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Interim / Quarterly Report Aug 1, 2025

4108_rns_2025-08-01_7e6d16c8-976d-4438-bced-fc138ddc2c30.pdf

Interim / Quarterly Report

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REPLY HALF YEAR FINANCIAL REPORT AT JUNE 30 2025

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CONTENTS

BOARD OF DIRECTORS AND CONTROLLING BODIES 3
KEY GROUP RESULTS 5
REPI Y 7
INTERIM FINANCIAL REPORT 2025 21
OTHER INFORMATION 29
EVENTS SUBSEQUENT TO 30 JUNE 2025 31
OUTLOOK ON OPERATIONS 32
HALF YEAR CONDENSED FINANCIAL STATEMENTS AT 30 JUNE 2025 33
NOTES 39
ANNEXED TABLES 74
ATTESTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 8-TER OF CONSOR
REGULATION NO. 11971 OF 14 MAY 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS 82
INDEPENDENT AUDITORS' REPORT 83

BOARD OF DIRECTORS AND CONTROLLING BODIES

BOARD OF DIRECTORS AND CONTROLLING BODIES

Chairman and Chief Executive Officer

Mario Rizzante

Chief Executive Officer

Tatiana Rizzante

Executive Directors

Filippo Rizzante Marco Cusinato Elena Maria Previtera Daniele Angelucci (1) Patrizia Polliotto (1) (2) (3) Domenico Giovanni Siniscalco (1) (2) Secondina Giulia Ravera (1) (2) Federico Ferro Luzzi (1) (2)

Board of Statutory Auditors

Chairman Ciro Di Carluccio

Standing Auditors Piergiorgio Re Donatella Busso

Independent Auditors

PwC S.p.A.

(1) Directors not invested with operational proxies (2) Independent Directors according to the Corporate Governance Code (3) Lead Independent Director

This report has been translated into Enginal Italian version, in case of doubt the Italian version shall prevail.

KEY GROUP RESULTS

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KEY GROUP RESULTS

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YE 2024 % Economic figures
(Euro/000)
15T half 2025 96 15T half 2024 % 15T half 2023 96
2.295.938 100.0 Revenue 1.210.125 100.0 1,114,336 100.0 1.038.908 100.0
410.611 17.9 EBITDA 223.664 18.5 180.459 16.2 154.006 14.8
330,421 14.4 EBIT 188,382 15.6 146.646 13.2 123.677 11.9
313,232 13.6 EBT 179.413 14.8 146.285 13.1 113.561 10.9
211,139 9.2 Net income 124,755 10.3 99,942 9.0 78.451 7.6
YE 2024 Financial figures (Euro/000) 15T half 2025 15T half 2024 15T half 2023
1,300,188 Group Equity ,359,481 1,185,363 1,013,823
2,773 Non-controlling interest 1.546 1,733 1,730
2,630,935 Total assets 2,472,189 2,333,231 2,120,338
52,711 Net working capital 91.793 56.676 54.711
953,876 Net invested capital 998,531 952.248 913.984
349,438 Operating cashflow 129,152 114,935 108,148
349.084 Net financial managerial position (*) 362,495 234,848 101,570
YE 2024 Data per single share (in Euros) 1st half 2025 15T half 2024 15T half 2023
37,411,428 Number of shares 37.411.428 37.411.428 37.411.428
8.83 Operating income per share 5.04 3.92 3.31
5.65 Net income per share 3.33 2.68 2.10
9.34 Cash flow per share 3.45 3.07 2.89
34.75 Shareholders' equity per share 36.34 31.68 27.10
YE 2024 Other information 15 half 2025 15T half 2023
15.667 Headcount 16.261 15.307 14.307

(*) for ESMA net financial indebtedness see Note 30

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REPLY

Reply

Reply specialises in the design and implementation of solutions based on new communication channels and digital media.

With a consolidated presence at an international level, Reply stands out for its ability to guide companies in the digital transformation process, through the new technological paradigms of Artificial Intelligence (Al), Big Data, Cloud Computing, Digital Media and the Internet of Things (IoT).

Reply is characterised by:

  • · a culture oriented towards technological innovation;
  • a flexible structure, capable of anticipating market developments and interpreting new technological drivers;
  • · a delivery methodology with proven success and scalability;
  • a network of companies specialised in areas of expertise;
  • · a team made up of specialists from the best universities;
  • a highly experienced management team; ●
  • · continuous investment in research and development;
  • a network of long-term relationships with its customers. .

The organisational model

With over 16,000 employees, Reply operates with a network structure made up of companies that specialise in the fields of processes, applications and technologies, which represent excellence in their respective areas of expertise.

Processes

For Reply, understanding and using technology means introducing a new enabling factor to processes, thanks to an in-depth knowledge of the market and the specific industrial contexts of implementation.

Applications

Reply designs and creates software solutions aimed at meeting the needs of the company's core business, in various industrial sectors.

Technologies

Reply optimises the use of innovative technologies, creating solutions capable of guaranteeing customers maximum efficiency and operational flexibility.

Reply services

In every Reply project, strategy, creativity, and consultancy converge synergistically to create concrete solutions that respond to the challenges of each sector with an integrated approach.

Reply services include:

  • strategic, communication, design, process and technological consultancy;
  • system integration to make the best use of potential technology, combining business consultancy with innovative technological solutions with high-added value;
  • digital services based on new communication channels and digital trends.

Industry focus

Combining the strength of a network of highly specialised companies with a solid culture of innovation, Reply guides its clients through technological evolution, offering integrated and competitive solutions that ensure sustainable long-term growth.

Automotive

Reply is supporting the transformation of the automotive sector through the integration of artificial intelligence across all phases of the value chain. Today's optimisation of production and logistics processes leverages advanced algorithms to manage procurement, plan production, and automate quality control. Al has been the driver for innovation in proprietary platforms widely used in the sector, such as LEA Reply in logistics and Brick Reply for production execution systems, and it has also been applied to sales and after-sales services, helping to reduce operational costs, increase efficiency, and improve sustainability.

In engineering, AI is contributing the product lifecycle. Thanks to Al, electric vehicles are equipped with systems that optimise battery usage, enhance onboard comfort, and ensure higher levels of safety through advanced sensors and predictive analysis. Additionally, innovative projects in Vehicle-to-Everything (V2X) and Software-Defined Vehicles are enabling the transformation of vehicles into dynamic platforms capable of adapting to external conditions and offering increasingly advanced functionalities to the driver. Reply has introduced Al-based autonomous agents on board vehicles, capable of real-time monitoring of vehicle behaviour and assisting drivers in increasingly complex tasks, enhancing safety and efficiency during driving. The design and implementation of Al-based interfaces demonstrate their ability to improve the interaction between drivers and vehicles significantly, enhancing user experience through intelligent voice assistants based on generative conversational systems. These tools allow for fluid and personalised interactions, supporting drivers with contextual suggestions, vehicle personalisation management, and proactive notifications.

After contributing over the last three years to the development of numerous Al-enhanced configurators in the pre-sale and sale of vehicles, Reply is now investing maintenance and after-sales processes, using computer vision and Al for the automatic analysis of videos and images of vehicles, improving the accuracy and speed of inspections. The adoption of predictive maintenance systems enables the identification of potential failures by analysing the vehicle's usage patterns, preventing unexpected downtimes and ensuring a more reliable experience for customers, especially in industrial and fleet management contexts.

Energy & Utilities

Reply collaborates with leading European players in the Energy & Utilities sector in evolving their operational models and enterprise architectures with the aim of accelerating their alignment with the energy transition and carbon neutrality. Artificial intelligence and machine learning are applied in energy trading processes, field operations, smart grid management, demand optimisation, monitoring and control systems, and compliance.

The accelerators developed by Reply allow sector operators to strengthen the resilience of infrastructure and ensure more secure and reliable energy management. The Reply teams design and implement solutions

in line with the highest standards of safety and resilience, supporting the entire value chain of the sector: optimisation of renewable energy production, asset management with monitoring and robotic inspection systems, flexibility of grid dispatching, management of distributed energy resources and demand, and electric vehicle charging, enabling companies to adapt to market challenges dynamically.

The capacity of Al to evolve processes in the Energy & Utilities sector also extends to the management of renewable energy plants and grids, where loT sensors and predictive analysis optimise energy distribution, minimising overloads and improving grid stability. At the same time, advanced automation solutions, such as Al-equipped robots and drones, simplify maintenance operations and reduce the risks of malfunction. The integration of these technologies not only makes the entire energy ecosystem more efficient but also contributes to meeting sustainability goals, enabling more mindful resource management and a reduced environmental impact.

Financial Institutions

With extensive experience in designing and implementing advanced Al and cloud computing-based solutions, Reply collaborates with banks, insurance companies, asset managers, and consumer credit operators to innovate products, services, and internal processes, improving productivity and operational effectiveness. At the heart of Reply activity is the integration of Al into business processes to meet the growing need for automation, efficiency improvement, and decision optimisation.

In particular, Reply provides clients with Al-based solutions aimed at enhancing financial institutions' ability to extract value from large volumes of data and information from commercial networks. Al has also enabled more precise management of reports received from customers and relationship managers, thanks to their accurate categorisation and identification of recurring trends, contributing to improving the quality and timeliness of responses and transforming them into strategic insights for business development. The introduction of Generative Al has also improved customer onboarding and business development processes. The adoption of Al has had a significant impact in the fields of compliance, cybersecurity, and risk management. Financial institutions have used Reply's solutions to automate complex reporting processes and consolidate large-scale data, improving liquidity and capital risk managements have reduced manual activities, enhancing the accuracy and timeliness of analyses required by regulatory bodies. Al has also been employed to make customer communications in wealth management more effective while ensuring compliance with regulations. In the insurance sector, Al is significantly improving processes such as claims management and underwriting, analysing complex data with greater speed and precision.

The application of Al-driven technologies has also extended to infrastructure management and the automation of IT operations. The adoption of multi-agent architectures has enabled more efficient oversight and reduced operational costs while optimising the resilience and scalability of critical systems. Reply has also played a crucial role in supporting clients in their large transformation projects, addressing complex challenges such as modernising banking legacy systems and migrating critical applications to the cloud. These projects, often central to the long-term competitiveness of financial institutions, have been managed with a distinctive approach that combines technological innovation and deep industry knowledge.

Government & Healthcare

Reply collaborates with public and healthcare institutions, as well as pharmaceutical firms, to optimise procedures, improve services offered to citizens, and leverage technological innovation to make public administration more efficient and resilient. In particular, the integration of multi-platform and advanced automation enhances the accessibility and responsiveness of public information systems, accelerating decision-making and operational processes. A significant example is the support for managing the European Directive on Falsified Medicines, implemented through one of the largest cloud-based solutions in Europe.

In the public administration sector, Reply uses Al-based tools to modernise legacy systems, facilitating migration to modern languages through the automation of code and documentation generation. Reply also develops vertical solutions to improve welfare systems and citizen services, optimising data management and facilitating access to information. Special attention is given to security and interoperability, ensuring that innovations are introduced responsibly, with high standards of privacy and data protection.

In healthcare, Reply simplifies the management of complex information, such as treatment protocols and national and regional regulations. Thanks to machine learning tools, it is also possible to analyse regulatory documents to identify necessary changes and actions, ensuring compliance with continually evolving regulations. All responsible introduced by Reply enable modern architectures based on intelligent agents for more effective and secure healthcare assistance. The solutions aim to improve the planning and delivery of services, with a direct impact on patient outcomes.

Artificial intelligence also plays a key role in processing large amounts of biomedical data and radiomics, improving early diagnosis, therapy personalisation, and continuous patient monitoring, In this context, the X-RAIS Reply platform supports doctors in analysing X-rays, ultrasounds, and CT scans, facilitating the identification of anomalies and optimising the interpretation of diagnostic images. Furthermore, thanks to Alenhanced intuitive dashboards, healthcare operators can quickly access critical information extracted from medical records, supporting rapid and informed decision-making. This approach not only optimises diagnostic procedures but also ensures a high level of reliability, keeping the physician at the centre of the decision-making process.

Logistics

In the logistics sector, artificial intelligence is transforming processes and operations through advanced solutions that enhance the efficiency of supply chains, logistics sites, and transport. In this context of evolution, Reply supports both traditional logistics operators and supply chain activities in other sectors.

In warehouses, sophisticated algorithms optimise picking, inventory management, and resource allocation, while in sorting centres, computer vision technologies enable the detection of anomalies in package distribution. Additionally, Al models have also been successfully employed to analyse demand and container allocation, allowing for more accurate capacity planning. These applications translate into increased precision in operations and more efficient use of resources, supported by forecasts based on historical data and specialised skills.

In the context of maintenance, Reply collaborates with leading logistics operators to develop Al-based solutions that not only facilitate predictive maintenance of sorting equipment and commercial vehicles but also allow for more effective planning of delivery vehicle routes, minimising times and costs and

strengthening companies' ability to respond swiftly to potential supply chain disruptions. However, the application of Al is not limited to operational efficiency: by analysing large volumes of logistics data, companies can gain valuable strategic insights, while real-time tracking systems and advanced conversational platforms enhance user experience and transparency throughout the entire supply chain. Reply continues to invest in the development of LEA Reply, the modular platform at the contre of its logistics offering. Thanks to the integration of Al and computer vision, LEA Reply provides increasingly comprehensive visibility of goods flows along the supply chain and, through proactive management of logistics processes enabled by the analysis of insights, allows for performance optimisation with positive effects both on business results and the environmental impact of operations. The platform also integrates autonomous systems, such as robots and drones, to improve efficiency in highly automated environments and expand operational coverage. Recognised by numerous market analysts as one of the global leaders in logistics and WMS, the solution now supports significant e-commerce platforms and the omnichannel capabilities of clients in sectors such as automotive, fashion, retail, and food & beverage.

Manufacturing

The adoption of artificial intelligence in the manufacturing sector is enabling new modes of data analysis, optimisation of industrial processes, and innovation in manufacturing supply chains. Reply consolidates its role as a strategic partner for major industrial groups by introducing Al throughout the production cycle, from optimising planning and scheduling to supply chain management and production control with intelligent anomaly detection. These solutions aim to optimise resources and increase productivity, transforming factories into interconnected and dynamic ecosystems capable of continuous learning and improvement.

The integration of automation, advanced sensing, and cloud-native platforms allows manufacturing companies to make more informed and timely decisions. Reply supports this transition by offering modular and customised solutions in ERP, MOM, and MES, leveraging the capabilities of proprietary platforms such as Brick Reply, LEA Reply, and Axulus Reply, which facilitate the optimisation of operations and the management of the industrial production lifecycle. Reply's platforms, enhanced by AI, can respond to questions posed in natural language and generate real-time analyses, providing a solid foundation for strategic decisions in the most critical areas.

