loss

For the six months ended June 30, 2025 and 2024

(Unaudited)

    

For the six months ended June 30,

(Euro thousands)

2025

    

2024

Loss for the period

 

(86,784)

 

(69,376)

Other comprehensive loss:

 

  

 

  

Items that may be subsequently reclassified to profit or loss

 

  

 

  

- Currency translation differences, net of tax

 

12,849

 

(2,798)

Items that will not be subsequently reclassified to profit or loss

 

  

 

  

- Employee benefit obligations: change in value resulting from actuarial reserve, net of tax

 

 

45

Total comprehensive loss for the period

 

(73,935)

 

(72,129)

Attributable to:

 

  

 

  

- Owners of the Company

 

(62,294)

 

(59,810)

- Non-controlling interests

 

(11,641)

 

(12,319)

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-2

Table of Contents

Lanvin Group Holdings Limited

Interim condensed consolidated statements of financial position

At June 30, 2025 and December 31, 2024

(Unaudited)

    

    

At June 30,

    

At December 31,

(Euro thousands)

Notes

2025

2024

Assets

Non-current assets

Intangible assets

 

211,978

 

213,501

Goodwill

 

38,115

 

38,115

Property, plant and equipment

 

33,976

 

39,440

Right-of-use assets

 

9

 

112,036

 

131,597

Deferred income tax assets

 

11,788

 

11,598

Other non-current assets

 

 

11,953

 

14,869

 

419,846

 

449,120

Current assets

 

 

Inventories

 

10

 

74,016

 

89,712

Trade receivables

 

 

23,943

 

28,099

Other current assets

 

 

37,756

 

29,112

Cash and bank balances

 

 

29,723

 

18,043

 

165,438

 

164,966

Total assets

 

585,284

 

614,086

Liabilities

 

 

Non-current liabilities

 

 

Non-current borrowings

 

11

 

10,266

 

25,222

Non-current lease liabilities

 

12

 

100,294

 

117,966

Non-current provisions

 

3,187

 

3,560

Employee benefits

 

17,414

 

17,240

Deferred income tax liabilities

 

51,422

 

51,390

Other non-current liabilities

 

34,510

 

16,005

217,093

231,383

Current liabilities

 

 

Trade payables

 

56,497

 

80,424

Current borrowings

 

11

 

258,561

 

158,540

Current lease liabilities

 

12

 

32,669

 

36,106

Current provisions

 

1,304

 

1,524

Other current liabilities

 

13

 

126,980

 

139,020

 

476,011

 

415,614

Total liabilities

 

693,104

 

646,997

Net liabilities

 

(107,820)

 

(32,911)

Equity

  

  

Equity attributable to owners of the Company

  

  

Share capital

14

*

*

Treasury shares

14

*

(46,576)

Other reserves

725,291

779,356

Accumulated losses

(810,340)

(737,186)

(85,049)

(4,406)

Non-controlling interests

(22,771)

(28,505)

Total deficits

(107,820)

(32,911)

*Amounts less than €1,000.

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-3

Table of Contents

Lanvin Group Holdings Limited

Interim condensed consolidated statements of cash flows

For the six months ended June 30, 2025 and 2024

(Unaudited)

    

For the six months ended June 30,

(Euro thousands)

2025

2024

Operating activities

  

  

Loss for the period

 

(86,784)

 

(69,376)

Adjustments for:

 

 

Income tax benefits

 

(208)

 

(489)

Depreciation and amortization

 

21,311

 

22,456

Reversal of provisions and impairment

 

(3,049)

 

(2,220)

Employee share-based compensation

 

174

 

827

Net gains on disposals

 

(3,541)

 

(1,970)

Finance costs

 

12,419

 

13,278

Reversal of expenses in respect of disputes

 

 

(1,158)

Fair value movement in warrants

 

(678)

 

(2,851)

Change in inventories

 

20,990

 

3,066

Change in trade receivables

 

3,643

 

9,063

Change in trade payables

 

(23,927)

 

2,476

Change in other operating assets and liabilities

 

(9,749)

 

(6,471)

Income tax paid

 

(102)

 

(114)

Net cash used in operating activities

 

(69,501)

 

(33,483)

Investing activities

 

 

Payment for the purchase of property, plant and equipment, intangible assets and other long-term assets

 

(2,911)

 

(5,586)

Proceeds from disposal of property, plant and equipment, intangible assets and other long-term assets

