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Business combinations | 12 Months Ended
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Dec. 31, 2025
Disclosure of detailed information about business combination [abstract] |
Business combinations | 39. Business combinations Acquisition of the ZEGNA business in Qatar On December 7, 2025, the Group acquired the ZEGNA business in Qatar, including its network of two ZEGNA retail stores that were converted from wholesale to DTC stores after previously being managed under franchising arrangements. The business is held through Zegna Doha Trading W.L.L., a newly incorporated entity in which the Group holds a 70% interest, with the remaining 30% held by the local partner, which continues to provide operational support in the region. The purchase consideration was €1.1 million and is expected to be paid in the first half of 2026. The consideration was equal to the fair value of the net assets acquired and no goodwill was recognized on the acquisition. Acquisition of the ZEGNA business in South Korea On January 1, 2024, the Group acquired a 100% interest in Ermenegildo Zegna Korea Co. Ltd, following which the Group began directly operating its ZEGNA business in South Korea and its network of stores. Details of the purchase consideration, the net assets acquired and goodwill are presented below.
(€ thousands) | At acquisition date
Cash consideration paid | 8,970
Settlement of pre-existing intercompany balances | 2,540
Total consideration | 11,510
The assets and liabilities recognized as a result of the acquisition are as follows:
(€ thousands) | Fair value at acquisition date
Cash and cash equivalents | 210
Trade receivables | 1,560
Inventories | 4,518
Intangible assets and property, plant and equipment | 1,014
Other current and non-current assets | 109
Trade payables and customer advances | (321)
Employee benefits | (931)
Other current and non-current liabilities | (2,929)
Net identifiable assets acquired | 3,230
Goodwill | 8,280
Net assets acquired including goodwill | 11,510
Goodwill arising from the acquisition of €8,280 thousand is primarily attributable to the expected synergies from combining operations of the acquiree and the acquirer. Acquisition-related costs of €33 thousand were expensed as incurred. Details of the net cash outflows related to the acquisition are shown below:
(€ thousands) | At acquisition date
Cash consideration paid | (8,970)
Cash and cash equivalents acquired | 210
Payment of acquisition-related liabilities | (967)
Net cash outflow - Investing activities | (9,727)
The acquired business contributed revenues of €15,649 thousand and a net loss of €24 thousand to the Group for the period from the date of acquisition (January 1, 2024) until December 31, 2024. Trade receivables had a gross contractual value of €1,576 thousand and the best estimate at the acquisition date of the contractual cash flows not to be collected is €16 thousand. Acquisition of Thom Browne business in South Korea On July 1, 2023, Thom Browne began directly operating its business in South Korea and its network of 17 stores. The business is now wholly owned through Thom Browne Korea Ltd., a newly formed and wholly owned company, and operates in the region with external support from the former franchise partner. Details of the purchase consideration, the net assets acquired and goodwill are as follows:
(€ thousands) | At acquisition date
Cash consideration paid | 7,991
Deferred consideration | 18,583
Total consideration | 26,574
At the acquisition date, the Group recognized the net present value of the deferred consideration related to the acquisition of the Thom Browne business in South Korea for €18,583 thousand. The deferred consideration was fully paid in four tranches: two tranches in January and July 2024 of €4,881 thousand and €4,699 thousand, respectively, and two tranches in January and July 2025 of €4,673 thousand and €4,413 thousand, respectively. The assets and liabilities recognized as a result of the acquisition are as follows:
(€ thousands) | Fair value at acquisition date
Inventories | 1,054
Other current assets | 800
Property, plant and equipment | 949
Other current liabilities | (123)
Deferred tax liabilities | (72)
Net identifiable assets acquired | 2,608
Goodwill | 23,966
Net assets acquired including goodwill | 26,574
Goodwill arising from the acquisition of €23,966 thousand is primarily attributable to the expected synergies from combining operations of the acquiree and the acquirer. Acquisition-related costs of €263 thousand were expensed. Details of the net cash outflows related to the acquisition are presented below.