In the context of the supply chain, artificial intelligence increasingly enables the analysis and optimisation of material flows, improving planning and reducing inefficiencies. The adoption of Al also significantly impacts sustainability, helping to reduce energy consumption and optimise material use: algorithms capable of adapting to unexpected variations in demand or material availability allow for keeping production plans aligned with business objectives, reconciling productivity and sustainability.

The flexible and modular architectures developed by Reply stand out for their ability to integrate edge computing and computer vision in factories, innovating automated quality control and overcoming the limitations of manual inspection. Product defects and anomalies in processes are detected and classified with extreme precision, ensuring high production standards. Predictive maintenance is also used in post-sales services, and it leverages Al-based models on real-time data to monitor plant performance, prevent failures, and minimise downtime.

Retail & Luxury

From the design and implementation of omnichannel solutions for physical and digital sales to the optimisation of logistics networks, Reply is working with major players in the sector to improve productivity and make processes more scalable and efficient. A central role is played by Al and multi-agent architectures, which are enabling innovation in areas such as inventory management, price optimisation, and customer engagement.

Conversational commerce systems and digital assistants based on autonomous agents employed in customer care and sales recommendation are changing the way brands interact with consumers. Highly personalised multichannel campaigns are making it possible to reach diverse targets, while the automation of complex processes allows brands to focus resources on high-value strategic activities. Additionally, Generative Al is now being successfully used to create innovative content for marketing and communication, with significant results also in the luxury sector. At the same time, the use of 3D enables new service and distribution models with use cases such as make-to-order.

In physical retail stores, Reply is introducing experiences such as virtual try-ons that improve operational efficiency and the shopping experience: projects realised aim to transform stores into dynamic and integrated environments, where the boundary between physical and digital dissolves to offer a unique and engaging experience, strengthening brand positioning and the ability to innovate and anticipate consumer expectations. In logistics and operations management, the predictive analysis of historical data and Al-driven automation of complex processes, such as shipping planning and load optimisation, are improving retailers' ability to respond to demand fluctuations and logistical constraints.

Telco & Media

Reply is alongside leading European telecommunications companies in their transition towards sustainable and profitable business models: a process that begins with the redefinition architectures from an Al perspective to enable new technologies and innovative services. Reply also consolidates its position in infrastructure, offering specialist expertise in Network Engineering, Operations, Testing, and Validation to support the management and evolution of networks.

The adoption of Al also fosters the development of new services and the enhancement of key assets, such as networks and connectivity. The composable and OTT-like approach to Business Support Systems (BSS) aims to create flexible solutions, leveraging previous investments in legacy systems. Multi-agent architectures integrate automated tasks and workflows, enabling companies to respond with more agjity to customer needs. Customer services are becoming increasingly conversational thanks to the use of large language models, which enable fluid and personalised interactions, improving user experience and operational efficiency.

In the media sector, leveraging its assets, such as the Discovery Reply asset management platform, and utilising advanced Al skills, Reply has supported the valorisation of multimedia assets and the creation of cutting-edge network operations centres and studios. The specialised companies and agencies of the Group have accompanied publishers in producing innovative content, particularly in social media, optimising editorial processes such as copywriting, audio generation, and video production. This integration accelerates production and allows publishers to offer hyper-personalised content based on user preferences and realtime data analysis.

Ai-driven innovation

A protagonist of the era of artificial intelligence, Reply applies its expertise in consulting and technology to guide clients in adopting effective Al solutions and evolving their business models.

Knowledge Management

Generative Al is changing how companies approach knowledge management by organising, and leveraging their information, both structured. Reply is at the forefront of this transformation, developing innovative solutions that harness the potential of Al to create more efficient and effective knowledge ecosystems.

The use of increasingly vertical large language models, specialised for different industries, is progressively expanding, allowing the development of conversational systems that enable companies to extract, reaggregate, and redistribute knowledge in a conversational format. Reply supports companies in using these models at the enterprise level, customising their knowledge on specific specialist topics for each sector. Through the use of vector databases and RAG (Retrieval-Augmented Generation) systems, data is not only stored but transformed into structured and easily accessible knowledge, allowing for a rapid conceptual representation of specific knowledge areas relevant to the business context. Reply is also focusing on developing accelerators capable of recognising relationships between concepts without the need for specific training on each connection with knowledge bases more intuitive and effective. Companies can thus improve the management of their information securely, facilitating the search and use of business information, potentially integrated and enriched with external data sources.

The evolution of knowledge management is leading companies to digitise entire processes, shifting the focus from automating simple activities to the comprehensive management of complex workflows. With the increasingly widespread adoption of "copilots" and advanced AI agents among knowledge workers, Reply has assisted clients across various sectors and organisational divisions in creating new application architectures where traditional functions and workflows are integrated with activities performed by Al agents trained on business knowledge and specific use cases. In finance, for example, Al agents are used to automate the management of comments, ensure regulatory compliance, and synthesise complex financial reports into essential insights. In procurement, agents can systematise information and data related to suppliers and their offers, aided by multimodal models that can interpret information contained in images and complex documents. In customer service, the vast availability of incoming data now allows Al agents to "grow" and specialise, improving the quality of responses given autonomously and reducing the resolution times for requests while supporting operators in delving into more complex cases.

However, Reply's experience shows the importance of designing and incentivising the widespread adoption of these tools with advanced change management strategies so that they have significant impacts on productivity and work quality. To this end, Reply has collaborated with Microsoft to create an immersive experience that, through gamification techniques, allows users to understand the transformative potential offered by the integration of Al tools into everyday business processes.

Software Development

The introduction of Al is innovating every phase of the software development lifecycle, both within Reply's internal development factories and those shared with clients. From requirements gathering to specifications creation, through coding to software release activities, Al has enabled the automation of repetitive tasks, improving the efficiency and quality of solutions.

The adoption of autonomous agents capable of collaborating with each other has allowed for innovation not only in requirements management, enhancing needs analysis and structuring user stories but also in the testing and quality assurance phases of software. Thanks to its expertise in quality engineering, Reply has defined a suite of specialised agents that ensure continuous and proactive code review: predictive bug analysis allows for timely interventions that reduce costs and correction times, while automation in test case generation and script optimisation enhances the efficiency of testing processes. The management of release cycles and code integrity control has also been significantly optimised, opening new opportunities not only to accelerate development but also to ensure more robust and secure code.

The paradigm shift introduced by Al is thus having a significant impact on the operational efficiency of software engineering departments. Autonomous agents, powered by increasingly advanced and multimodal large language models, will be able to operate more independently, with Reply experts involved in analysing any critical issues. With the introduction of advanced guardrails and performance optimisation tools, Reply is further improving the overall quality of projects, ensuring increasingly reliable and efficient solutions.

Already today, Al allows for a radical rethink of the approach to application creation, bringing conversational interaction into transactional contexts. The extensive use of Al by development teams has also paved the way for new use cases, particularly in modernising legacy systems. With the adoption of Al-based solutions, Reply supports its clients across various industries in transitioning critical systems to more modern architectures while maintaining operational continuity and extracting value from obsolete infrastructures.

Customer Interaction

Thanks to conversational systems and multi-agent architectures, the way companies communicate, assist, and engage with their customers is evolving: it is now possible to manage complex requests and provide responses more quickly and accurately. Reply has developed conversational systems and agents that not only solve recurring problems but can also suggest personalised products and services, offering natural interactions that understand and contextualise human language. These systems, potentially active 24 hours a day, ensure continuous customer support, improving satisfaction and increasing business efficiency.

By analysing large volumes of data on user behaviours and preferences, Reply has designed Al-based systems capable of anticipating needs, suggesting targeted products or services and constructing bespoke messages for each customer/ prospect, thereby increasing conversion probabilities. The integration of these solutions in conversational commerce contexts is making it possible to create hyper-personalised marketing campaigns that offer tailored experiences, enhance cross-selling opportunities, and improve brand perception.

A strong area of expertise for Reply is the development of digital humans, which use artificial intelligence to present concepts, solutions, and offerings clearly. These digital figures, customisable for different languages and markets, offer increasingly natural and engaging dialogues thanks to advancements in hyper-realistic design and linguistic generation systems. One area where Reply focuses its attention of

affective computing models to enrich digital humans with emotional reasoning capability, or the ability to autonomously decide-not through pre-programmed rules-when to simulate emotions, smile or show empathy. Thanks to these models, real-time 3D technologies, and advanced graphic hyperrealism, Reply's digital humans can faithfully reproduce facial expressions, and body movements, adjusting their emotional reactions based on context and the memory of the interaction, offering an empathetic and engaging experience.

In the realm of content production, Reply has further consolidated its competencies in the use of Al-based tools to generate images, videos, and sounds, giving rise to its own Al-based production studio. As technology evolves, Reply's clients will be able to produce increasingly larger volumes of high-quality content, simplifying the creation of complex outputs such as videos or films and enabling the production of highly customised materials for specific audience segments. The growing specialisation of creative agents will open new opportunities for companies, enhancing the productive capacity and efficiency of marketing, communication, sales, and post-sales teams.

Robotics

Al is changing the physical world the creation of intelligent and autonomous systems capable of interacting with their surrounding environment. This progress is particularly evident in robotics, where advanced algorithms allow robots to dynamic and complex contexts. The adoption of increasingly sophisticated models opens new possibilities in various sectors, such as autonomous mobility and industrial automation, providing innovative solutions to enhance efficiency and safety. Application areas are, for instance, the autonomous inspection of industrial plants and reconnaissance missions, activities that traditionally require significant resource investment and pose risks to operators.

Reply is developing spatial computing solutions to enhance the precision of autonomous mobile robots in industrial contexts. The use of immersive devices allows operators to intuitively interact with robots, managing their movements and leveraging advanced functionalities such as hand tracking or controllers for precise manipulation of robotic arms. Furthermore, essential information for operational decision-making, such as monitoring data and detailed maps of facilities, is accessible remotely in real-time thanks to a cloud infrastructure, ensuring the seamless integration of this data into industrial systems.

The introduction of Al-enhanced robots not only increases the safety and reliability of production processes but also makes companies more resilient to unforeseen events. In manufacturing, collaborative robots (cobots) support production activities by optimising processes and reducing errors, while autonomous mobile robots (AMRs) improve logistics by making quick decisions based on environmental conditions. These advancements contribute to reducing the risk of accidents and enhancing workplace safety, making operations more efficient.

The combination of increased cognitive and multimodal capabilities of robots and the simplification of direct and remote management interfaces now allows operators to monitor and manage robots more easily, without the need for intensive training. However, the large-scale adoption of these technologies poses new challenges related to data availability and quality, an aspect in which Reply is investing with mixed teams of Al experts and industry specialists.

Foundations

Founded on the pillars of digital innovation, Reply is progressively integrating artificial intelligence into every aspect of its services to design and implement new processes, products, and business models that generate tangible value for clients.

Cloud Computing

Cloud computing continues to represent a highly strategic area for Reply, which stands out internationally for enabling cloud-native operational models, multi-cloud solutions, and application modernisation services. Reply's expertise is recognised by leading global hyperscalers (AWS, Google, Microsoft, and Oracle) and extends to major enterprise platforms, including those from Adobe, Salesforce, and SAP.

Reply's established experience covers the entire cloud lifecycle, from architectural design to 24/7 operational management, with focus on cloud governance, security, financial and operational management, and data optimisation in multi-cloud and hybrid environments. Highly specialised teams also develop vertical solutions "as a Service" for sectors such as manufacturing, financial services, automotive, energy & utilities, and retail. The push for cloud adoption is increasingly linked to the intelligence into business processes. Reply, with the evolution of its Cloud Centre of Excellence into an Al Centre of Excellence, is guiding companies in enabling Al Operating Models that combine governance, automation, and operational cloud management with the capabilities of generative artificial intelligence. Simultaneously, Al-driven automation has helped Reply clients streamline cloud operations, improving the resilience and governance of their systems. Advanced tools can now detect anomalies, predict issues, and autonomously resolve criticalities, reducing downtime and ensuring optimal operational continuity.

Reply's solutions also support the automation of DevSecOps processes by identifying workflow errors and proposing immediate corrections, making adopting multi-cloud environments more effective. Thanks to this synergy, client companies can manage complex infrastructures more efficiently, automating repetitive tasks and minimising risks while maintaining high security and reliability standards.

Cybersecurity

Reply stands out in the cybersecurity landscape for an approach that integrates technological innovation, cross-cutting regulatory expertise, and specific industrial sectors. Cybersecurity experts work synergistically with risk management and compliance professionals to address the increasingly pressing challenges posed by regulations, such as the NIS-2 directive and the AI ACT, providing clients with strategic support to identify and manage the cyber risks they face and strengthen their digital infrastructures while ensuring adherence to increasingly stringent security and operational resilience standards.

Today, companies are facing a paradigm shift driven by the increasing adoption of artificial intelligence and automation solutions. On the one hand, technologies such as machine learning the ability to detect and counteract threats; on the other, the rise in Al-based attacks and the rapid expansion of IoT are broadening the attack surface. In this context, the "security and compliance by design" approach is essential for integrating security from the design phase of systems. Reply's offerings extend across all areas of cybersecurity, with particular attention to digital platforms, the industrial sector, and connected products. The introduction of Al-based tools enables quicker identification of vulnerabilities and the design of preventive

solutions that can enhance overall resilience. This proactive approach reduces response times to attacks and translates into significant benefits for industrial and public infrastructures.

Central to Reply's solutions are pervasive security and DevSecOps methodologies, which promote the adoption of security measures from the design phase, minimising risks throughout the entire application lifecycle. Additionally, to address increasingly sophisticated threat scenarios, Reply promotes innovative testing techniques, such as Al Red Teaming, which simulates Al-based attacks and rigorously tests defence systems. Furthermore, Reply fosters the creation of multidisciplinary teams in collaboration with its clients to support the building of robust and adaptable cybersecurity defences tailored to the specific needs of businesses, with vertical specialisations according to the countries in which clients operate.

Connected Products & Solutions

Reply's offering in Connected Products & Services fits into a continuously evolving context, where the Internet of Things is radically changing how people interact with everyday products and services. Leveraging the growing interest in connected devices such as smart homes, wearables, intelligent vehicles, and connected health solutions, Reply has developed innovative solutions that use edge computing, Al, and cloud computing to enhance efficiency and user experience. These devices can collect and analyse large amounts of data, enabling companies to provide personalised, value-added services to their customers.