 

4,790

 

1,806

Net cash generated from / (used in) investing activities

 

1,879

 

(3,780)

Financing activities

 

 

Repurchase of ordinary shares

(669)

(9,414)

Proceeds from financing of intangible assets

 

22,610

 

Repayments of loan note

(8,547)

Proceeds from borrowings

 

187,801

 

114,768

Repayments of borrowings

 

(95,021)

 

(55,519)

Repayments of lease liabilities

 

(15,580)

 

(16,227)

Payment of borrowings interest

 

(5,568)

 

(3,320)

Payment of lease liabilities interest

 

(4,214)

 

(3,647)

Changes in ownership interest in a subsidiary without change of control

(479)

Capital contribution from non-controlling interests

 

 

5

Net cash generated from financing activities

 

80,333

 

26,646

Net change in cash and cash equivalents

 

12,711

 

(10,617)

Cash and cash equivalents less bank overdrafts at the beginning of the period

 

18,043

 

27,850

Effect of foreign exchange differences on cash and cash equivalents

 

(1,031)

 

646

Cash and cash equivalents less bank overdrafts at the end of the period

 

29,723

 

17,879

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-4

Table of Contents

Lanvin Group Holdings Limited

Interim condensed consolidated statements of changes in equity

For the six months ended June 30, 2025 and 2024

(Unaudited)

    

Attributable to owners of the Company

    

    

    

    

Issued

Treasury

Other

Accumulated

Non-controlling

(Euro thousands)

    

capital

    

shares

    

Reserves

    

losses

    

Total

    

  interests

    

Total equity

Balance at December 31, 2024

*

(46,576)

779,356

(737,186)

(4,406)

(28,505)

(32,911)

Comprehensive loss

 

  

 

 

 

 

 

 

Loss for the period

 

 

 

 

(73,154)

 

(73,154)

 

(13,630)

 

(86,784)

Currency translation difference

 

 

 

10,860

 

 

10,860

 

1,989

 

12,849

Total comprehensive loss

 

 

 

10,860

 

(73,154)

 

(62,294)

 

(11,641)

 

(73,935)

Transactions with owners

 

  

 

 

 

 

 

 

Repurchase of ordinary shares

*

46,576

(47,245)

(669)

(669)

Employee share-based compensation

 

 

 

174

 

 

174

 

 

174

Changes in ownership interest in a subsidiary without change of control

 

 

 

(17,854)

 

 

(17,854)

 

17,375

 

(479)

Total transactions with owners

 

*

 

46,576

 

(64,925)

 

 

(18,349)

 

17,375

 

(974)

Balance at June 30, 2025

 

*

 

*

 

725,291

 

(810,340)

 

(85,049)

 

(22,771)

 

(107,820)

Balance at December 31, 2023

 

*

(65,405)

806,677

(571,931)

169,341

(3,713)

165,628

Comprehensive loss

 

  

 

 

 

 

 

 

Loss for the period

 

 

 

 

(57,317)

 

(57,317)

 

(12,059)

 

(69,376)

Currency translation difference

 

 

 

(2,538)

 

 

(2,538)

 

(260)

 

(2,798)

Net actuarial reserve from defined benefit plans

 

 

 

45

 

 

45

 

 

45

Total comprehensive loss

 

 

 

(2,493)

 

(57,317)

 

(59,810)

 

(12,319)

 

(72,129)

Transactions with owners

 

  

 

 

 

 

 

 

Repurchase of ordinary shares

9,414

(9,414)

Employee share-based compensation

 

 

 

827

 

 

827

 

 

827

Capital contribution from non-controlling interests

 

 

 

 

 

5

 

5

Other

 

 

 

(1,607)

 

 

(1,607)

 

 

(1,607)

Total transactions with owners

 

 

9,414

 

(10,194)

 

 

(780)

 

5

 

(775)

Balance at June 30, 2024

 

*

 

(55,991)

 

793,990

 

(629,248)

 

108,751

 

(16,027)

 

92,724

*Amounts less than €1,000.

The accompanying notes are an integral part of these Interim Condensed Consolidated Financial Statements.

