Notes to the Company financial statements
Notes to the Company financial statements
A Basis of preparation
The Company financial statements of Basic-Fit N.V. (hereafter 'the Company') have been prepared in accordance with Part 9, Book 2 of the Dutch Civil Code. In accordance with article 362 (8), Book 2 of the Dutch Civil Code, the Company’s financial statements have been prepared on the basis of the accounting principles for recognition, measurement and determination of net profit, as applied in the consolidated financial statements. These principles also include the classification and presentation of financial instruments, being equity instruments or financial liabilities.
All amounts are presented in millions of euros (€ x 1,000,000) with one decimal, unless stated otherwise.
In addition to these accounting policies in the consolidated financial statements, the following accounting policies apply to the Company financial statements:
Financial fixed assets
Investments in consolidated subsidiaries
Investments in consolidated subsidiaries are measured using the equity method. The measurement of the financial fixed assets under the equity method is based on the measurement principles of assets, provisions and liabilities, and the determination of net profit as applied in the consolidated financial statements.
When consolidated subsidiaries have an equity deficit (after taking into account loans that qualify as net investments in the subsidiary) they are measured at zero under the equity method, unless the Company has given a liability undertaking or any other guarantee for the consolidated subsidiary.
Receivables from consolidated subsidiaries
Expected credit losses, if any, with respect to loans granted to and receivables from consolidated subsidiaries are not recognised in these Company financial statements, which is in line with Dutch accounting standards 100.108.
Financial Instruments
For information on the risk exposure, risk management and fair values of financial instruments see notes 6.4 Financial risk management and 6.5 Financial instruments of the notes to the consolidated financial statements.
Revenue
Revenue comprises recharges of costs that are eligible to be charged to a subsidiary company and is accounted for on an accrual basis.
B Financial fixed assets
| 2025 | 2024 | |
|---|---|---|
| Investment in consolidated subsidiaries | 444.0 | 412.8 |
| Receivables from consolidated subsidiaries | 1,188.8 | 1,019.1 |
| Balance as at 31 December | 1,632.8 | 1,431.9 |
Investment in consolidated subsidiaries
The Company has direct and indirect interests in the subsidiaries listed in note 1.2 Group Information in the notes to the consolidated financial statements and is the 100% owner of Basic Fit International B.V., based in Hoofddorp, the Netherlands. The movements in the investment in Basic Fit International B.V. were as follows:
| 2025 | 2024 | |
|---|---|---|
| Balance as at 1 January | 412.8 | 17.9 |
| Capital contribution | - | 400.0 |
| Net income of subsidiaries | 31.2 | (5.1) |
| Balance as at 31 December | 444.0 | 412.8 |
Receivables from consolidated subsidiaries
The movements in receivables from Group company Basic Fit International B.V. were as follows:
| 2025 | 2024 | |
|---|---|---|
| Balance as at 1 January | 1,019.1 | 1,286.5 |
| Net change | 169.7 | (267.4) |
| Balance as at 31 December | 1,188.8 | 1,019.1 |
The fair value of receivables from this receivable approximates the carrying amount. The interest rate is Euribor plus a margin of 2.7%. Although no repayment period has been agreed the loan is of a long-term nature.
C Trade and other receivables
| 2025 | 2024 | |
|---|---|---|
| Other receivables and prepayments | 0.1 | 0.1 |
| Total | 0.1 | 0.1 |
The fair value of the current receivables approximates their carrying amount due to their short-term nature.
D Cash and cash equivalents
All cash and cash equivalents are available for immediate use by the Company.