Reply's connected solutions not only improve usability but also provide tangible benefits in terms of quality of life, health, and safety. For instance, connected devices in the home, such as energy management systems and security devices, offer consumers the ability to monitor and optimise their resources in real time, increasing efficiency and reducing consumption and risks. In industrial sectors, Reply supports manufacturing and logistics companies in implementing predictive maintenance systems, improving production management and the handling of goods, reducing downtime, and optimising the entire value chain.

The trend of increasing adoption of connected technologies is also driving the development of new business models that go beyond simple product sales. Reply collaborates with companies to create "servitisation" models, where industrial machinery and other connected devices are remotely managed throughout their useful life. This approach allows for the creation of new revenue streams for companies while improving the management of the products and services offered. Reply's solutions are characterised by the use of increasingly sophisticated interfaces that leverage natural language processing for intelligent voice interactions, thereby providing increasingly advanced experiences for both consumers and operators.

In the medium term, loT and artificial intelligence integration promises to open new frontiers in automation and process optimisation. Reply is leveraging its established experience in the automotive, logistics, and insurance sectors to create advanced solutions, such as Al in-vehicle assistants and predictive maintenance for cars and industrial vehicles. Furthermore, the use of Al-powered visual inspection systems and smart warehouses is already optimising logistics and contributing to the digital transformation of numerous industries

Customer & Digital Experience

The landscape of digital experience is continuously evolving, influenced by rapid technological advancements and rising consumer expectations. In this context, Reply stands out as a strategic partner for companies, supporting them in adopting innovative solutions that create unique and personalised

experiences, thanks to an extensive network that combines design, technological expertise, and process consulting, Reply assists client companies in adopting artificial intelligence, integrated platforms, and omnichannel strategies to redefine how they interact with their customers, increasing satisfaction and improving service quality.

Reply uses generative Al solutions to automate and optimise the creation of content for marketing campaigns, newsletters, and personalised messages. Additionally, in the realm of customer service, Reply integrates advanced conversational systems and digital humans that can provide quick and precise resucing wait times and improving operational efficiency. With these tools, companies can not only resolve complex issues but also offer experiences that adapt in real-time to the individual needs of consumers. Another fundamental aspect is hyper-personalisation, which is made possible by analysing data collected through CRM, DXP, and CDP solutions. Reply helps companies leverage these technologies to gain a comprehensive view of the customer and create tailored Al-driven experiences, ranging from personalised recommendations to the configuration of "premium" services. In retail, for example, companies can use artificial intelligence and geospatial analysis to propose targeted offers, turning every interaction into a unique engagement opportunity. Reply is leading the transition to omnichannel systems that seamlessly combine digital and physical interactions. This approach allows consumers to choose products, configure services, and complete purchases and payments quickly and conversationally, combining the opportunities of physical stores with the advantages of online platforms. Such integration not only increases customer flexibility and satisfaction but also provides companies with a comprehensive view of the customer journey, which is essential for anticipating future needs and continually improving the experience offered.

Data

Reply has a solid track record as a partner for companies looking to maximise the value of their investments in data-driven technological solutions such as ERP, CRM, and CDP. A distinctive aspect of Reply's offering is its ability to combine data platforms, loT, and cloud computing to create intelligent and scalable ecosystems. In key sectors such as automotive and manufacturing, where real-time data management is essential to ensure safety and efficiency, Reply proposes solutions capable of processing large volumes of data immediately and reliably. By integrating artificial intelligence into data management processes, it is now possible to extract new business value through significant improvements in data quality. Al-powered systems handle data cleansing, harmonisation, and management automation, significantly reducing manual intervention. The rapid growth of the synthetic data offering adds further value, enabling advanced simulations while preserving the privacy of original data, which is particularly important in regulated areas such as finance, pharmaceuticals, and healthcare. Furthermore, with Al, Reply teams are assisting client companies in leveraging traditionally overlooked or unstructured data sources, such as documents, audio, and video, opening new opportunities for growth and operational improvement. Reply's approach to data management integrates heterogeneous sources while respecting data privacy and compliance, allowing for the definition of new services and business models in both B2C contexts. The adoption of Al for automated data governance is another area of market interest. Through intelligent systems, companies can monitor compliance with regulations in real time, ensuring that regulatory changes are implemented promptly. Additionally, Al helps to track the provenance and use of data throughout the value chain, a need particularly felt in financial institutions where transparency of data flows is essential for risk management and regulatory compliance.

INTERIM FINANCIAL REPORT 2025

FINANCIAL REVIEW OF THE GROUP

INTRODUCTION

The Half-Year condensed report for the period ended June 30, 2025 has been prepared in accordance with the Legislative Decree. 58/1998, as amended, and the "Regolamento Emittenti" issued by Consob. The Report also conforms with the requirements of the International Financial Reporting Standards ("IFRS") issued by International Accounting Standards Board ("IASB") adopted by the European Union and has been prepared in accordance with IAS 34 - Interim Financial Reporting.

TREND OF THE FIRST HALF

Since the start of the year, the Group has recorded a consolidated turnover of €1,210.1 million which is an increase of 8.6% compared to the same period in 2024.

All indicators are positive for the period. In the first half of 2025 consolidated EBITDA of €223.7 million compared to the €180.5 million recorded in 2024, and corresponds to 18.5% of turnover.

EBIT, from January to June, was €188.4 million in 2024), corresponding to 15.6% of turnover.

Pre-tax profit, from January to June 2025, was €179.4 million in 2024), corresponding to 14.8% of turnover.

As regards the second quarter 2025, the Group's performance was also positive, with consolidated turnover for the period of €606.7 million, up by 8.3% compared to 2024.

EBITDA, from April to June 2025, amounted to €118.4 million, with EBIT of €99.7 and pre-tax profit of €92.5 million.

As at 30 June 2025 the Group's net financial positive for €362.5 million, while at 31 March 2025 it was positive for €537.0 million. The financial position at 31 December 2024 was positive for €349.1 million. The Group strategy focused on artificial intelligence, data management and the cloud supported solid growth in the first half of 2025, confirming Reply as one of the leading players in the sector and enhancing the Group's ability to transform technological vision into concrete value for customers.

Today artificial intelligence is revolutionising every sector, permeating core processes. In this scenario, it is not enough to integrate intelligent technologies; it is essential to imagine new systems capable of learning, collaborating and adapting in real time, evolving together with the constantly changing needs of businesses. For this reason in the coming months Reply will be investing decisively in three directions: agentic Al, silicon shoring and pre-build Al applications. They are considered the foundations of a new software engineering, based on autonomous, secure, and scalable ecosystems. The Group's goal is to build distributed Al architectures, integrated into business processes and capable of enhancing them natively. From autonomous vehicles to energy, from hyper-personalised banking to intelligent public services, Reply aims to enable software-defined models where processes are enriched by Al, interactions are guided and supported by data, and each system is designed to evolve in line with the organisation itself.

RECLASSIFIED CONSOLIDATED STATEMENT OF INCOME

Reply's performance is shown below in the following reclassified consolidated income statement of the first half and is compared to the corresponding figures of the previous year:

(thousand Euros) 1st half 2025 96 15T half 2024 ర్థం
Revenues 1,210,125 100.0 1,114,336 100.0
Purchases (29,031) (2.4) (21,259) (1.9)
Personne (66/,5/1) (55.2) (625,388) (56.1)
Services and other costs (308,533) (25.5) (287,937) (25.8)
Other operating (costs)/income 18,674 1.5 707 0.1
Operating costs (986,641) (81.5) (933,876) (83.8)
Gross operating income (EBITDA) 223,664 18.5 180,459 16.2
Amortization, depreciation and write-downs (52,369) (4.3) (31,427) (2.8)
Fair value adjustments to deferred consideration 17,087 1.4 (2,386) (0.2)
Operating income (EBIT) 188,382 15.6 146.646 13.2
(Loss)/gain on investments (3,223) (0.3)
Financial income/(expenses) (8.969) (0.7) 2,861 0.3
Income before taxes 179.413 14.8 146,285 13.1
Income taxes (53,824) (4.4) (44. /64) (4.0)
Net income 125,589 10.4 101,521 9.1
Non-controlling interests (834) (0.1) (1,580) (0.1)
Net income of the Parent company 124,755 10.3 99.942 9.0

RECLASSIFIED CONSOLIDATED STATEMENT OF INCOME OF THE SECOND QUARTER

Reply's second quarter performance is shown below in the following reclassified income statement of the second quarter and is compared to corresponding figures of the previous second quarter:

(thousand Euros) Q2 2025 % Q2 2024 %
Revenues 606,722 100.0 560,034 100.0
Purchases (13,436) (2.2) (10,485) (1.9)
Personnel (345,052) (56.9) (316,957) (56.6)
Services and other costs (146,848) (24.2) (139,199) (24.9)
Other operating (costs)/income 16,968 2.8 (234)
Operating costs (488,368) (80.5) (466,876) (83.4)
Gross operating income (EBITDA) 118,354 19.5 93,159 16.6
Amortization, depreciation and write-downs (35,750) (5.9) (16,233) (2.9)
Fair value adjustments to deferred consideration 17,087 2.8 (2,386) (0.4)
Operating income (EBIT) 99,692 16.4 74,540 13.3
(Loss)/gain on investments (3,223) (0.6)
Financial income/(expenses) (/,21/) (1.2) 1.853 0.3
Income before taxes 92.475 15.2 73,170 13.1

REVENUE BY REGION (*)

(*)
Region 1: ITA, USA, BRA, POL, ROU, CHN (Nanjing), Region 2: DEU, CHE, CHN (Bejing), HRV, POL Region 3: GBR, LUX, BEL, NLD, FRA

REVENUE BY BUSINESS LINES

1st half 2024

TREND IN KEY ECONOMIC INDICATORS

ANALYSIS OF THE FINANCIAL STRUCTURE

The table below illustrates the Group's financial structure as at June 30, 2025, compared to December 31, 2024:

(thousand Euros) 30/06/2025 % 31/12/2024 లిం Change
Current assets 862,783 969.502 (106, / 20)
Current liabilities (//0,988) (916,192) 145,802
Working capital, net (A) 91,793 52,711 39,083
Non-current assets 1,073,566 1,123,832 (50,266)
Non-current liabilities (166,828) (22,666) 55,838
Fixed capital (B) 906,738 901.165 5,572
Invested capital, net (A+B) 998.531 100.0 953.876 100.0 44.655
Shareholders' equity (C) 1,361,027 136.3 1,302,960 136.6 58.066
NET FINANCIAL POSITION (A+B-C) (362,495) (36.3) (349.084) (36.6) (13,411)

Net invested capital as at June 30, 2025, amounted to 998,531 thousand Euros, was funded by Shareholders' equity for 1,361,027 thousand Euros and by available overall funds of 362,495 thousand Euros.

lt is to be noted that net invested capital includes Due to minority shareholders and Earn-out for a total of 52,283 thousand Euros (109,600 thousand Euros at 31 December 2024); this item is not included in the net financial managerial position. For the ESMA Net financial indebtedness see note 30.

The following table provides a breakdown of net working capital:

(thousand Euros) 30/06/2025 31/12/2024 Change
Work in progress 235.899 68.369 167,530
Irade receivables 477.484 757.558 (280.074)
Other assets 149.400 143,576 5.824
Current operating assets (A) 862,783 969,502 (106,720)
I rade payables 177,608 183,233 (5,624)
Other liabilities 593.381 733.559 (140,178)
Current operating liabilities (B) 770,989 916.792 (145.802)
Working capital, net (A-B) 91,793 52,711 39,083
% return on investments 3.8% 2.3%

With reference to working capital related to business operations, which would therefore include only trade receivables, work in progress and trade payables, return on revenue would be equal to approximately 10.9% compared to 13.7% of the previous year.

NET FINANCIAL MANAGERIAL POSITION AND CASH FLOWS STATEMENT

(thousand Euros) 30/06/2025 31/12/2024 Change
Cash and cash equivalents, net 458.811 491,713 (32.903)
Current financial assets 68.954 45,767 23.187
Due to banks (13.6/ /) (19.564) 5.887
Due to other providers of finance (167) (64) (103)
Financial liabilities IFRS 16 (33,308) (35,163) 1.855
Short-term financial position 480.613 482.689 (2,076)
Due to banks (37,741) (48,910) 11,169
Due to other providers of finance (150) (150)
Financial liabilities IFRS 16 (80.227) (84,695) 4.468
M/L term financial position (118,117) (133,604) 15,487
Total net financial managerial position 362.495 349.084 13.411

Change in the item cash and cash equivalents is summarized in the table below.

(thousand Euros) 30/06/2025
Cash flows from operating activities (A) 129.152
Cash flows from investment activities (B) (15.588)
Cash flows from financial activities (C) (80,629)
Change in cash and cash equivalents (D) = (A+B+C) (27,066)
Cash and cash equivalents at beginning of period (*) 491,713
Effects of exchange rate differences on cash and cash equivalents 5.837
Cash and cash equivalents at year end (*) 458.811
Total change in cash and cash equivalents (D) (27.066)

(*) Cash and cash equivalents are net of current overdrafts

The complete consolidated cash flow statement and the details of cash equivalents net are set forth in the financial statements.

OTHER INFORMATION

RESEARCH AND DEVELOPMENT ACTIVITIES

Reply offers high technology services and solutions in a market where innovation is of primary importance.

Reply considers research and continuous innovation a fundamental asset in supporting clients with the adoption of new technology.

Reply dedicates resources to Research and Development activities in order to project and define highly innovative products and services as well as possible applications of evolving technologies. In this context, Reply has developed its own platforms.

Reply has important partnerships with major global vendors so as to offer the most suitable solutions to different company needs. Specifically, Reply boasts the highest level of certification amongst the technology leaders in the Enterprise sector.

INTERGROUP TRANSACTIONS AND WITH RELATED PARTIES

During the period, there were no transactions with related parties, including intergroup transactions, which qualified as unusual or atypical. Any related party transactions formed part of the normal business activities of companies in the Group. Such transactions are concluded at standard market terms for the nature of goods and/or services offered, these transactions took place in accordance with the internal procedures containing the rules aimed at ensuring transparency and fairness, under Consob Regulation 17221/2010.

The company in the notes to the consolidated financial statements provides the information required pursuant to Art. 154-ter of the TUF [Consolidated Financial Act] as indicated by Consob Reg. no. 17221 of 12 March 2010, indicating that there were no significant transactions concluded during the period as defined by Art. 4, paragraph 1, let a) of the aforementioned regulation that have significantly affected the Group's financial or economic position. The information pursuant to Consob communication of 28 July 2006 are presented in the annexed tables herein.