F-5

Table of Contents

Lanvin Group Holdings Limited

Notes to the Interim Condensed Consolidated Financial Statements

At and for the six months ended June 30, 2025 and 2024

(Unaudited)

1.General information

Lanvin Group Holdings Limited (formerly known as Fosun Fashion Group Limited, and hereinafter referred to as “LGHL” or the “Company” and together with its consolidated subsidiaries, or any one or more of them, as the context may require, the “Lanvin Group” or the “Group”) is the holding company of the Lanvin Group and domiciled in Cayman Islands, the incorporation number of the Company is 382280 and the registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

The Group is the leading global luxury fashion group, managing iconic brands worldwide including French couture house Lanvin, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, American womenswear brand St. John, and high-end Italian menswear maker Caruso. The Group’s brand portfolio covers a wide variety of fashion categories and leverages a combination of e-commerce, offline retail and wholesale channels, providing both growth opportunities as well as stability and resilience throughout the fashion cycle.

2.Basis of preparation

Statement of compliance with IFRS

These unaudited interim condensed consolidated financial statements of the Group (the “Interim Condensed Consolidated Financial Statements”) have been prepared in compliance with IAS 34 - Interim Financial Reporting (“IAS 34”). The Interim Condensed Consolidated Financial Statements should be read in conjunction with the Group’s consolidated financial statements at and for the year ended December 31, 2024 (the “Annual Consolidated Financial Statements”), which have been prepared in compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies adopted are consistent with those applied in the Consolidated Financial Statements, except for the adoption of new and amended standards as disclosed in Note 3.

Contents and structure of the Interim Condensed Consolidated Financial Statements

The Interim Condensed Consolidated Financial Statements include the interim condensed consolidated statements of profit or loss, interim condensed consolidated statements of comprehensive loss, interim condensed consolidated statements of financial position, interim condensed consolidated statements of cash flows, interim condensed consolidated statements of changes in equity and the accompanying notes.

The Interim Condensed Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Company, and amounts are stated in thousands of Euros, unless otherwise indicated.

Going concern

For the six months ended June 30, 2025, the Group has incurred operating losses of €74.19 million, and net losses of €86.78 million. The Group had net liabilities of €107.82 million, net current liabilities of €310.57 million and an accumulated losses of €810.34 million as of June 30, 2025.

Management closely monitors the Group’s financial performance and liquidity position. Historically, the Group has been able to obtain debt and equity financing. The Group has funded operations primarily with issuances of preferred shares, long-term debt and net proceeds from revenues.

The Interim Condensed Consolidated Financial Statements have been prepared on a going concern basis because one of the Company’s shareholders, Fosun International Limited, has committed to continue to provide adequate support for the Company to meet its obligations as they become due for at least 36 months from December 31, 2024.

F-6

Table of Contents

Use of estimates

The preparation of the Interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities as well as the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Interim Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “Use of estimates” in the Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group in preparing its consolidated financial statements. Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual consolidated financial statements, other than in the event that there are indications of impairment, in which case an immediate assessment is performed. Similarly, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, except in the event of significant market fluctuations, or significant plan amendments, curtailments or settlements.

3.Summary of significant accounting policies

Changes in accounting policies

New Standards and Amendments issued by the IASB and applicable to the Group from January 1, 2025

New IFRS Standards and Amendments to existing standards

    

Effective date

IAS 21 Lack of Exchange ability (Amendments to IAS 21)

January 1, 2025

There are no accounting pronouncements which have become effective from 1 January 2025 that have a significant impact on the Interim Condensed Consolidated Financial Statements. The accounting policies applied in these Interim Condensed Consolidated Financial Statements are the same as those applied in the Group’s Annual Consolidated Financial Statements as at and for the year ended December 31, 2024.

New standards, amendments and interpretations not yet effective

New IFRS Standards and Amendments to existing standards

    

Effective date

IFRS 7 and IFRS 9 Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

January 1, 2026

IFRS 7 and IFRS 9 Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

January 1, 2026

Annual Improvements to IFRS Accounting Standards – Volume 11

January 1, 2026

IFRS 18 Presentation and Disclosure in Financial Statements

January 1, 2027

IFRS 19 Subsidiaries without Public Accountability: Disclosures

January 1, 2027

At the date of authorization of these Interim Condensed Consolidated Financial Statements, a new, but not yet effective, amendment to existing Standard, has been published by the IASB. No amendment has been adopted early by the Group. The management had not yet completed the analysis necessary to assess the impacts of the new standards and the interpretations not yet applicable to the Group.