E Shareholders‘ equity
The movements in shareholders' equity were as follows:
| Share capital | Share premium | Treasury shares | Legal reserves | Equity component of convertible bonds | Equity-settled share-based payments reserve | Retained earnings | Result for the year | Total | |
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2024 | 4.0 | 690.5 | - | 5.3 | 48.7 | 2.8 | (344.6) | (2.7) | 404.0 |
| Prior year result appropriation | - | - | - | - | - | - | (2.7) | 2.7 | - |
| Net profit | - | - | - | - | - | - | - | 8.0 | 8.0 |
| Purchase of treasury shares | - | - | (3.2) | - | - | - | - | - | (3.2) |
| Exercised share-based payments | - | - | 0.5 | - | - | (1.8) | 0.8 | - | (0.5) |
| Equity-settled share-based payments | - | - | - | - | - | 3.2 | - | - | 3.2 |
| Development expenditures | - | - | - | 1.3 | - | - | (1.3) | - | - |
| Other changes legal reserves | - | - | - | (0.7) | - | - | 0.7 | - | - |
| Total movements | - | - | (2.7) | 0.6 | - | 1.4 | (2.5) | 10.7 | 7.5 |
| As at 31 December 2024 | 4.0 | 690.5 | (2.7) | 5.9 | 48.7 | 4.2 | (347.1) | 8.0 | 411.5 |
| As at 1 January 2025 | 4.0 | 690.5 | (2.7) | 5.9 | 48.7 | 4.2 | (347.1) | 8.0 | 411.5 |
| Prior year result appropriation | - | - | - | - | - | - | 8.0 | (8.0) | - |
| Net profit | - | - | - | - | - | - | - | 14.5 | 14.5 |
| Purchase of treasury shares | - | - | (28.5) | - | - | - | - | - | (28.5) |
| Exercised share-based payments | - | - | 1.1 | - | - | (3.1) | 1.0 | - | (1.0) |
| Equity-settled share-based payments | - | - | - | - | - | 2.3 | - | - | 2.3 |
| Development expenditures | - | - | - | 0.6 | - | - | (0.6) | - | - |
| Total movements | - | - | (27.4) | 0.6 | - | (0.8) | 8.4 | 6.5 | (12.7) |
| As at 31 December 2025 | 4.0 | 690.5 | (30.1) | 6.5 | 48.7 | 3.4 | (338.7) | 14.5 | 398.8 |
The Company holds treasury shares for the following primary purposes:
Employee share-based payment plans: A significant portion of the treasury shares is designated to satisfy obligations arising from the Company's share-based payment plans. This approach allows the Company to mitigate dilution of existing shareholders' equity that would occur if new shares were issued for these plans. In 2025, the Company purchased 117,661 shares (2024: 149,476 shares) for a total amount of €2.3 million (2024: €3.2 million) to meet obligations related to the equity-settled share-based compensation plans. For this purpose, 51,975 shares were reissued in 2025 (2024: 24,485 shares) with a corresponding value of €1.1 million (2024: €0.5 million). As at 31 December 2025, 190,677 treasury shares (€3.9 million) were held for this purpose, expecting to be utilised for vested awards over the next four years (31 December 2024: 124,991 shares representing €2.7 million).
Share buyback programme: The Company also repurchases shares as part of its capital management strategy to enhance shareholder value and to maintain an optimal capital structure. Shares acquired under this objective are held temporarily and are subject to future cancellation. As at 31 December 2025, 1,000,000 treasury shares (€26.2 million1) were held for this purpose, expecting to be cancelled within one year, subject to approval by the shareholders.
On 31 December 2025, the Company held 1,190,677 of the Company's shares (2024: 124,991 shares).
Legal reserves consist of reserves that are mandatory in certain circumstances in accordance with the Dutch Civil Code. The legal reserves consist of a reserve for the net carrying amount of capitalised development expenditures incurred by Basic Fit International B.V. (2025: €6.4 million; 2024: €5.9 million) and a non-distributable reserve that is recognised for an amount equal to the restricted and non-distributable reserves of subsidiaries, associates and joint ventures of Basic Fit International B.V. (2025: €0.1 million; 2024: nil).
- Including €2.3 million dividend tax paid to the tax authorities during the year
F Borrowings
For the disclosures related to borrowings, see note 6.3 Borrowings of the consolidated financial statements. Of all debts disclosed in that note, Other bank borrowings1 for a total amount of €1.0 million (of which €0.6 million short-term) and Other borrowings2 of €2.6 million (of which €0.7 million short-term) are not debts of Basic-Fit N.V. and should therefore be excluded.
- The Other bank borrowings are debts of Basic Fit Spain S.A.
- The Other borrowings are debts of Clever Fit
G Derivative financial instruments
For the disclosures related to derivative financial instruments, see note 6.5 Financial instruments of the consolidated financial statements.
H Deferred tax liabilities
| 2025 | 2024 | |
|---|---|---|
| Opening balance as at 1 January | 7.7 | 10.5 |
| Income tax benefit during the period recognised in profit or loss | (6.2) | (2.8) |
| Closing balance as at 31 December | 1.5 | 7.7 |
The deferred tax liabilities are recognised due to temporary differences in the valuation of assets and liabilities. The Company expects to offset €1.1 million in 2025 (2024: €2.3 million) within twelve months.
I Trade and other payables
The composition of Trade and other payables was as follows:
| 2025 | 2024 | |
|---|---|---|
| Trade payables | 0.5 | 0.8 |
| Payables to Group companies | 1.0 | 8.7 |
| Payroll tax payable | 0.1 | 0.2 |
| Interest payable | 6.8 | 4.6 |
| Other liabilities and accrued expenses | 1.0 | 0.7 |
| Total | 9.4 | 15.0 |
All current liabilities fall due in less than one year. The fair value of the current liabilities approximates their carrying amount due to their short-term nature.
Payables to Group companies relate to Basic Fit International B.V. The interest rate is Euribor plus a margin of 2.2%.