HUMAN RESOURCES

At June 30, 2025 the number of employees of the Group was 16,261 with an increase of 594 compared to December 31, 2024 and an increase of 954 resources compared to June 30, 2024.

RISK MANAGEMENT

With regard to the information required by Article 2428 of the Italian Civil Code in relation to risk management, please refer to the specific disclosure on the condensed half-year consolidated financial statements as at 30 June 2025 entitled "NOTE 3 Risk Management".

PILLAR 2

In December 2021, the Organisation for Economic Co-operation and Development (OECD) published the document "Tax Challenges Arising from the Digitalisation of the Economy - Administrative Guidance on the Global Anti-Base Erosion Model Rules (Pillar Two)".

In this context, the European Commission has adopted EU Directive no. 2022/2523 on global minimum taxation for multinational groups of companies, with an obligation for Member States to transpose EU provisions into their national law by 31 December 2023 and to apply them from tax periods starting from that date.

The Pillar Two rules aim to ensure, through a system of common rules, a minimum level of effective taxation of not less than 15% in each jurisdiction in which a multinational group operates.

In transposition of Directive no. 2022/2523, Italy issued Legislative Decree 209/2023, which were followed by subsequent implementing decrees. The national provisions apply with reference to tax periods starting from 31 December 2023 and, therefore, for Reply from 2024.

In order to regulate, in terms of financial statements, the radical changes deriving from the introduction of the Global Minimum Tax, the IASB subsequently published an update of IAS 12. In particular, the amendments made to the accounting standard introduce a mandatory temporary exception that provides for the deferred taxation that would result from the implementation of Pillar Two in the relevant countries not to be recognised. This exception, which the Group also uses for the purposes of this policy, is immediately applicable and with retroactive effect.

During the first half of the year, the Company continued to actively monitor and manage significant impacts for the purposes of the second pillar (Pillar 2) of the Basel regulatory framework. In the absence of relevant regulatory updates, it was not necessary to proceed with the update of the safe harbour test, which remains unchanged from the previous assessment.

EVENTS SUBSEQUENT TO 30 JUNE 2025

No significant events have occurred subsequent to 30 June 2025.

OUTLOOK ON OPERATIONS

Reply closed the first half of the year with excellent results, both in terms of revenue and profitability. Our strategy, focused on artificial intelligence, data management, and cloud, has supported robust growth and continues to serve as the foundation upon which we build our competitive advantage.

Artificial intelligence is now revolutionizing every sector, beginning to permeate even the core processes of companies. In this context, merely intelligent technologies is no longer enough: it is necessary to rethink system architectures to make them capable of learning, and adapting in real time, evolving in step with the constantly changing needs of businesses.

For this reason, in the coming months we will continue to invest decisively along three strategic axes: agentic Al, silicon shoring, and pre-built Al applications. We consider these the foundations of a new kind of software engineering, based on autonomous, secure, and scalable ecosystems.

We remain confident in our growth trajectory for the second half of 2025 as well.

Turin, July 31, 2025

/s/ Mario Rizzante

For the Board of Directors The Chairman Mario Rizzante

HALF YEAR CONDENSED FINANCIAL STATEMENTS AT 30 JUNE 2025

CONSOLIDATED INCOME STATEMENT (*)

(thousand Euros) Note 15T half 2025 15T half 2024 (**) 2024
Revenues 5 1,210,125 1,114,336 2,295,938
Other income 6 3.708 10,342 33,456
Purchases 7 (29,031) (21,259) (46,350)
Personnel 8 (667,571) (625,388) (1,237,370)
Services costs 9 (312,241) (298,279) (603,917)
Amortization, depreciation and write-downs 10 (52,369) (31,427) (84,933)
Other operating (costs)/income 11 18,674 707 (31,147)
Fair value adjustments to deferred
consideration
12 17,087 (2,386) 4,743
Operating income 188,382 146,646 330,421
(Loss)/gain on investments 13 (3,223) (20.000)
Financial income/(expenses) 14 (8,969) 2.861 2,812
Income before taxes 179,413 146,285 313,232
Income taxes 15 (53,824) (44,764) (99,464)
Net income 125,589 101,521 213,768
Non-controlling interest (834) (1,580) (2,630)
Net income of the Parent company 124,755 99,942 211,139
Earnings per share 16 3.33 2.68 5.65

(") Pusuat to Consol Regulation No. 15:00 p.; he effects of relace party of the Consoluted detement of income ar
repred in the inced this nevil. In struit in struit be note t

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(thousand Euros) Note 1st half 2025 1st half 2024
Profit of the period (A) 125,589 101.521
Other comprehensive income that will not be reclassified subsequently to
profit or loss
Actuarial gains/(losses) from employee benefit plans 1,126 1.290
Total Other comprehensive income that will not be reclassified
subsequently to profit or loss, net of tax (B1):
28 1.126 1,290
Other comprehensive income that may be reclassified subsequently to
profit or loss:
Gains/(losses) on cash flow hedges (208) 28
Gains/(losses) on exchange differences on translating foreign
operations
(23,713) 8,251
Total Other comprehensive income that may be reclassified
subsequently to profit or loss, net of tax (B2)
(23,921) 8,279
TOTAL OTHER COMPREHENSIVE INCOME. NET OF TAX
(B) = (B1) +(B2)
28 (22,795) 9.569
Total comprehensive income (A)+(B) 102.794 111.090
Total comprehensive income attributable to:
Owners of the parent 101.960 109.511
Non-controlling interest 834 1.580

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (*)

(thousand Euros) Note 30/06/2025 31/12/2024 30/06/2024
l angible assets 17 148,393 132,343 119,834
Goodwill 18 651,536 693,210 633,238
Intangible assets 19 86,832 95,802 78,912
RoU Assets 20 101,993 107,055 116,113
Equity investments 21 19,357 19,809 39,041
Other financial assets 22 7,732 9,055 7,300
Deferred tax assets 23 57,723 66,557 74,869
Non-current assets 1,073,566 1,123,832 1,069,307
Inventories 24 235,899 68,369 215,891
Trade receivables 25 4/1,484 757,558 4/3,065
Other receivables and current assets 26 107,722 115,901 105,551
Current income tax receivables 26 41,678 27,675 35,103
Financial assets 22 68,954 45,161 33,974
Cash and cash equivalents 27 466,887 491,834 400,340
Current assets 1,398,623 1,507,103 1,263,924
TOTAL ASSETS 2,472,189 2,630,935 2,333,231
Share Capita 4,863 4,863 4,863
Other reserves 1,229,863 1,084,186 1,080,558
Net result of the period 124,755 211,139 99,942
Equity of the Parent company 28 1,359,481 1,300,188 1,185,363
Non-controlling interest 28 1,546 2,773 1,733
NET EQUITY 28 1,361,027 1,302,960 1,187,095
Due to minority shareholders and Earn-out 29 30,829 57,478 33,258
Financial liabilities 30 37,891 48,910 40,371
Financial liabilities from RoU 30 80,227 84,695 94,275
Employee benefits 31 84,674 84,248 69,528
Deferred tax liabilities 32 27,845 33,443 49,321
Provisions 33 23,481 47,497 21,629
Non-current liabilities 284,945 356,271 308,382
Due to minority shareholders and Earn-out 29 21,454 52,121 76,610
Financial liabilities 30 21,920 19,748 30,373
Financial liabilities from RoU 30 33,308 35,163 34,446
I rade payables 34 1/7,608 183,233 186,346
Other current liabilities 35 545,577 640,928 479,803
Income tax Payables 35 25,516 39,155 29,701
Provisions 33 834 1,355 474
Current liabilities 826,217 971,703 837,753
TOTAL LIABILITIES 1,111,162 1,327,974 1,146,135
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,472,189 2,630,935 2,333,231

(1) Pursuant to Consol Regulation No. 15519 of 27 July 2006, the effects of related-party transactions on the Consolicated statement of financial position
are reported in the

-

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (*)

(thousand Euros) Share
capital
Treasury
shares
Capital
reserve
Earning
reserve
Cash
flow
hedge
reserve
Translation
reserve
Reserve for
actuarial
gains/(losses)
Non-
controlling
interests
Total
At January 1°, 2024 4,863 (17,122) 299,533 832,373 1,750 (4,805) (1,753) 1,883 1,116,723
Dividends distributed (37,279) (1,975) (39,254)
Increase for purchase of
treasury shares
150.000 (150,000)
Total comprehensive
income/(loss)
99,942 28 8.251 1,290 1,580 111,090
Other changes (1,710) 245 (1.465)
At June 30, 2024 4,863 (17,122) 449.533 743,326 1,778 3,446 (463) 1,733 1,187,095
(thousand Euros) Share
capital
Treasury
shares
Capital
reserve
Earning
reserve
Cash
flow
hedge
reserve
Translation
reserve
Reserve for
actuarial
gains/(losses)
Non-
controlling
interests
Total
At January 1°, 2025 4,863 (17,122) 449,533 855,861 449 7,762 (1.159) 2,773 1,302,960
Dividends distributed (42.870) - (2.063) (44.933)
Total comprehensive
income/(loss)
124,755 (208) (23,713) 1,126 834 102,794
Other changes 205 2 207
At June 30, 2025 4.863 (17.122) 449,533 937,951 241 (15,951) (33) 1,546 1.361.027

(*) Refer to note 28 for more details.

CONSOLIDATED STATEMENT OF CASH FLOWS

(thousand Euros) 1st half 2025 1st half 2024 (*)
Net result of the period 125,589 101,521
Income taxes 49,433 44,126
Depreciation and amortization 52,369 31,427
Other non-monetary expenses/(income) (20,336) 10,799
Change in work in progress (255,667) (176,394)
Change in trade receivables 301,505 193,712
Change in trade payables (5,624) (4,6555)
Change in other assets and liabilities (33,632) (29,614)
Change in deferred tax liabilities 3.236 (461)
Change in employee benefits and provisions (14,812) 771
Income tax paid (77,148) (60,278)
Interest paid (1,177) (1,786)
Interest collected 5,416 5,766
Net cash flows from operating activities (A) 129,152 114,935
Payments for tangible and intangible assets (19,182) (20,357)
Payments for financial assets (21,332) (954)
Payments for the acquisition of subsidiaries (35,074) (10,280)
Net cash flows from investment activities (B) (75,588) (31,591)
Dividends paid (44,963) (39,254)
Financing granted 1,000
Reimbursement of lease liabilities (18,863) (16,554)
Repayment of loans (16,803) (15,645)
Net cash flows from financing activities (C) (80,629) (70,452)
Net cash flows (D) = (A+B+C) (27,066) 12,892
Cash and cash equivalents at beginning of period 491,713 383,608
Effects of exchange rate differences on cash and cash equivalents 5,837 (3,263)
Cash and cash equivalents at period end 458,811 399,762
Total change in cash and cash equivalents (D) (27,066) 12,892

Detail of cash and cash equivalents

(thousand Euros)
Cash and cash equivalents at beginning of period 491.713 383.608
Cash and cash equivalents 491.834 383.742
Bank overdrafts 121) 135)
Cash and cash equivalents at period end 458.811 399.762
Cash and cash equivalents 466.887 400.340
Bank overdrafts (8.076) 577

(1) For a better comprehensibility of the cash flow statement, it should be noted that some reclassifications of the values have
been made.

NOTES

General information Note 1 General information
Note 2 Accounting principles and basis of consolidation
Note 3 Risk management
Note 4 Consolidation
Income statement Note 5 Revenue
Note 6 Other revenues
Note 7 Purchases
Note 8 Personnel
Note 9 Service costs
Note 10 Amortization, depreciation and write-downs
Note 11 Other operating (costs)/income
Note 12 Fair value adjustments to deferred consideration
Note 13 (Loss)/gain on investments
Note 14 Financial income/(expenses)
Note 15 Income taxes
Note 16 Earnings per share
Statement of financial position - Assets Note 17 l angible assets
Note 18 Goodwill
Note 19 Other intangible assets
Note 20 RoU Assets
Note 21 Equity Investments
Note 22 Financial assets
Note 23 Deferred tax assets
Note 24 Work-in-progress
Note 25 Trade receivables
Note 26 Other receivables and current assets and income tax receivables
Note 27 Cash and cash equivalents
Statement of financial position -
Liabilities and equity
Note 28 Shareholders' equity
Note 29 Due to minority shareholders and Earn-out
Note 30 Financial liabilities
Note 31 Employee benefits
Note 32 Deferred tax liabilities
Note 33 Provisions
Note 34 I rade payables
Note 35 Other current liabilities and income tax payables
Other information Note 36 Segment Reporting
Note 37 Transactions with related parties
Note 38 Guarantees, commitments and contingent liabilities
Note 40 Note 39 Events subsequent to 30 June 2025
Approval of the Half year condensed Consolidated financial statements and
authorization to publish
Note 41 Climate change

NOTE 1 - GENERAL INFORMATION

Reply [EXM, STAR: REY] specialises in the design and implementation of solutions based on new communication channels and digital media. Reply is a network of highly specialised companies supporting key European industrial groups operating in the telecom and media, industry and services, banking, insurance and public administration sectors in the definition and development of business models enabled for the new paradigms of Al, cloud computing, digital media and the Internet of Things. Reply services include: Consulting, System Integration and Digital Services.

NOTE 2 - ACCOUNTING PRINCIPLES AND BASIS OF CONSOLIDATION

Compliance with International accounting principles

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and endorsed by the European Union. The designation "IFRS" also includes all valid International Accounting Standards ("IAS"), as well as all interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), formerly the Standing Interpretations Committee ("SIC"). Following the coming into force of European Regulation No. 1606 of July 2002, starting from 1 January, 2005, the Reply Group adopted International Financial Reporting Standards (IFRS). The accounting principles applied are consistent with those used for preparation of the Consolidated Financial Statements at December 31, 2024, to which reference is made with the exception of what is stated in the following paragraphs.

More specifically the half year condensed consolidated financial statements at June 30, 2025 have been prepared in accordance to IAS 34 Interim financial reporting.

The Half-Year financial report has been prepared in accordance with Consob regulations regarding the format of financial statements, in application of art. 9 of Legislative Decree 38/2005 and other Consob regulations and instructions concerning financial statements.

General principles

The consolidated financial statements are prepared on the historic cost principle, modified as requested for the appraisal of some financial instruments for which the fair value criterion is adopted in accordance with IFRS 9.