(€ thousands) | At acquisition date
Cash consideration paid | (7,991)
Net cash outflow - Investing activities | (7,991)
The acquired business contributed revenues of €19,668 thousand and a net loss of €1,003 thousand to the Group for the period from the date of acquisition until December 31, 2023. Acquisition of Tom Ford International (TFI) On April 28, 2023, the Group completed the TFI Acquisition, through which it acquired TFI, the company that owns and operates the TOM FORD FASHION business, as part of a transaction in which sole ownership of the TOM FORD brand, its trademarks, and other intellectual property rights were acquired by ELC and the Group has become a long-term licensee for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile, and home design products. The Group will be in charge of the end-to-end TOM FORD FASHION business, from collection creation and development to production and merchandising, as well as retail and wholesale distribution. TOM FORD FASHION, under the Group, operates a network of 66 directly operated TOM FORD FASHION stores globally at December 31, 2025. Before the completion of the TFI Acquisition, the Group already owned 15% of TFI, through its fully owned subsidiary EZ US Holding Inc., and, through the TFI Acquisition, acquired the remaining 85% equity interest. The transaction implied a value for the acquired 85% stake of TFI at $150 million in cash, on a cash-free and debt-free basis and assuming a normalized working capital. The final purchase price has been subject to customary final confirmation of purchase price adjustments related primarily to indebtedness, trade working capital and transaction expenses, as stipulated in the related agreements. No contingent consideration arrangements were agreed as part of the transaction. In connection with the TFI Acquisition, the Group entered into a long-term license agreement through TFI with ELC under which the Group will be licensee for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile, and home design products (as further described below). As a result of the TFI Acquisition, the Group also obtained 100% of Tizeta, for which it previously held a 50% interest and accounted for the investment using the equity method, with the remaining 50% interest owned by TFI and being acquired by the Group through the TFI Acquisition. See Note 17 — Investments accounted for using the equity method for additional information. A financial guarantee provided to TFI in relation to its payment obligations under a bank loan for an amount of $6,875 thousand was closed as part of the transactions contemplated by the TFI Acquisition. No amounts were claimed under the guarantee. The Group has accounted for the TFI Acquisition using the acquisition method of accounting in accordance with IFRS 3 — Business Combinations (“IFRS 3”), which applies the fair value concepts defined in IFRS 13 — Fair Value Measurement (“IFRS 13”) and requires the Group to recognize the assets acquired and the liabilities assumed at their fair values as of the acquisition date of April 28, 2023 (with certain exceptions). Following the TFI Acquisition, the earnings of the Group reflect the impacts of purchase accounting adjustments, including the amortization and depreciation of certain acquired assets. Acquisition-related costs amounted to €5,436 thousand and were expensed in the consolidated statement of profit and loss. Details of the purchase consideration, previously equity interest held and the net assets acquired are presented below.
(€ thousands) | At acquisition date
Cash consideration paid for 85% of TFI | 91,619
Fair value of the previously equity interests held | 21,505
Settlement of pre-existing intercompany balances | 5,949
Total consideration | 119,073
(€ thousands) | Fair value at acquisition date
Cash and cash equivalents | 109,667
Trade receivables | 23,329
Inventories | 82,694
Right-of-use assets | 160,869
Intangible assets and property, plant and equipment | 122,770
Other current and non-current assets | 70,014
Other current and non-current liabilities | (176,147)
Current and non-current lease liabilities | (160,869)
Current and non-current borrowings | (29,890)
Trade payables and customer advances | (28,942)
Employee benefits | (3,259)
Deferred tax liabilities | (51,163)
Net identifiable assets acquired | 119,073
Intangible assets and property, plant and equipment include the fair value of the license agreement under which the Group has become a long-term licensee for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile, and home design products, amounting to €99,295 thousand and determined through an income approach based on the multi-period excess earnings method, which requires an estimate of future expected cash flows. The estimated useful life of the license agreement is 30 years, which includes the 20 guaranteed years as per the contract plus the automatic renewal period of 10 years which is subject to certain minimum performance conditions that management believes will be satisfied based on the business plan and information currently available. Details of the net cash outflows related to the acquisition are presented below.
(€ thousands) | At acquisition date
Consideration paid for 85% of TFI | (91,619)
Cash and cash equivalents acquired | 109,667
Payment of TFI acquisition-related liabilities | (127,158)
Net cash outflow - Investing activities | (109,110)
TFI contributed revenues of €235,531 thousand and a loss of €14,926 thousand to the Group from the acquisition date until December 31, 2023 (including additional costs as a result of the purchase price accounting). If the acquisition had occurred on January 1, 2023, the consolidated statement of profit and loss for the year ended December 31, 2023 would have included additional revenues of €97 million and an additional loss of €17 million (including transaction costs incurred by TFI prior to the closing of the TFI Acquisition). Total assets and total revenues of TFI represent approximately 15.7% and approximately 12.4%, respectively, of the related consolidated financial statement amounts at and for the year ended December 31, 2023. At the acquisition date, trade receivables acquired had a gross contractual value of €24,571 thousand and the best estimate of the contractual cash flows not to be collected was €1,242 thousand. As part of the license agreement, the Group has become a long-term licensee of ELC for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile, and home design products, by virtue of a long-term licensing and collaboration agreement with ELC for 20 years with an automatic renewal for one further 10 year period subject to certain minimum performance conditions. As part of the license agreement, the Group is required to pay minimum annual guaranteed royalties for the term of the license agreement. At December 31, 2025, the remaining minimum annual guaranteed royalties covering the first 10-year period of the license agreement were as follows (undiscounted):
| At December 31, 2025
| (€ millions)(*)
Due within 1 year | 18.5
Due in 1 to 5 years | 83.9
Due in 6 to 7 years | 45.2
Total | 147.6
(*) Translated from U.S. Dollars to Euro at the December 31, 2025 end of day exchange rate. For the remaining term of the license the minimum annual guaranteed royalties to be paid by the Group will be calculated based on a percentage of the net sales of the preceding annual period. The license agreement also requires the Group to make minimum investments for marketing activities as a percentage of net sales of the licensed products as per customary market practices.

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