F-7

Table of Contents

4.Segment reporting

The following tables summarize selected financial information by segment for the six months ended June 30, 2025 and 2024:

For the six months ended June 30, 2025

    

    

    

    

    

    

Other and holding 

    

Eliminations and 

    

Group 

(Euro thousands)

Lanvin

Wolford

Caruso

St. John

Sergio Rossi

companies

Unallocated

Consolidated

Segment results

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Sales outside the Group

 

27,932

 

32,985

 

17,627

 

39,654

 

14,961

 

236

 

 

133,395

Intra-Group sales

 

 

 

 

 

353

 

3,151

 

(3,504)

 

Total revenue

 

27,932

 

32,985

 

17,627

 

39,654

 

15,314

 

3,387

 

(3,504)

 

133,395

Cost of sales

 

(12,750)

 

(14,481)

 

(12,545)

 

(12,403)

 

(9,059)

 

(353)

 

101

 

(61,490)

Gross profit

 

15,182

 

18,504

 

5,082

 

27,251

 

6,255

 

3,034

 

(3,403)

 

71,905

Other segment information

Depreciation and amortization

 

8,137

 

5,115

 

609

 

5,337

 

2,080

 

33

 

 

21,311

Of which: Right-of-use assets

 

5,919

 

4,058

 

357

 

4,305

 

1,076

 

 

 

15,715

Other

 

2,218

 

1,057

 

252

 

1,032

 

1,004

 

33

 

 

5,596

Provisions and impairment losses

 

(1,827)

 

1,045

 

(67)

 

755

 

(2,955)

 

 

 

(3,049)

For the six months ended June 30, 2024

 

    

    

    

    

    

    

Other and holding

    

Eliminations and

    

Group

(Euro thousands)

Lanvin

Wolford

Caruso

St. John

Sergio Rossi

companies

Unallocated

Consolidated

Segment results

  

  

  

  

  

  

  

  

Sales outside the Group

 

48,243

 

42,594

 

19,444

 

39,981

 

20,123

 

591

 

 

170,976

Intra-Group sales

 

29

 

 

290

 

 

281

 

3,775

 

(4,375)

 

Total revenue

 

48,272

 

42,594

 

19,734

 

39,981

 

20,404

 

4,366

 

(4,375)

 

170,976

Cost of sales

 

(20,268)

 

(15,799)

 

(14,010)

 

(12,285)

 

(10,186)

 

(717)

 

667

 

(72,598)

Gross profit

 

28,004

 

26,795

 

5,724

 

27,696

 

10,218

 

3,649

 

(3,708)

 

98,378

Other segment information

 

 

  

Depreciation and amortization

 

8,437

 

6,229

 

563

 

4,799

 

2,393

 

35

 

 

22,456

Of which: Right-of-use assets

 

5,739

 

5,470

 

329

 

3,756

 

1,435

 

 

 

16,729

Other

 

2,698

 

759

 

234

 

1,043

 

958

 

35

 

 

5,727

Provisions and impairment losses

 

(727)

 

510

 

529

 

(1,170)

 

(1,362)

 

 

 

(2,220)

The following table summarizes non-current assets by geography at June 30, 2025 and December 31, 2024.

    

At June 30,

    

At December 31,

2025

2024

EMEA (1)

 

247,059

 

255,836

North America (2)

 

110,113

 

125,662

Greater China (3)

 

49,241

 

53,187

Other Asia (4)

 

1,645

 

2,837

Total non-current assets (other than deferred tax assets)

 

408,058

 

437,522

(1) EMEA includes EU countries, the United Kingdom, Switzerland, the countries of the Balkan Peninsula, Eastern Europe, Scandinavian, Azerbaijan, Kazakhstan and the Middle East.
(2) North America includes the United States of America and Canada.
(3) Greater China includes Mainland China, Hong Kong, Macao and Taiwan.
(4) Other Asia includes Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries.

F-8

Table of Contents

5.Revenue

The Group generates revenue primarily from the sale of its products (net of returns and discounts), and from fees for royalties and licenses received from third parties.

Breakdown of revenue by sales channel:

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

Direct To Consumer (DTC)

 

80,102

 

104,574

Wholesale

 

46,757

 

59,589

Other (1)

 

6,536

 

6,813

Total revenue by sales channel

 

133,395

 

170,976

(1)

Other revenues mainly include royalties and certain sales of old season products.