The consolidated financial statements have been prepared on the going concern assumption. In this respect, despite operating in a difficult economic and financial environment, the Group's assessment is that no material uncertainties (as defined in paragraph 25 of IAS 1) exist with regards its ability to continue as a going concern.

These consolidated financial statements have been prepared in Euros by rounding the amounts to thousands and are compared with the consolidated financial statements of the previous year, prepared on the basis of homogeneous criteria.

Following is information on the financial statements adopted with respect to those indicated in IAS 1, the most significant accounting policies and the related measurement criteria adopted in the preparation of these consolidated financial statements.

Financial statements

The consolidated financial statement of income, statement of comprehensive income, statement of financial position, statement of changes in shareholders' equity, statement of cash flows and the explanatory notes.

The income statement format adopted by the Group classifies costs according to their nature, which is deemed to properly represent the Group's business.

The Statement of financial position is prepared according to the distinction between current assets and liabilities. The statement of cash flows is presented using the indirect method.

In the financial statements, the main categories of gross income and payments arising from investment and financing activities have been presented separately, and non-monetary transactions have not been indicated. The most significant items are disclosed in a specific note in which details related to the composition and changes compared to the previous year are provided.

It should be noted that in order to comply with the indications contained in Consob Resolution no. 15519 of 27 July 2006 "as to the format of the financial statements", additional statements: income statement and statement of financial position have been disclosed showing the amounts of related party transactions.

It is also reported that in accordance with CONSOB communication no. 0031948, if there are non-recurring items in the statements, such components will be explicitly indicated under the relevant item. Operations or events that are not frequent in the normal course of business and have an impact on the financial and asset position, the economic result, and the financial flows of the group may be presented as 'non-recurring'.

NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED SINCE JANUARY 1ST, 2025

With regard to the accounting standards approved but not yet applicable or not yet approved by the European Union, please refer to the Annual Report as at 31 December 2024, published on the company web site.

With regard to the standards issued by the IASB but not yet approved by the European Union, please refer to what is already stated in the specific paragraph of the Annual Report as at 31 December 2024

NOTE 3 - RISK MANAGEMENT

Credit risk

For business purposes, specific policies are adopted to assure its clients' solvency. With regards to financial counterparty risk, the Group does not present significant risk in credit-worthiness or solvency.

Liquidity risk

The group is exposed to funding risk if there is difficulty in obtaining finance for operations at any given point in time

The cash flows, funding requirements and liquidity of the Group companies are monitored and centrally managed under the control of the Group Treasury. The aim is to guarantee the efficiency and effectiveness of the management of current and perspective capital resources (maintaining an adequate level of reserves of liquidity and availability of funds via a suitable amount of committed credit lines).

The difficult economic situation of the markets and of financial markets necessitates special attention being given to the management of the liquidity risk, and in that sense particular emphasis is being placed on measures taken to generate financial resources through operations and maintaining an adequate level of liquid assets. The Group therefore plans to meet its requirements to settle financial liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations and available liquidity, renewing or refinancing bank loans.

Exchange rate and interest rate risk

The Group entered into most of its financial instruments in Euros, which is its functional and presentation currency. The group does not predominantly operate in areas with currencies at risk of strong exchange rate fluctuations and therefore this risk is not significant.

The exposure to interest rate risk arises from the need to fund operating activities and M&A and investments, as well as the necessity to deploy available liquidity. Changes in market interest rates may have the effect of either increasing or decreasing the Group's net profit/(loss), thereby indirectly affecting the costs and returns of financing and investing transactions.

The interest rate risk to which the Group is exposed derives from bank loans; to mitigate such risks, the Group, when necessary, has used derivative financial instruments designated as "cash flow hedges". The use of such instruments is disciplined by written procedures in line with the Group's risk management strategies that do not contemplate derivative financial instruments for trading purposes.

Requlatory risks connected to the European Regulation on Artificial Intelligence (Al Act)

In 2024, the Al Act was approved by the European Union, the first comprehensive regulation aimed at governing the use and development of artificial intelligence systems in the European market. The Regulation introduces differentiated obligations based on the risk level of Al applications, imposing strict requirements for systems classified as 'high-risk', including obligations for transparency, technical documentation, data governance, security, and human oversight.

The Group established an Ethical Al Committee in August 2024, issued a policy that sets out the principles governing the activities of its employees in these areas, and constantly monitors regulatory developments through a dedicated structure that has initiated an internal analysis process to ensure the adequate compliance of potentially impacted solutions. In particular, for consulting services or software development that incorporate Al functionalities, the potential implications in terms of risk classification, technical documentation, and traceability of the algorithms used are currently being assessed. As of this report, no significant risks of non-compliance have been identified, nor any immediate economic or operational impacts related to the new regulatory framework. However, the internal assessment activity remains active to ensure compliance with regulatory provisions within the established deadlines.

Macroeconomic and geopolitical risks

The economic and financial performance of the Group is affected by the trends of various macroeconomic variables such as GDP growth, inflation, interest rates, and exchange rates. Current forecasts are conditioned by an uncertain geopolitical context and potential developments in global trade policies. Tensions in Ukraine and the Middle East, although currently having limited operational impacts, represent a pressure factor on costs. Furthermore, risks related to cyber threats, disruptions in the supply chain, and vulnerabilities in data protection persist. The establishment of the new U.S. Administration could introduce protectionist measures, including tariffs on technological and digital goods, with possible negative effects on access to strategic components, competitiveness, and the Group's operational continuity.

Fair value assessment hierarchy levels

The IFRS 13 establishes a fair value hierarchy which classifies the input of evaluation techniques on three levels adopted for the measurement of fair value hierarchy attributes maximum priority to prices quoted (not rectified) in active markets for identical assets and liabilities (Level 1 data) and the non-observable minimum input priority (Level 3 data). In some cases, the data used to assess the fair value of assets or liabilities could be classified on three different levels of the fair value hierarchy. In such cases, the evaluation of fair value is wholly classified on the same level of the hierarchy in which input on the lowest level is classified, taking account its importance for the assessment.

The levels used in the hierarchy are:

· Level 1 inputs are prices quoted (not rectified) in markets active for identical assets and liabilities which the entity can access on the date of assessment;

  • · Level 2 inputs are variable and different from the prices quoted included in Level 1 observable directly or indirectly for assets or liabilities;
  • · Level 3 inputs are variable and not observable for assets or liabilities.

The following table presents the assets and liabilities which were assessed at fair value on 30 June 2025, according to the fair value hierarchical assessment level.

(thousand Euros) Note Level 1 Level 2 Level 3
Investments 21 19,357
Convertible loans 22 584
Financial securities 22 68.210
Derivative financial instruments 22 717
Total financial assets 68,210 717 19.941
Liabilities to minority shareholders and earn out 29 52,283
Derivative financial instruments 30 244
Total financial liabilities - 244 52,283

The valuation of investments in start-ups within the Internet of Things (IoT) business, through the acquisition of equity investments and through the issuance of convertible loans, is based on data not directly observable on active stock markets, and therefore falls under the fair value hierarchical Level 3.

The item Financial securities is related to securities listed on the active stock markets and therefore falls under the fair value hierarchical Level 1.

To determine the effect of interest rate derivate financial instruments Reply refers to evaluation deriving from third parties (banks and financial institutes). The latter, in the calculation of their estimates made use of data observed on the market directly (interest rates) or indirectly (interest rate interpolation curves observed directly): consequently, for the purposes of IFRS7 the fair value used by the Group for the exploitation of hedging derivatives contracts in existence as at 30 June re-enters under the hierarchy profile in level 2.

The fair value of Liabilities to minority shareholders and earn out was determined by Group management on the basis of the sales purchase agreements for the acquisition of the company's shares and on economic parameters based on budgets and plans of the purchased company. As the parameters are not observable on stock markets (directly) these liabilities fall under the hierarchy profile in Level 3. Considering the uncertainty related to the evolution of these variables, simulations were conducted to generate a range of possible scenarios. Based on these analyses, the expected value of the financial liability was determined, reflecting the different possible outcomes of the scenario under consideration.

As at 30 June 2025, there have not been any transfers within the hierarchy levels.

NOTE 4 - CONSOLIDATION

Companies included in the consolidation are included on a line-by-line basis.

The main change in the scope of consolidation compared to 30 June 2024 is related to Solirius Ltd., a company acquired in the month of October 2024 under UK law, leader in digital transformation with a strong focus on software development, agile delivery, artificial intelligence and data management, of which Reply Ltd. holds 100% of share capital.

Change in the scope of consolidation at June 30, 2025, affected marginally Group's revenues and profits before tax.

Furthermore, the list of the Reply Group companies, presented as an annex herein, compared to 30 June 2024 includes the start-up companies Avantage Reply S.r.l., Business Reply P.S. S.r.l., Canvas Reply Ltd, Comwrap Reply LLC, Concept Quality Reply Al Studios S.r.l, Shield Reply S.r.l., Sprint Reply Ltd, Storm Reply Ltd, Valorem Reply Ltd and Whitehall Reply GmbH.

NOTE 5 - REVENUE

Revenues from sales and services, including change in work in progress, amounted to 1,210,125 thousand Euros (1,114,336 thousand Euros at 30 June 2024).

This item includes consulting services, fixed price projects, assistance and maintenance services and other minor revenues.

The following table shows the percentage breakdown of revenues by Region. Moreover, the breakdown reflects the business management of the Group by Top Management and the allocation approximates the localization of services provided:

Country 15T half 2025 15T half 2024
Region 1 62.10% 62.70%
Region 2 18.80% 20.00%
Region 3 19.10% 17.30%
loT Incubator 0.00% 0.00%
Total 100.00% 100.00%

(*)

Region 1: ITA, USA, BRA, POL, ROU, CHN (Nanjing) Region 2: DEU, CHE, CHN (Bejing), HRV, POL Region 3: GBR, LUX, BEL, NLD, FRA

Disclosure required by IFRS 8 ("Operating segment") is provided in Note 36 herein. The following table shows the breakdown of revenues by Business Line:

Business line 1st half 2025 1st half 2024
Technologies 60.50% 60.60%
Applications 29.20% 27.30%
Processes 10.30% 12.10%
Total 100.00 % 100.00%

NOTE 6 - OTHER REVENUES

Other revenues amounted to 3,708 thousand Euros (10,342 thousand Euros at 30 June 2024) mainly refer to miscellaneous income (2,685 thousand Euros) and extraordinary income (843 thousand Euros).

NOTE 7 - PURCHASES

Detail is as follows:

(thousand Euros) 15T half 2025 15T half 2024 Change
Software licenses for resale 23.154 16,596 6.558
Hardware for resale 2.178 850 1.328
Other 3.698 3.813 115)
Total 29.031 21,259 7.772

Purchases of Software licenses and Hardware licenses for resale are recognized net of any change in inventory.

The item Other includes the purchase of fuel for 2,208 thousand Euros, the purchase of low value assets for 721 thousand Euros and the purchase of office stationery for 222 thousand Euros.

NOTE 8 - PERSONNEL

Detail is as follows:

(thousand Euros) 15T half 2025 15T half 2024 Change
Payroll employees 620,563 583.087 37.476
Executive Directors 47.008 42.300 4.708
Total 667.571 625.388 42.183

Personnel includes payroll employees and executive directors amounting to 667,571 thousand Euros compared with 625,388 thousand Euros of the first half 2024.

The increase in the cost of employees, amounting to 42,183 thousand Euros, is attributable to the total registered increase in the Group's business and in the increase in employees.

Detail of personnel by category is provided below:

(number) 15T half 2025 15T half 2024 Change
Directors 485 462 23
Managers 1.742 1.706 36
Staff 14.034 13.139 895
Total 16,261 15,307 954

On 30 June 2025 the Group had 16,261 employees compared with 15,307 of the first half 2024.

Employees are mainly electronic engineers and economic, computer science, and business graduates from the best Universities.

NOTE 9 - SERVICE COSTS

Services and other costs comprised the following:

(thousand Euros) 15T half 2025 15T half 2024 Change
Commercial and technical consulting 214,041 196,692 17,349
Travelling and professional training expenses 22,110 24,151 (2,041)
Other services costs 56,435 53.652 2,783
Office expenses 9,233 9,151 82
Lease and rentals 3,759 3,918 (159)
Other 6.663 10.714 (4.051)
Total 312,241 298,279 13.962

Change in Service and other costs, amounting to 13,962 thousand Euros, is attributable to an overall increase in the Group's business.

The item Other services cost mainly includes marketing services, administrative and legal services, telephone and canteen.

Office expenses include utility costs for 3,321 thousand Euros, services rendered by related parties referred to service contracts for the use of premises, domiciliation and provision of secretarial services for 1,819 thousand Euros, rent charged by third parties for 1,692 thousand Euros, cleaning expenses for 1,351 thousand Euros and maintenance expenses for 756 thousand Euros.

The item Other includes deductible and non-deductible taxes and duties for 1,685 thousand Euros, subscriptions and membership fees for 1,529 thousand Euros, extraordinary expenses for 908 thousand Euros and gifts for 356 thousand Euros.

NOTE 10 - AMORTIZATION, DEPRECIATION AND WRITE-DOWNS

Depreciation of tangible assets, calculated on the basis of economic-technical in relation to the residual useful lives of the assets, resulted in an overall charge as at 30 June 2025 of 7,566 thousand Euros. Details of depreciation are provided in the notes to tangible assets.

Amortization of intangible assets for the first half 2025 amounted to 8,304 thousand Euros. Details of depreciation are provided in the notes to intangible assets.

Amortization related to RoU assets arising from the adoption of IFRS 16 amounted to 17,500 thousand Euros.

The item also includes the write off of goodwill for 19,000 thousand Euros following interim impairment testing.

NOTE 11 - OTHER OPERATING (COSTS)/INCOME

The item Other operating costs/income includes economic components that, although related to the ordinary course of business, do not directly fall under the main categories of cost and revenue, such as provisions for risk and charges and to the fair value adjustments to earn-out liabilities.

As of 30 June, the breakdown by nature of the risk is as follows:

  • · Professional liability for positive 23,700 thousand Euros.
  • · Allowance for doubtful accounts for positive 720 thousand Euros.
  • · Fund allocated to adjust assets for negative 6,219 thousand Euros.
  • Other risks for positive 473 thousand Euros. ●

It is reported that during the first half of 2025, the dispute regarding a professional liability lawsuit was resolved. The total expenditure incurred for settling the dispute was 15 million Euros. This amount was fully covered by the professional liability insurance policy, despite an initial denial of the insurance company (net of the contractual deductible of 0.3 million Euros). Due to this uncertainty, as of December 31, 2024, a risk provision equivalent to the entire estimated potential liability, amounting to 24 million Euros, had been allocated. Following the positive resolution of the dispute and the recognition of insurance coverage, it was possible to fully release the risk provision that had originally been posted.