J Revenue
| 2025 | 2024 | |
|---|---|---|
| Overhead costs charged on to Group companies | 3.1 | 2.6 |
| Total | 3.1 | 2.6 |
K Salaries, wages and social security charges
Salaries, wages and social security charges include an amount of €2.3 million (2024: €3.2 million) related to share-based payments (see note 3.5 Share-based payments of the consolidated financial statements) and an amount of €20 thousand (2024: €15 thousand) related to social security charges. The number of employees employed by Basic-Fit N.V. at year-end 2025 was two, both of whom are based in the Netherlands (2024: two). For information regarding the remuneration of the members of the Management Board see note 8.1 Remunerations of key management personnel of the consolidated financial statements.
L Other operating expenses
Other operating expenses consist primarily of audit and consulting fees, insurance costs plus Supervisory Board compensation (see note 8.2 Remunerations of members of the Supervisory Board of the consolidated financial statements).
Audit fees
See note 8.4 Auditor's remuneration in the consolidated financial statements.
M Finance income and costs
| 2025 | 2024 | |
|---|---|---|
| Finance income: | ||
| Group companies | 52.8 | 80.4 |
| Total finance income | 52.8 | 80.4 |
| Finance costs: | ||
| Interest on convertible bonds | (31.4) | (14.2) |
| Interest on external debt and borrowings | (42.0) | (41.4) |
| Valuation difference derivative financial instruments | 2.2 | (1.4) |
| Other finance costs | (0.5) | (0.4) |
| Total finance costs | (71.7) | (57.4) |
| Total finance costs - net | (18.9) | 23.0 |
Interest income from group companies was lower in 2025 compared to 2024, mainly due to lower Euribor interest rates and the €400 million capital contribution completed in 2024 (note B Financial fixed assets).
The interest on convertible bonds includes €16.6 million (non-cash) catch up adjustment in 2025 due to change in estimates as further disclosed in note 6.3 Borrowings of the consolidated financial statements.
N Income tax and deferred income tax
Income tax
The major components of income tax expense for the years 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Current income tax: | ||
| Current income tax charge current year | (1.2) | (8.5) |
| (1.2) | (8.5) | |
| Deferred income tax: | ||
| Changes in deferred tax assets and liabilities | 6.2 | 2.8 |
| 6.2 | 2.8 | |
| Total income tax | 5.0 | (5.7) |
Effective income tax reconciliation
The effective income tax amount on the Company’s profit before tax differs from the statutory income tax amount that would arise using the applicable statutory income tax rate. This difference is reconciled below.
| 2025 | % | 2024 | % | |
|---|---|---|---|---|
| Profit (loss) before income tax | (21.7) | 18.8 | ||
| Income tax based on Basic-Fit N.V.’s domestic rate | 5.6 | 25.8% | (4.9) | 25.8% |
| Non-deductible share-based payment expenses | (0.6) | (2.7)% | (0.8) | 4.4% |
| At the effective income tax rate | 5.0 | 23.1% | (5.7) | 30.2% |
Income tax based on Basic-Fit’s domestic rate
The income tax based on Basic-Fit N.V.’s domestic rate is based on the Dutch statutory income tax rate of 25.8% (2024: 25.8%) and reflects the income tax that would have been applicable assuming that the entire taxable result is taxable at the Dutch statutory tax rate and there were no permanent differences between taxable base and financial results and no Dutch tax incentives were applied.
Non-deductible share-based payment expenses
These adjustments reflect the impact of permanent non-tax-deductible share-based payment expenses.
Fiscal unity
Basic-Fit N.V., Basic Fit International B.V., Basic-Fit Franchise B.V. (formerly BF Developments B.V.), B-Securité B.V. and Basic Fit Nederland B.V. formed a fiscal unity in 2025 and 2024. Income tax is allocated to individual members of the fiscal unity as if they were independently liable for tax.
O Contingencies and commitments
The provisions of Section 403(2), Book 2 of the Dutch Civil Code apply to the group companies Basic Fit International B.V. and Basic Fit Nederland B.V. The Company is consequently jointly and severally liable.
At 31 December 2025, Basic-Fit N.V., Basic Fit International B.V., Basic-Fit Franchise B.V. (formerly BF Developments B.V.), Basic Fit Nederland B.V. and B-Securité B.V. formed a tax group for corporate income tax and for VAT purposes. As a result, the companies within the tax groups are jointly and severally liable for each other's income tax and VAT debts.
P Related party transactions
For the disclosures of related party transactions, see note 8.3 Related party transactions of the consolidated financial statements.
Q Events after the reporting period
See note 8.5 Events after the reporting period in the consolidated financial statements.
R Proposed result appropriation
The Management Board proposes to add the net profit for 2025 (€14.5 million) to the retained earnings.
S Authorisation of the financial statements
Hoofddorp, the Netherlands
10 March 2026
Prepared by the Management Board:
R.M. Moos
M. de Kleer