Breakdown of revenue by geographic area:

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

EMEA

 

55,411

 

75,704

North America

 

58,304

 

64,324

Greater China

 

10,237

 

19,761

Other Asia

 

9,443

 

11,187

Total revenue by geographic area

 

133,395

 

170,976

6.Expenses by nature

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

Personnel costs

 

71,105

 

80,688

Raw materials, consumables and finished goods used

 

30,227

 

50,419

Changes in inventories of finished goods and work in progress

 

14,534

 

4,276

Depreciation and amortization

 

21,311

 

22,456

Freight and selling expenses

 

17,903

 

21,446

Professional service fees

 

17,554

 

17,292

Net foreign exchange losses / (gains)

 

10,302

 

(3,353)

Lease expenses

 

10,264

 

12,549

Advertising and marketing expenses

 

7,261

 

14,326

Studies and research expenses

 

3,957

 

2,388

Office expenses

 

2,004

 

3,010

Travel expenses

 

1,598

 

1,651

Taxes and surcharges

 

1,280

 

2,601

Fair value changes on warrants

 

(678)

 

(2,851)

Reversal of provisions and impairment

 

(3,049)

 

(2,220)

Other

 

8,553

 

6,119

Total expenses

 

214,126

 

230,797

F-9

Table of Contents

7.Finance costs

Breakdown for finance income, finance expenses and net foreign exchange gains or losses:

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

Finance income

 

  

 

  

- Net foreign exchange gains

 

7,297

 

120

- Interest income

 

70

 

31

Total finance income

 

7,367

 

151

Finance expenses

 

 

  

- Interest expense on lease liabilities

 

(4,214)

 

(3,647)

- Interest expense on borrowings

 

(15,502)

 

(9,492)

- Other

 

(457)

 

(199)

Total finance expenses

 

(20,173)

 

(13,338)

Total finance costs - net

 

(12,806)

 

(13,187)

8.Loss per share

Basic and diluted loss per share were calculated as the ratio of net profit or (loss) attributable to the shareholders of the Company by the weighted average number of outstanding shares (basic and diluted) of the Company.

Basic and diluted net loss per share attributable to ordinary shares for the six months ended June 30, 2025 and 2024 are calculated as follows (in thousands, except share and per share amounts):

    

For the six months ended June 30,

(Euro thousands)

    

2025

    

2024

Net loss attributable to ordinary shares

 

(73,154)

 

(57,317)

Weighted-average shares outstanding-basic and diluted (thousand shares)

 

117,314

 

117,320

Net loss per share:

 

 

Basic and diluted (in Euro)

 

(0.62)

 

(0.49)

As the Group incurred net losses for the six months ended June 30, 2025 and 2024, basic loss per share was the same as diluted loss per share.

In the calculation of diluted earnings per shares, the warrants have been excluded as the average market price of ordinary shares during the period was lower than the exercise price of the warrants.

The following potentially dilutive outstanding securities were excluded from the computation of diluted loss per ordinary share because their effects would have been anti-dilutive for the six months ended June 30, 2025 or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:

    

At June 30,

    

At June 30,

(Thousand shares)

2025

2024

Treasury shares

 

8,651

 

27,702

Warrants

 

31,980

 

31,980

Total outstanding shares of potentially dilutive securities

 

40,631

 

59,682

F-10

Table of Contents

9.Right-of-use assets

    

    

Total net 

(Euro thousands)

   

Real estate

       

Other

   

carrying amount

At December 31, 2024

 

130,699

 

898

 

131,597

Additions

 

3,177

 

339

 

3,516

Disposals

 

(1,356)

 

 

(1,356)

Depreciation

 

(15,518)

 

(197)

 

(15,715)

Reversal of impairment losses

 

100

 

 

100

Contract modifications

 

2,120

 

 

2,120

Net foreign exchange differences

 

(8,202)

 

(24)

 

(8,226)

At June 30, 2025

 

111,020

 

1,016

 

112,036

10.Inventories

    

At June 30,

    

At December 31,

(Euro thousands)

2025

2024

Raw materials, ancillary materials and consumables

 

12,812

 

12,688

Work-in-progress and semi-finished products

 

6,534

 

7,784

Finished goods

 

54,670

 

69,240

Total inventories

 

74,016

 

89,712

The cost of inventories recognized as an expense in cost of sales amounted to €61,490 thousand and €72,598 thousand for the six months ended June 30, 2025 and 2024 respectively.