NOTE 12 - FAIR VALUE ADJUSTMENTS TO DEFERRED CONSIDERATION

Adjustments to earn-out liabilities, amounting to a positive 17,087 thousand Euros (negative 2,386 thousand Euros as of June 30, 2024), arise from the fair value adjustments of the liability related to the variable consideration for the acquisition of shares in subsidiaries (Business combination).

NOTE 13 - (LOSS)/GAIN ON INVESTMENTS

The item amounting to zero thousand Euros, negative 3,223 thousand Euros as of June 30, 2024 which was related to the fair value adjustments to equity investments in start-up companies made by the Investments company Breed Reply Investments Ltd.

NOTE 14 - FINANCIAL INCOME/(EXPENSES)

Detail is as follows:

(thousand Euros) 15T half 2025 15T half 2024 Change
Financial income 6,722 6.558 164
Interest expenses (2,266) (2,914) 648
Other (13.425) (783) (12.642)
Total (8.969) 2,861 (11,830)

Financial gains mainly included interest on bank accounts amounting to 5,416 thousand Euros, interest on financial investments amounting to 635 thousand Euros and interest on convertible loans investments amounting to 28 thousand Euros.

Interest expenses mainly included expenses related to loans for M&A operations.

The item Other mainly included:

  • interest expenses arising from the adoption of the International Accounting Standard IFRS 16 for 2,178 thousand Euros (1,846 thousand Euros at 30 June 2024);
  • · exchange rate differences for negative 10,241 thousand Euros (positive 716 thousand Euros at 30 June 2024);
  • changes in fair value of financial liabilities pursuant to IFRS 9 for negative 856 thousand Euros (negative 92 thousand Euros at 30 June 2024);
  • net changes in fair value of Convertible Loans including capitalized interest amounting to negative 435 thousand Euros;

  • financial gains related to the fair value adjustments of the financial investments mainly held by Reply S.p.A. amounting to 440 thousand Euros (432 thousand Euros at 30 June 2024);
  • financial losses related to the fair value adjustments of the financial investments mainly held by Reply S.p.A. amounting to 221 thousand Euros (17 thousand Euros at 30 June 2024).

NOTE 15 - INCOME TAXES

At June 30, 2025 income taxes amounted to 53,824 thousand Euros and were recognized in accordance to the expected annual average income tax rates.

NOTE 16 - EARNINGS PER SHARE

The basic earnings per share as at 30 June 2025 was calculated on the basis of the Group's net result amounting to 124,755 thousand Euros (99,942 thousand Euros as at 30 June 2024) divided by the weighted average number of shares as at 30 June 2025, net of treasury shares, which amounted to 37.380.368 (37,278,236 as at 30 June 2024).

(Euros) 1st half 2025 1st half 2024
Group net result 124,755,000 99,942,000
No. of shares 37.380.368 37,278,236
Basic earnings per share 3.33 2.68

The basic earnings per share and diluted earnings per share as there are no financial instruments potentially convertible in shares (stock options).

NOTE 17 - TANGIBLE ASSETS

Tangible assets as at 30 June 2025 amounted to 148,393 thousand Euros and are detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Buildings 106.076 92,173 13.903
Plant and machinery 6.644 6.647 (3)
Hardware 12.027 11.662 365
Other 23.646 21,861 1.785
Total 148,393 132,343 16.050

Change in tangible assets in the first half of 2025 is summarized in the table below:

(thousand Euros) Buildings Plants and
machinery
Hardware Other Total
Historical cost 99.094 21,516 52.741 56,658 230,009
Accumulated depreciation (6,922) (14,869) (41,079) (34,797) (97,666)
31/12/2024 92,173 6,647 11,662 21,861 132,343
Historical cost
Increases 14.503 876 4,418 5,187 24,984
Disposals (176) (666) (3,347) (1,716) (5,905)
Other changes 1 (16) (622) (1,500) (2,136)
Accumulated depreciation
Depreciations (550) (803) (3,608) (2,604) (7,566)
Utilized 126 605 2,942 1.593 5,266
Other changes (1) 581 825 1,407
Historical cost 113.422 21,710 53,191 58,630 246,952
Accumulated depreciation (7,346) (15,066) (41,163) (34,984) (98,559)
30/06/2025 106,076 6,644 12,027 23,646 148,393

The item Buildings mainly included:

  • the net value of a building owned by the group amounting to 3,997 thousand Euros located in Guetersloh, Germany;
  • · the real estate complex located in Turin and called "ex Caserma De Sonnaz" in the amount of 76,835 thousand Euros, that after proper renovation will be used to host the offices of the Group;
  • the real estate complex located in Turin Via Nizza 250 in the net amount of 24,873 thousand Euros that hosts the offices of the Group.

Increase in the item Building refers to restructuring costs of the buildings "ex Caserma De Sonnaz". Increase in the item Plant and machinery mainly refers to purchases of general devices and to plant systems for the offices in which the Group operates.

Change in the item Hardware is due to investments made by the companies included in Region 1 for 1,932 thousand Euros, 1,572 thousand Euros for purchases made by the companies included in Region 2 and 914 thousand Euros for purchases made by the companies included in Region 3.

The item Other as at 30 June 2025 mainly includes improvements to third party assets and office furniture. The increase of 5,187 Euros mainly refers to leasehold improvements for 4,217 thousand Euros, the purchases of furniture and fittings for 409 thousand Euros and the purchase of other for 561 thousand Euros. The item Other is mainly related to mobile phones.

Other changes mainly referred to exchange differences.

As at 30 June 2025 tangible assets were depreciated by 39.9% of their value, compared to 42.5% at the end of 2024.

NOTE 18 - GOODWILL

This item includes goodwill arising from consolidation of subsidiaries purchased against payment made by some Group companies.

Goodwill was allocated to the cash generating units ("CGU"), identified in the Group operates (Region 1 includes the CGU related to American companies and Region 3 includes the CGU related to French companies) and summarized below. The breakdown reflects the managerial view of the Group by Management.

(thousand Euros) Value at
31/21/2024
Increases Impairment Exchange
difference
Value at
30/06/2025
Region 1 209.293 (18,297) 190.997
Region 2 226.793 226,793
Region 3 257.124 (19.000) (4.376) 233.746
Total 693,210 - (19.000) (22,674) 651.537

Following the impairment test, the need to proceed with a write-down has emerged. In particular, the expected EBIT trends for the current fiscal year (budget year) related to the Cash Generating Units (CGU) in which the Group operates have been analysed. The comparison with the original forecasts has allowed the identification of any potential indicators of impairment (so-called key indicators) pursuant to IAS 36.

The analysis carried out revealed indicators of long-term value loss for the CGU 'Region 3', specifically concerning the France Benelux countries. Following the estimate of the value in use, compared to the carrying amount, it was deemed necessary to proceed with a write-down of 19,000 thousand Euros.

The impairment model adopted by the Reply Group is based on future cash flows calculated using the Discounted cash flow analysis.

In applying this model, Management uses different assumptions, which are applied to the single CGU over two years of extrapolation subsequent to the annual budget, in order to estimate:

  • increase in revenues, ●
  • increase in operating costs, .
  • investments, ●
  • change in net capital. .

The recoverable value of the CGU, to which the single goodwill is referred, is determined as the highest between the fair value less any selling price) and the present value of the estimated future cash flows expected from the continuous use of the good (value in use). If the recoverable value is higher than the carrying amount of the CGU there is no impairment of the asset; in the contrary case, the model indicates a difference between the carrying amount and the recoverable value as the effect of impairment.

The following assumptions, determined also with the support of third-party experts, were used in calculating the recoverable value of the Cash Generating Units:

Assumptions Region 3 - France &
Benelux
Terminal value growth rates: 2%
Discount rate, net of taxes: 7.59%

Finally, it is appropriate to note that the estimates and budget data to which the above mentioned parameters have been applied are those determined by management on the basis of past performance and expectations of developments in the markets in which the Group operates, also pursuant to CONSOB and ESMA recommendations, significant attention has been placed on the planning process to account for the possible impacts deriving from the current geo-political situation and the potential climate changes.

NOTE 19 - OTHER INTANGIBLE ASSETS

Net intangible assets as at 30 June 2025 amounted to 86,832 thousand Euros (95,802 thousand Euros on 31 December 2024) and are detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Development costs 6.444 5.756 689
Software 3.882 3.652 229
Trademarks 537 537
Other intangible assets 75.969 85.858 (9,888)
Total 86,832 95,802 (8.971)

Change in intangible assets in the first half of 2025 is summarized in the table below:

Development Other
intangible
(thousand Euros) costs Software Trademark assets Total
Historical cost 40,768 26,668 537 157,375 225,348
Accumulated depreciation (35,013) (23,016) (71,517) (129,546)
31/12/2024 5,756 3,652 537 85,858 95,802
Historical cost
Increases 2,137 1.023 3,160
Disposals (1,998) (495) (2,493)
Other changes (195) (7,315) (7,510)
Accumulated depreciation
Depreciations (1,449) (631) (6,224) (8,304)
Utilized 1,997 495 2,492
Other changes 34 3,650 3,684
Historical cost 42,906 25,497 537 149,565 218,505
Accumulated depreciation (36,461) (21,616) (73,597) (131,674)
30/06/2025 6,444 3,882 537 75,969 86,832

Development costs refer to software and are accounted for in accordance with provisions of IAS 38.

The item Software mainly refers to software licenses purchased and used internally by the Group companies. This item includes 560 thousand Euros related to software development for internal use.

The item Trademark mainly refers to the "Reply" trademark granted on 9 June 2000 to the Parent Company Reply S.p.A. (at the time Reply Europe Sàrl), in connection with the share capital increase that was resolved and subscribed to by the Parent Company. Such amount is not subject to systematic amortization and the expected future cash flows are deemed adequate.

Other intangible assets include the customer list following the completion of the PPA procedures under M&A activities.

As at 30 June 2025 intangible assets were depreciated by 60.3% of their value, compared to 57.5% at the end of 2024.

NOTE 20 - ROU ASSETS

The application of the IFRS 16 accounting standard, in use since 1 January 2019, resulted in the accounting of the book value of the right-of-use asset ("RoU Asset") that is equal to the book value of the liabilities for leasing on the date of first application, net of any accrued income/costs or deferred revenue/expenses related to the lease.

Detail is as follows:

(thousand Euros) 01/01/2025 Net changes Amortization Exchange difference 30/06/2025
Buildings 79.602 7.284 (10.927) (287 75.672
Vehicles 27.205 5.462 (6.491) (21) 26.155
Office equipment 248 (82) 166
Total 107.055 12.746 (17.500) (308) 101.993

The net changes mainly refer to the signing of new financial leasing agreements, resulting in an increase in the value of the right of use, the redetermination of certain liabilities, increases in rents and the renegotiation of existing contracts.

Leasing contracts relating to buildings have extension option are carefully evaluated by management for the purposes of correct valuation and presentation in the financial statements.

Note that there are no leases not yet stipulated for which the lessee has committed.

NOTE 21 - EQUITY INVESTMENTS

The item Equity investments amounts to 19,357 thousand Euros and includes investments in start-up companies principally in the loT field made by the Investment company Breed Reply Investments Ltd for 19,087 thousand Euros.

Note that the companies listed below, mainly held through an Investment Entity, are designated at fair value and accounted for in accordance with IFRS 9 "Financial Instruments: Recognition and Measurements". The fair value is determined using the International Private Capital valuation guideline (IPEV) and, as per industry practice, any change therein is recognized in the period in which they occurred.

Detail is as follows:

(thousand Euros) Value at
31/12/2024
Net
increases/disposals
Conversion
convertible
loans into
Net fair
value
equity adiustments
Exchange
differences
Value at
30/06/2025
Investments 19.524 (437) 19.087

During the first half of 2025, there were no changes in fair value for the investments already in the portfolio.

NOTE 22 - FINANCIAL ASSETS

Current and non-current financial assets amounted to a total of 76,685 thousand Euros compared to 54,822 thousand Euros as at 31 December 2024.

Detail is as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Short term securities 4.171 2.082 2,089
Financial investments 64,039 42.616 21.423
Derivative financial instruments 717 935 (218)
Loans to third parties 26 133 (107)
Total current financial assets 68,954 45.767 23,187
Receivables from insurance companies 1,967 2,896 (929)
Guarantee deposits 2,158 2,114 44
Other financial assets 3,023 3.057 (34)
Convertible loans 584 988 (404)
Total non-current financial assets 7,732 9.055 (1,323)
Total financial assets 76.685 54.822 21,864

Short-term securities mainly refer to Time Deposit investments.

The item Financial investments refers to bonds held by the parent company Reply S.p.A. The valuation of these short-term investments, based on their fair value at 30 June 2025, showed a net positive difference amounting to 219 thousand Euros compared to the purchase cost of the same.

The item Derivative financial instruments refers to a loan established with Unicredit S.p.A. to hedge changes in floating interest rates on mortgages; the total underlying notional amounts to 24,000 thousand Euros. The effective component of the instruments is stated in the Statement of changes in net equity.

The item Receivables from insurance companies mainly refers to the insurance premiums paid against pension plans of some German companies and to directors' severance indemnities.

The item Other financial assets mainly referred to long-term financial receivables for deferred collections amounting to 2,459 thousand Euros arising from the sale of a company held by Breed Reply Investments Ltd.

Convertible loans relate to the option to convert into shares of the start-up company in the field of IoT.

Detail is as follows:

(thousand
Euros)
Value at
31/12/2024
Increases/
disposals
Equitv
conversion
Capitalized
interests
Net fair
value
adiustments
Exchange
differences
Value at
30/06/2025
Convertible
loans
988 28 (434) 18) 584

Note that the items Receivables from insurance companies, Convertible loans, Guarantee deposits and Other financial assets are not shown in the Net financial position.

NOTE 23 - DEFERRED TAX ASSETS

Deferred tax assets, amounting to 57,723 thousand Euros as at 30 June 2025 (66,557 thousand Euros as at 31 December 2024), include the fiscal charge corresponding to the temporary differences deriving from income before taxes and taxable income in relation to deferred deductibility items.

The decision to recognize deferred tax assets is taken by assessing critically whether the conditions exist for the future recoverability of such assets on the basis of expected future results.

