The Management Board is responsible for managing Basic-Fit and for achieving the Company’s strategy, objectives, and results. This responsibility includes ensuring the appropriate design, effective operation, and continuous improvement of the Company’s risk management and internal control systems, in a manner consistent with Basic-Fit’s business, strategy, and risk appetite.
In 2025, the Management Board focused on the continued execution of the Company’s growth strategy and sustainability ambitions, while addressing risks arising from geopolitical and societal developments, energy market volatility, inflationary pressures, and an elevated cyber-risk landscape. In parallel, the Management Board ensured that centrally organised processes and controls remained scalable as the organisation expanded.
This included managing the financial and operational risks associated with a significant acquisition completed towards the end of the year, which was financed through bank facilities and aligned with the company’s prudent financial risk strategy.
Achieving Basic-Fit’s strategic objectives requires taking considered risks. Risk management is therefore embedded in the company’s culture, corporate governance, strategy and operational and financial management. Throughout the year, the Management Board relied on, reviewed, and continued to develop the company’s risk management and control framework covering strategic, operational, compliance, financial, and reporting risks.
In November 2025, the Company acquired Clever Fit. As the acquisition occurred late in the year and the integration of Clever Fit’s risk management, compliance, and sustainability control framework is still ongoing, the operational, compliance, and sustainability risks of Clever Fit are excluded from the scope of this Statement on Risk Management and Internal Control for 2025. Clever Fit has been included in the consolidated financial statements from the acquisition date, and the related financial reporting risks are considered within the scope of this Statement. Clever Fit will be brought into the full scope of the risk management framework during 2026 as part of the integration programme and franchising strategy.
Continuous improvements were made to the documentation, formalisation, and operation of processes and controls in line with the company’s growth and reporting requirements, including methodological enhancements to the enterprise risk management approach to support a more consistent and structured assessment of risks across the company. The risk management and control systems are designed to support informed decision-making and responsible risk-taking, to identify risks and opportunities in a timely manner, to safeguard the reliability of financial and sustainability reporting, and to ensure compliance with applicable laws and regulations.
The Management Board is responsible for establishing and maintaining adequate internal risk management and control systems. During the financial year, the Board assessed the design and effectiveness of these systems, and the results have been discussed with the Audit Committee, the Supervisory Board, Internal and External Auditors.
The Management Board recognises the inherent limitations of internal risk management and control systems. While the company continuously works towards improving its processes and procedures, these systems cannot provide absolute certainty that all risks have been identified or are effectively managed. The level of certainty that can be provided is influenced by, among other things, inherent limitations to risk management, business considerations, such as company’s risk appetite and the dynamic nature of the business environment. Certain risks remain outside the company’s direct control, as they depend on third parties or external circumstances beyond the organisation’s influence.
The principal risks the company faces, the company’s risk management framework, and the company’s risk appetite levels established per each risk, are described in the Risk management and control systems section of this report. The substantiation for the Statement is provided in the same section, in the 'Risk management practices' sub-section.
In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code (2025), the Management Board declares to the best of its knowledge:
that the management report provides sufficient insights into the effectiveness of the internal risk management and control systems, and based on the evaluation performed, no material unresolved shortcomings have been identified; while the suggested enhancements are reflected in the respective risk cards in the Risk management and control systems section of this report;
that these systems provide reasonable assurance that the financial reporting does not contain material inaccuracies;
that these systems provide limited assurance that the sustainability reporting in the Sustainability Statement section of this report does not contain material inaccuracies;
that at the balance sheet date the Management Board is not aware that these systems do not provide sufficient comfort that the operational and compliance risks identified in the Risk management and control systems section of this report are effectively managed considering the company’s risk appetite, where ‘sufficient comfort’ is to be read as: comfort considering our risk appetite, the complexity of our enterprise, inherent limitations to these systems and other disclosures on these systems in our management report;
that, based on the of current states of affairs, it is justified that the financial reporting is prepared on a going concern basis; and
that the report states the material risks, as referred to the best practice provision 1.2.1, and the uncertainties, to the extent that they are relevant to the expectation of the company’s continuity for a period of twelve months after the preparation of the report.
Due to inherent limitations to risk management and control systems, the above does not imply that these systems and procedures provide certainty as to the realisation of strategic, operational, compliance and reporting objectives, nor that they can prevent all misstatements, inaccuracies, fraud, operational issues, and non-compliance with laws and regulations.
The Management Board confirms that, to the best of its knowledge:
The financial statements for 2025 give a true and fair view of Basic-Fit’s assets, liabilities, financial position and comprehensive income and those of the companies included in the consolidation taken as a whole.
The Management Board report provides a true and fair view of Basic-Fit’s position as of 31 December 2025, and of Basic-Fit’s development and performance in 2025 and of its affiliated companies whose information has been included in its financial statements, and describes the key risks Basic-Fit faces.
The Management Board concluded that it is justified that the financial reporting is prepared on a going concern basis and sustainability statements have been prepared in accordance with the European Sustainability Reporting Standards (ESRS), as adopted by the European Commission, and are compliant with the double materiality assessment process carried out by Basic-Fit to identify the information reported pursuant to the ESRS; and are compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
The Management Board report discloses all material risks and uncertainties that are relevant regarding the expectations as to the continuity of Basic-Fit for the 12-month period after the date this Management Board report was prepared.
Hoofddorp, 10 March 2026
René Moos, CEO
Maurice de Kleer, CFO