For the six months ended June 30, 2025, the net amount of €3,687 thousand inventory impairment loss was reversed as the goods were sold at an amount in excess of the written-down value (June 30, 2024: €3,269 thousand). The amount reversed was within cost of sales.

11.Borrowings

The following table provides a breakdown for non-current and current borrowings:

(Euro thousands)

    

Guaranteed

    

Secured

    

Unsecured

    

Total borrowings

At December 31, 2024

 

5,694

 

26,114

 

151,954

 

183,762

Repayments

 

(1,778)

 

(63,107)

 

(30,136)

 

(95,021)

Proceeds

 

28,872

 

42,334

 

116,595

 

187,801

Net foreign exchange difference

 

(3,313)

 

(749)

 

(3,653)

 

(7,715)

At June 30, 2025

 

29,475

 

4,592

 

234,760

 

268,827

Repayable:

 

 

 

 

- Within one year

 

28,364

 

4,592

 

225,605

 

258,561

- In the second year

 

764

 

 

 

764

- In the third year

 

139

 

 

9,155

 

9,294

- Over three years

 

208

 

 

 

208

29,475

4,592

234,760

268,827

Portion classified as current liabilities

 

(28,364)

 

(4,592)

 

(225,605)

 

(258,561)

Non-current portion

 

1,111

 

 

9,155

 

10,266

F-11

Table of Contents

12.Lease liabilities

(Euro thousands)

    

Lease liabilities

At December 31, 2024

 

154,072

Additions due to new leases and store renewals

 

3,085

Interest expense

 

4,214

Repayment of lease liabilities (including interest expense)

 

(19,794)

Contract modifications

 

3,270

Disposals

(1,544)

Net foreign exchange differences

 

(10,340)

At June 30, 2025

 

132,963

Of which:

 

Non-current

 

100,294

Current

 

32,669

In certain countries, leases for stores entail the payment of both minimum amounts and variable amounts, especially for stores with lease payments indexed to revenue. As required by IFRS 16, only the minimum fixed lease payments are capitalized.

13.Other current liabilities

    

At June 30, 

    

At December 31, 

(Euro thousands)

2025

2024

Loan note

39,588

Due to related companies

 

29,154

 

23,504

Payroll and employee benefits payables

 

20,932

 

21,222

Accrued expenses

 

17,259

 

17,809

Tax payables

 

9,069

 

11,069

Customer advances

 

3,393

 

4,140

Warrant liabilities

 

545

 

1,223

Financing fund

 

 

51,874

Other

 

7,040

 

8,179

Total other current liabilities

 

126,980

 

139,020

Loan note and financing fund

Financing fund is the investment to be made by Meritz Securities Co., Ltd.(“Meritz”), a Korean incorporated investment fund in the Company. On June 27, 2025, LGHL consummated the following transactions pursuant to a share buyback agreement with Meritz:

Meritz sold and surrendered, and LGHL repurchased from Meritz 13,804,733 Ordinary Shares for a price equal to €48.1 million (the “Repurchase Price”);
Immediately thereafter, LGHL issued to Meritz a fixed rate 11.40% secured loan note (the “Loan Note”) for a principal amount equal to the Repurchase Price (the “Loan”). Pursuant to the Loan Note, LGHL agreed to repay the Loan in two installments by repaying (i) €8.50 million on June 30, 2025, and (ii) all outstanding amounts of the Loan on December 14, 2026;
The Repurchase Price payable by LGHL to Meritz was offset in its entirety against the issuance of the Loan Note by LGHL to Meritz.

As of the end of June 2025, LGHL has completed the repurchase of all shares held by Meritz, and all the repurchased 19,050,381 shares have been cancelled.

14.Share capital

As of June 30, 2025, the share capital amounted to €118 (December 31, 2024: €132), comprising 116,944,667 fully paid-up ordinary shares with a par value of $0.000001. Excluding the 8,651,247 treasury shares, there were 116,944,667 shares issued and outstanding June 30, 2025.

F-12

Table of Contents

The decrease in share capital resulted from the following transactions:

Repurchasing 13,804,733 shares held by Meritz in June 2025 reduced share capital by €13. As of the end of June 2025, LGHL has completed the repurchase of all shares held by Meritz. The 19,050,381 shares have been cancelled, including 13,804,733 shares repurchased in June 2025 and the 5,245,648 shares repurchased in 2024, with this cancellation leading to a reduction of €46,576 thousand in treasury shares.
In June 2025, LGHL repurchased and cancelled 375,157 ordinary shares from Itochu Corporation, resulting in a decrease in share capital by €0.36.