It is noted that the item has been recorded net of deferred tax liabilities for an amount of 11,287 thousand Euros.

NOTE 24 - WORK IN PROGRESS

Contract work in progress, amounting to 235,899 thousand Euros, is recognized net of a provision amounting to 59,444 thousand Euros (50,564 thousand Euros at 31 December 2024) and is detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Contract work in progress 362.512 200.034 162.478
Advance payments from customers (126.613) (131.665) 5.051
Total 235.899 68.369 167.530

Any advance payments from customers are deducted from the inventories, within the limits of the accrued consideration, representing the assets deriving from the contracts; the exceeding amounts, as well as the advance payments related to work in progress not yet started, are accounted as liabilities. Change in the provision is mainly due to the accrual made during the fiscal year amounting to 9,000 thousand Euros.

NOTE 25 - TRADE RECEIVABLES

Trade receivables as at 30 June 2025 amounted to 47,484 thousand Euros with a net decrease of 280,074 thousand Euros.

(thousand Euros) 30/06/2025 31/12/2024 Change
Trade receivables 485,219 766.271 (281.052)
Allowance for doubtful accounts (7.735) (8.713) 979
Total trade receivables 477.484 757,558 (280,074)

Trade receivables are shown net of allowances for doubtful accounts, calculated by using the expected credit loss approach pursuant to IFRS 9, amounting to 7,735 thousand Euros on 30 June 2025 (8,713 thousand Euros at 31 December 2024).

The Allowance for doubtful accounts developed in the first half of 2025 as follows:

(thousand Euros) 31/12/2024 Accruals Reversal 30/06/2025
Allowance for doubtful accounts 8.713 1.989) (259) 7.735

The carying amount of trade receivables, that at initial recognition is equal to its fair value adjusted for attributable transaction costs, is subsequently valued at the amortised cost appropriately adjusted to take into account any write-downs.

Trade receivables are all collectible within one year.

NOTE 26 - OTHER RECEIVABLES AND CURRENT ASSETS AND INCOME TAX RECEIVABLES

Detail is as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Current income tax receivables 41.678 27.675 14.004
Tax receivables 45,445 52,308 (6,863)
Advances to employees 310 308 2
Accrued income and prepaid expenses 36.923 40.275 (3,352)
Other receivables 25.043 23.010 2.033
Total 149.400 143.576 5,824

Current income tax receivables are recorded net of the accrued tax liability

The item Tax receivables mainly includes:

  • VAT receivables amounting to 17,532 thousand Euros (31,706 thousand Euros at 31 December 2024);
  • · receivables for withholding tax amounting to 6,957 thousand Euros (5,524 thousand Euros at 31 December 2024);

  • tax receivables from previous tax returns and for refundable taxes amounting to 8,032 thousand Euros (1,998 thousand Euros at 31 December 2024);
  • · receivables from foreign tax administrations for 4,725 thousand Euros (5,018 thousand Euros at 31 December 2024).

The item Other receivables includes contribution receivables in relation to research projects for 16,562 thousand Euros (7,715 thousand Euros at 31 December 2024).

NOTE 27 - CASH AND CASH EQUIVALENTS

The balance of 466,887 thousand Euros, with a decrease of 24,947 thousand Euros compared with 31 December 2024, represents cash and cash equivalents as at the end of reporting period.

Cash and cash equivalents at 30 June 2025 are detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Cash at banks 466.852 490.231 (23,379)
Cash at hand 35 1.603 1.568)
Total cash and cash equivalents 466.887 491.834 (24.947)

Changes in cash and cash equivalents are fully detailed in the Consolidated statement of cash flows. It should be noted that the cash and cash equivalents held but not freely available by the group amount to €7.9 million in relation to the preventive seizure described in Note 33.

NOTE 28 - SHAREHOLDERS' EQUITY

Share capital

As at 30 June 2025 the share capital of Reply S.p.A., wholly undersigned and paid up, amounted to 4,863,486 Euros and is composed of n. 37,411,428 ordinary shares with nominal value of 0.13 Euros each. The number of ordinary shares in circulation as at 30 June 2025 totalled 37,278,236, unchanged since 31 December 2024.

Treasury shares

The value of the Treasury shares, amounting to 17,123 thousand Euros, refers to the shares of Reply S.p.A. held by the parent company, that at 30 June 2025 were equal to n. 133,192 (unchanged since 31 December 2024).

Capital reserves

On 30 June 2025 Capital reserves, amounting to 449,533 thousand Euros, were mainly comprised as follows:

  • · Treasury share reserve amounting to 17,123 thousand Euros, relating to the shares of Reply S.p.A held by the Parent Company;
  • · Reserve for the purchase of treasury shares amounting to 432,878 thousand Euros, formed via initial withdrawal from the share premium reserve. By means of a resolution of the Shareholders' Meeting of 23 April 2025 Reply S.p.A. re-authorized it, in accordance with and for the purposes of Article 2357 of the Italian Civil Code, the purchase of a maximum of 550 million Euros of ordinary shares, corresponding to 10% of the share capital, in a lump sum solution or in several solutions within 18 months of the resolution.

Earning reserves

Earnings reserves amounted to 937,951 thousand Euros and were comprised as follows:

  • · Reply S.p.A.'s Legal reserve amounted to 973 thousand Euros;
  • · Retained earnings amounted to 812,224 thousand Euros (retained earnings amounted to 643,749 thousand Euros on 31 December 2024);
  • Profits attributable to shareholders of the Parent Company amounted to 124,755 thousand Euros (211,139 thousand Euros as on 31 December 2024).

Other comprehensive income

Other comprehensive income can be analysed as follows:

(thousand Euros) 30/06/2025 30/06/2024
Other comprehensive income that will not be reclassified subsequently to profit or
loss, net of tax:
Actuarial gains/(losses) from employee benefit plans 1,126 1,290
Total Other comprehensive income that will not be reclassified subsequently to
profit or loss, net of tax (B1):
1.126 1,290
Other comprehensive income that may be reclassified subsequently to profit or loss,
net of tax:
Gains/(losses) on cash flow hedges (208) 28
Gains/(losses) on exchange differences on translating foreign
operations
(23.713) 8.251
Total Other comprehensive income that may be reclassified subsequently to
profit or loss, net of tax (B2):
(23.921) 8.279
Total other comprehensive income, net of tax (B) = (B1) +(B2) (22,975) 9,569

Minority interests

Minority interests consist of the participation of non-controlling shareholders in the companies included in consolidation and at 30 June 2025 amounted to 1,546 thousand Euros (2,773 thousand Euros at 31 December 2024).

NOTE 29 - DUE TO MINORITY SHAREHOLDERS AND EARN-OUT

Due to minority shareholders and Earn-out as at 30 June 2025 amount to 52,283 thousand Euros (109,600 thousand Euros on 31 December 2024), of which 21,454 thousand Euros are current.

The item refers to deferred consideration defined in the business combination. The distinction between Payable to Minority Shareholders and Earn-out stems solely from whether or not there is any legal minority interest related to the initial transition.

Detail is as follows:

(thousand Euros) 31/12/2024 Increases Fair value
adiustments
Payments Exchange
differences
30/06/2025
Pavable to minority shareholders 7.482 7.482
Pavable for Earn out 102.119 (17.087) (35.074) (5.156) 44.801
Total due to minority shareholders
and Earn-out
109.600 1 (17.087) (35.074) (5.156) 52.283

The item Fair value adjustments in the first half of 2025 amounted to 17,087 thousand Euros with a balancing entry in Profit and loss and reflects the best estimate in relation to the deferred consideration originally posted at the time of acquisition.

Total payments made in the first half of 2025 amounted to 35,074 thousand Euros and refer to the consideration paid in relation to the initial contracts signed at the time of acquisition.

Payable to minority shareholders and Earn-out are included in the invested capital for management purposes and in the net financial indebtedness for ESMA purposes.

NOTE 30 - FINANCIAL LIABILITIES

Detail is as follows:

30/06/2025 31/12/2024
(thousand Euros) Current Non-
current
Total Current Non-
current
Total
Bank overdrafts 8.076 - 8.076 121 121
Bank Ioans 13.677 37.741 51.418 19,564 48.910 68.474
Total due to banks 21,753 37,741 59.494 19.685 48.910 68,595
Other financial borrowings 167 150 316 64 64
IFRS 16 financial liabilities 33.308 80.227 113.534 35.163 84.695 119.858
Total financial liabilities 55,228 118,117 173,345 54.911 133.604 188,516

The following table illustrates the distribution of financial liabilities by due date:

30/06/2025 31/12/2024
(thousand Euros) Due in 12
months
From 1 to 5
years
Over 5
years
Total Due in 12
months
From 1 to
5 years
Over 5
years
Tota
Bank overdrafts 8,076 8,076 121 121
M&A loans 8.647 5,700 14,347 17,010 9.941 26,951
Mortgage loans 3,393 28,736 3,136 35,265 256 27,766 10,171 38.193
Bank loans 1,394 169 1.563 2,043 1,033 3,077
Other financial borrowings 167 150 316 64 64
IFRS 16 financial liabilities 33,308 72,319 7,908 113,534 35,163 79,631 5,064 119.858
Derivative instruments 244 244 253 253
Total 55,228 107,074 11.044 173,345 54.911 118,370 15,235 188,516

M&A loans refer to credit lines to be used for acquisition operations carried out directly by Reply S.p.A. or via companies controlled directly or indirectly by the same.

Summarized below are the existing contracts entered into for such a purpose:

  • On 8 May 2020 Reply S.p.A. entered into a line of credit with Unicredit S.p.A. for a total amount of 50,000 thousand Euros. As at 30 June 2025 the outstanding debt had been returned.
  • On 8 November 2021 Reply S.p.A. entered into a line of credit with Intesa Sanpaolo S.p.A. for a total amount of 75,000 thousand Euros, reimbursed on a half year basis. This line was used for a total of 30,000 thousand Euros. As at 30 June 2025 the outstanding amount was 12,857 thousand Euros.

  • · On 20 February 2023 Reply S.p.A. entered into a line of credit with Banco BPM S.p.A. for a total amount of 50,000 thousand Euros to be used by 31 December 2025. As at 30 June 2025 this line had been used for 500 thousand Euros.
  • · On 16 April 2024 Reply S.p.A. entered into a line of credit with Intesa Sanpaolo S.p.A. for a total amount of 75,000 thousand Euros to be used by 30 September 2025. The loan will be reimbursed with n. 7 half year basis starting 31 March 2026 and will expire on 30 March 2029.
  • On 19 April 2024 Reply S.p.A. entered into a line of credit with Unicredit S.p.A. for a total amount of 50,000 thousand Euros to be used within 24 months. As at 30 June 2025 this line had been used for 1,000 thousand Euros.

Interest rates are also applied according to certain predetermined ratios (Covenants) of economic and financial nature calculated on the consolidated financial statements as at 30 June of each year and/or the consolidated interim report.

As contractually defined, such ratios are as follows:

  • Net financial indebtedness/Equity
  • Net financial indebtedness/EBITDA

At 30 June 2025, Reply fulfilled the Covenants under the various contracts.

The item Mortgages refers to financing granted to Tool Reply GmbH by Commerzbank for a total amount amounting to 2,500 thousand Euros to be used by 30 June 2028. The loan is reimbursed on a quarter-year basis (at 0.99%). As at 30 June 2025 this line had been used for 791 thousand Euros.

It should also be noted that on 24 May 2018 Reply S.p.A. undersigned with Unicredit S.p.A. a mortgage loan secured by guarantee for the purchase and renovation of the property De Sonnaz for a total amount of 40,000 thousand Euros. On December 18, 2024 an amendment was signed with the same institution, agreeing to extend the period of use from 66 to 90 months (as with the amendment of November 15, 2021), with the possibility to obtains mortgage disbursements till November 30, 2025. The mortgage is disbursed in relation to the progress of the work. On June 3, 2025, an early repayment of the principal amount of 2,800 thousand Euros was made. As at 30 June 2025 the outstanding amount was 34,500 thousand Euros.

The item IFRS 16 financial liabilities is related to the financial lease liabilities at 30 June 2025.

The item Derivative financial instruments refers to a loan established with Unicredit S.p.A. to hedge changes in floating interest rates on loans and/or mortgages; the total underlying value is 10,431 thousand Euros. The effective component of the instrument is stated in the Statement of changes in net equity.

The carrying amount of the Financial Liabilities approximates the value determined through the application of the amortised cost method.

Net financial indebtedness

The net financial indebtedness reported below was prepared according to CONSOB communication no. DEM/6064293 of July 28, 2006, updated with the provisions of ESMA guideline 32-382-1138 of March 4, 2021 as implemented by the CONSOB warning no. 5/21 of 29 April 2021.

(thousand Euros) 30/06/2025 31/12/2024 Change
A Cash 466,887 491,834 (24,947)
Cash equivalents
Current financial assets 68,954 45.767 23,187
Cash (A+B+C)
D
535,840 537,600 (1,760)
E Current financial liabilities 41,794 35,601 6.194
Short-term portion of long-term financial liability 13,433 19.311 (5,878)
G Financial liabilities short-term (E+F) 55,228 54,911 316
H Net financial debt short-term (G-D) (480,613) (482,689) 2,076
Financial liabilities long-term 118,142 133,639 (15,497)
J Financial instruments (25) (34) 9
K Other liabilities Iong-term 52,283 109.600 (57,317)
L Financial debt long-term (I+J+K) 170,400 243.205 (72,804)
Total financial debt (310,213) (239,484) (70,728)

Net financial indebtedness includes IFRS 16 financial liabilities amounting to 113,534 thousand Euros, of which 80,227 thousand Euros were non-current and 33,308 were current.

The item Commercial and other non-current liabilities is related to liabilities to minority shareholders and Earnout assimilated to unpaid debts with a significant implicit financial component.

For further details with regards to the above table see Note 27 as well as Note 30.

Pursuant to the aforementioned recommendations long term financial assets are not included in the net financial indebtedness.

As previous mentioned in Note 29, Due to minority shareholders and Earn-out are included in the invested capital and are not included in the net financial managerial position.