15.

Related party transactions

Transactions with related parties

In addition to the transactions and balances detailed elsewhere in these financial statements, the Group had the following material transactions with related parties during the periods:

    

For the six months ended June 30,

(Euro thousands)

2025

    

2024

(i)  Sales of goods

 

  

 

  

Handsome Corporation (1)

 

249

 

730

(ii)  Rental expenses

 

 

  

Shanghai Fosun Bund Property Co., Ltd. (3)

 

 

162

(iii)  Other service expenses

 

 

  

Baozun Hong Kong Investment Limited and its subsidiaries (1)

 

322

 

723

(iv)  Interest expenses

 

 

  

Fosun International Limited (1)

 

7,742

 

1,869

Meritz Securities Co., Ltd. (4)

 

2,442

 

5,224

Shanghai Fosun High Technology (Group) Co., Ltd. (2)

 

491

 

504

FPI (US) I LLC (2)

99

110

Shanghai Fosun High Technology Group Finance Co., Ltd. (2)

56

Fosun JoyGo (HK) Technology Limited (2)

 

 

2

Total interest expenses

 

10,830

 

7,709

    

For the six months ended June 30,

(Euro thousands)

2025

    

2024

(v)      Proceeds of shareholder loan

 

  

 

  

Fosun International Limited

 

86,102

 

58,127

Shanghai Fosun High Technology Group Finance Co., Ltd.

866

576

FPI (US) I LLC

 

 

2,790

Total proceeds of shareholder loan

 

86,968

 

61,493

(vi)     Repayments of shareholder loan

 

 

  

Meritz Securities Co., Ltd.

16,710

11,090

Fosun International Limited

9,151

Shanghai Fosun High Technology Group Finance Co., Ltd.

 

452

 

Fosun JoyGo (HK) Technology Limited

1,107

Total repayments of shareholder loan

26,313

12,197

(vii)   Repayments of financing fund

 

 

Meritz Securities Co., Ltd.

 

48,091

 

(viii)  Proceeds from financing of intangible assets

 

 

Itochu Corporation (1)

 

22,610

 

(ix)   Royalty

Handsome Corporation

1,390

1,503

Itochu Corporation

1,018

1,876

Total royalty

2,408

3,379

F-13

Table of Contents

Balances with related parties

    

At June 30,

    

At December 31, 

(Euro thousands)

2025

2024

(i)  Borrowings

Fosun International Limited

208,179

134,649

Shanghai Fosun High Technology (Group) Co., Ltd.

 

9,155

 

10,221

FPI (US) I LLC

2,300

2,579

Shanghai Fosun High Technology Group Finance Co., Ltd.

 

1,495

 

1,349

Meritz Securities Co., Ltd.

16,710

Total borrowings

 

221,129

 

165,508

(ii)  Other current liabilities

Fosun International Limited

14,857

7,362

Shanghai Yu Garden Group and its subsidiaries

9,043

9,671

Shanghai Fosun Bund Property Co., Ltd.

1,867

2,114

Baozun Hong Kong Investment Limited and its subsidiaries

1,532

1,105

Shanghai Fosun Industrial Investment Co., Ltd. (2)

923

1,030

Shanghai Fosun High Technology (Group) Co., Ltd.

361

403

FPI (US) I LLC

 

297

 

229

Fosun Holdings Limited

255

289

Shanghai Fosun High Technology Group Finance Co., Ltd.

 

19

 

3

Meritz Securities Co., Ltd.

53,172

Total other current liabilities

 

29,154

 

75,378

(iii)  Other current assets

Fosun International Limited

239

267

(iv)   Other non-current liabilities

Itochu Corporation

27,180

4,570

Shanghai Fosun High Technology (Group) Co., Ltd.

3,032

2,872

Total other non-current liabilities

30,212

7,442

Notes:

(1) One of the shareholders of the Group.
(2) Subsidiaries of Fosun International Limited.
(3) Joint venture of Fosun International Limited.
(4) One of the shareholders of the Group from January 1, 2025 to June 26, 2025 and the related party transactions are accumulated transactions for this period. It ceased to be a related party from June 27, 2025, when the Group repurchased its shares.

16.Subsequent events

Up to the approval date of the Interim Consolidated Financial Statements, the Group had no subsequent events to be disclosed.

F-14