Change in financial liabilities during the first half of 2025 is summarized below:

(thousand Euros)
Total financial liabilities 2024 188,516
Bank overdrafts (121)
IRS and other (278)
Non-current financial liabilities 2024 188,118
IFRS 16 financial liabilities (6,323)
Cash flows (16,803)
Total non-current financial liabilities as at 30 June 2025 164,991
Bank overdrafts 8.076
IRS and other 278
Total financial liabilities as at 30 June 2025 173.345

NOTE 31 - EMPLOYEE BENEFITS

Employee benefits are detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Employee severance indemnities 44.581 42.664 1.916
Employee pension funds 7.214 7.325 (111)
Directors severance indemnities 1.508 1.508
Other 31.371 32.751 (1.380)
Total 84.674 84.248 425

Employee severance indemnities

The Employee severance indemnity represents the obligation to employees under Italian law (amended by Law 296/06) that has accrued up to 31 December 2006 and that will be settled when the employee leaves the company. In certain circumstances, a portion of the accrued liability may be given to an employee during his working life as an advance. This is an unfunded defined benefit plan, under which the benefits are almost fully accrued, with the sole exception of future revaluations.

The procedure for the determination of the Company's obligation with respect to employees was carried out by an independent actuary according to the following stages:

  • · Projection of the Employee severance indemnity already accrued at the assessment date and of the portions that will be accrued until when the work relationship is terminated or when the accrued amounts are partially paid as an advance on the Employee severance indemnities;
  • · Discounting, at the valuation date, of the expected cash flows that the company will pay in the future to its own employees;
  • Re-proportioning of the discounted performances based on the seniority accrued at the valuation date with respect to the expected seniority at the company must fulfil its obligations. In order to allow for the changes introduced by Law 296/06, the re-proportioning was only carried out for

employees of companies with fewer than 50 employees that do not pay Employee severance indemnities into supplementary pension schemes.

Reassessment of Employee severance indemnities in accordance with IAS 19 was carried out "ad personam" and on the existing employees, that is analytical calculations were made on each employee in force in the company at the assessment date without considering future work force.

The actuarial valuation model is based on the so-called technical bases which represent the demographic, economic and financial assumptions underlying the parameters included in the calculation.

In accordance with IAS 19, Employment severance indemnities at 30 June 2025 are summarized in the table below:

(thousand Euros)
Balance as at 31/12/2024 42,664
Cost relating to current work (service cost) 3,753
Actuarial (gain)/loss (1,126)
Interest cost 709
Indemnities paid during the year (1,419)
Balance as at 30/06/2025 44.581

Employee pension funds

The Pension fund item relates to liability as regards the defined benefit pensions of some German companies.

Director's severance indemnities

This amount is related to Directors severance indemnities paid during the year.

Other

The item Other includes payables accrued in connection with long-term incentive plans based on specific objectives.

NOTE 32 - DEFERRED TAX LIABILITIES

Deferred tax liabilities at 30 June 2025 amount to 27,845 thousand Euros and are referred mainly to the fiscal effects arising from temporary differences of statutory income versus taxable income.

Deferred tax liabilities have not been recognized on retained earnings of the subsidiary companies as the Group is able to control the timing of distribution of said earnings and in the near future does not seem likely. It is noted that the item has been recorded net of deferred tax assets for an amount of 11,287 thousand Euros.

NOTE 33 - PROVISIONS

Provisions amount to 24,315 thousand Euros (of which 23,481 thousand Euros are non-current). Change in the first half of 2025 is summarized in the table below:

(thousand Euros) Balance at
31/12/2024
Accruals Utilization Reversals Other changes Balance at
30/06/2025
Fidelity fund 906 19 (35) 890
Provision for risks 47.946 (15.220) (9.300) 23,425
Total 48.852 19 (15.254) (9.300) 1 24.315

Employee fidelity provisions refer mainly to provisions made for the employees of some German companies in relation to anniversary bonuses. The liability is determined through actuarial calculations applying a 5.5% rate.

The item Provision for risks refers to the provisions that individual companies made mainly for contractual, commercial and litigations in Italy and abroad.

Regarding the preventive seizure that affected the parent company Reply S.p.A. for which it was necessary to post a provision for 8 million Euros, it is specified that according to the offense contested is that referred to in Article 640-ter, paragraphs 1 and 3 of the Penal Code, during the period 2017-2020. It is specified that no liability is contested under Legislative Decree 231/2001 and, as far as we know, the proceeding is still in the preliminary investigation phase.

Also to be noted, that during the first half of 2025, the dispute regarding a professional liability lawsuit was resolved. The total expenditure incurred for settling the dispute was 15 million Euros. This amount was fully covered by the professional liability insurance policy, despite an initial denial of the insurance company (net of the contractual deductible of 0.3 million Euros). Due to this uncertainty, as of December 31, 2024, a risk provision equivalent to the entire estimated potential liability, amounting to 24 million Euros, had been allocated. Following the positive resolution of the dispute and the recognition of insurance coverage, it was possible to fully release the risk provision that had originally been set aside.

NOTA 34 - TRADE PAYABLES

Trade payables at 30 June 2025 amount to 177,608 thousand Euros and are detailed as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Trade pavables 179.673 186.475 (6.801)
Advances to suppliers (2.065) (3.242) 1.177
Total 177.608 183,233 (5.624)

Trade payables are initially recognised at fair value, adjusted for any transaction costs directly attributable to and are subsequently valued at amortised cost. The amortised cost of current trade payables corresponds to the nominal value.

NOTE 35 - OTHER CURRENT LIABILITIES AND INCOME TAX PAYABLES

Other current liabilities and income tax payables at 30 June 2025 amounted to 571,093 thousand Euros with a decrease of 108,990 thousand Euros with respect to the previous financial year.

Detail is as follows:

(thousand Euros) 30/06/2025 31/12/2024 Change
Income tax payable 25.516 39.155 (13,639)
VAT payable 14,343 20,291 (5,949)
Withholding tax and other 19,868 25,585 (5.717)
Total due to tax authorities 59,727 85,031 (25,304)
National social insurance payable 52.514 58.433 (5.919)
Other 5,455 6.118 (663)
Total due to social securities 57.969 64,551 (6,583)
Employee accruals 158,376 149,417 8,959
Other payables 197,243 304,622 (107,380)
Accrued expenses and deferred income 97.779 76.462 21,317
Total other payables 453,397 530,501 (77,103)
Total 571,093 680,083 (108,990)

Due to tax authorities amounting to 59,727 thousand Euros, mainly refers to income tax payables and payables due to tax authorities for withholding tax on employees and professionals' compensation.

Due to social security authorities amounting to 57,969 thousand Euros, is related to both Company and employee's contribution payables.

Other payables at 30 June 2025 amount to 453,397 thousand Euros and mainly include:

  • amounts due to employees that at the balance sheet date had not yet been paid;
  • · remuneration of directors recognised as participation in the profits of the subsidiary companies;
  • · amounts invoiced to customers exceeding the value of the work in progress amounting to 143,373 thousand Euros (222,510 thousand Euros at 31 December 2024);
  • · accrued Expenses and Deferred Income, that increase in the first half of 2025 by 21,317 thousand Euros, mainly relate to advance invoicing in relation to T&M consultancy activities to be delivered in the subsequent financial year.

Other current payables and liabilities are initially recognised at fair value, adjusted for any transaction costs directly attributable to and are subsequently valued at amortised cost. The amortised cost of these liabilities corresponds to the nominal value.

NOTE 36 - SEGMENT REPORTING

Segment reporting has been prepared in accordance with IFRS 8, as a breakdown of revenues by geographic area, determined as the area in which the services are executed.

The segments subject to reporting are identified based on the factors used for the management and organization of the Group's activities. In particular, management has chosen to structure the Group according to the geographical areas of operation, which represent the main business segments. The identified sectors are: Region 1, Region 2, Region 3, and IoT Incubator, the latter dedicated to managing investments in startups made by the investment company Breed Reply Investments Ltd.

(thousand Euros) Region 1 % Region 2 % Region 3 06 loT
Incubator
% Interseg
ment
H1 2025 %
Revenues 772,655 100 233,749 100 237,279 100 (33,559) 1,210,125 100
Operating costs (607,949) 78.7) (200,901) (85.9) (210,857) (88.9) (312) 33,559 (986,461) (81.5)
Gross operating income 164,706 21.3 32,848 14.1 26,422 11.1 (312) 223,664 18.5
Amortization,
depreciation and write-
downs
(15.737) (2.0) (9,475) (4.1) (27.157) (11.4) (52,369) (4.3)
Fair value adjustments to
deferred consideration
(1,876) (0.2) 871 18.093 7.6 17.087 1.4
Operating income 147,092 19.0 24,243 10.4 17,358 7.3 (312) 188,382 15.6
Gain/(loss) on
investments
Financial income/(loss) 1,882 0.3 (3,072) (1.3) (6.302) (2.7) (1,477) (8.969) (0.7)
Income before taxes 148,975 19.3 21,171 9.1 11,057 4.7 (1,789) 179,413 14.8
(thousand Euros) Region 1 00 Region 2 06 Region 3 ల్లిన loT
Incubator
% Interseg
ment
H1 2024 %
Revenues 719,074 100 228,730 100 198,269 100 - (31,738) 1,114,336 100
Operating costs (582,337) (81.0) (202,200) (88.4) (180,789) (91.2) (301) 31,738 (933,876) (83.8)
Gross operating income 136,738 19.0 26,531 11.6 17.480 8.8 (301) - 180,459 16.2
Amortization,
depreciation and write-
downs
(16,043) (2.2) (9.259) (4.0) (6.125) (3.1) (31.427) (2.8)
Fair value adjustments to
deferred consideration
(2,909) (0.4) 57 465 0.2 (2,386) (0.2)
Operating income 117,786 16.4 17,329 7.6 11,821 5.9 (301) 146,646 13.2
Gain/(loss) on
investments
(3,223) (3,223) (0.3)
Hinancial income/(loss) 13.072 1.8 (5.168) (2.3) (4,203) (2.1) (840) 2,861 0.2
Income before taxes 130,857 18.2 12,161 5.3 7,618 3.8 (4,363) 146,285 13.1

-

Breakdown of revenues by type is as follows:

REGION 1 REGION 2 REGION 3 IoT INCUBATOR
BUSINESS LINE 1st half
25
1st half
24
1st half
25
1st half
24
1st half
25
1st half
24
1st half
25
1st half
24
T&M 17.7% 18.0% 54.5% - 55.9% 53.2% 64.6%
FIXFD PRICE
PROJECTS
82.3% 82.0% 45.5% - 44.1% - - - 46.8% 35.4%
OTHER BUSINESS 100.0% 100.0%
TOTAL 100.0% 100.0% 100.0% 100.0% - - 100.0% - 100.0% - 100.0%

The following table provides a breakdown of net invested capital by Region:

(thousand Euros) Region 1 Region 2 Region 3 o
Incubator
Intersegment 30/06/2025
Current operating assets 651,701 155,108 161.561 2.976 (108,564) 862,783
Current operating liabilities (590,302) (96,287) (171,728) (21,235) 108,564 (770,989)
Net working capital (A) 61,399 58,821 (10,167) (18,259) 91,793
Non-current assets 420,054 310,842 320,539 22,131 1,073,566
Non-financial liabilities long term (97,394) (29.074) (40,596) 235 (166,828)
Fixed capital (B) 322,660 281,768 279,943 22,366 906,739
Net invested capital (A+B) 384,059 340,589 269,776 4,107 998,531
(thousand Euros) Region 1 Region 2 Region 3 ol
Incubator
Intersegment 31/12/2024
Current operating assets 749.128 185,641 141,901 3.870 (111,037) 969.502
Current operating liabilities (715,185) (134,410) (156,851) (21,383) 111,037 (916,792)
Net working capital (A) 33,942 51,232 (14,950) (17,514) 52,711
Non-current assets 445.099 316,460 339,268 23.005 1,123,832
Non-financial liabilities long term (118.869) (33.655) (70.386) 243 (222.667)
Fixed capital (B) 326,229 282,805 268,883 23,248 901.165

Breakdown of employees by operating segment is as follows:

Region 30/06/2025 30/06/2024 Change
Region 1 11.083 10,313 770
Region 2 3.050 3,056 (6)
Region 3 2,127 1.937 190
loT Incubator
Total 16,261 15,307 954

NOTE 37 - TRANSACTIONS WITH RELATED PARTIES

In accordance with IAS 24 Related parties are Group companies and persons that are able to exercise control, joint control or have significant influence on the Group and on its subsidiaries and key management with strategic responsibilities and related families.

Transactions carried out by the group companies with related parties that as of the reporting date are considered ordinary business and are carried out at normal market conditions.

The main economic and financial transactions with related parties are summarized below.

(thousand
Euros)
Financial
transactions
30/06/2025 31/12/2024 Nature of
transaction
Parent
companies
Key Management
with strategic
responsibilities
Other Parent
companies
Key Management
with strategic
responsibilities
Other
Trade
receivables
1 41 29 Receivables from
professional
services
Trade
payables and
other
1,504 1,205 Payables for
professional
services and
official rentals
offices
Other
payables and
employee
benefit
21,142 74 20.100 148 Payables for
emoluments to
Directors and
Managers with
strategic
responsibilities and
Board of Statutory
Auditors
Economic
transactions
1° half 2025 1° half 2024 Nature of
transaction
Parent
companies
Key Management
with strategic
responsibilities
Other Parent
companies
Key Management
with strategic
responsibilities
Other
Revenues
from
professional
services
10 23 Receivables from
professional
services
Services from
Parent
company and
related
parties
444 759 421 555 Service contracts
relating to office
rental, and office
administration
Services from
Parent
company and
related
parties
24 159 48 113 Other services
Personnel 9.137 9,193 Emoluments to
Directors and Key
Management with
strategic
responsibilities
Services and
other costs
74 74 Emoluments to
Statutory Auditors

With reference the Cash flows statement, the above mentioned transactions impact the change in working capital by 1,336 thousand Euros.

Reply Group Main economic and financial transactions

In accordance with IAS 24, emoluments to Directors, Statutory Auditors and Key Management are also included in transactions with related parties.

In accordance with Consob Resolution no, 15519 of 27 July 2006 and Consob communication no, DEM/6064293 of 28 July 2006 the financial statements annexed herein present the Consolidated Income

statement and Balance Sheet showing transactions with related parties separately, together with the percentage incidence with respect to each account caption.

Pursuant to Art, 150, paragraph 1 of the Italian Legislative Decree n, 58 of 24 February 1998, no transactions have been carried out by the members of the Board of Directors that might be in potential conflict of interests with the Company.

NOTE 38 - GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES

GUARANTEES

Guarantees and commitments where existing, have been disclosed at the item to which they refer.

Note that:

  • · the Domination Agreement contract undersigned in 2010 between Reply Deutschland SE, dominated company, and Reply S.p.A, dominating company, ceased to exist from the date of legal efficacy of the merger for incorporation of Reply Deutschland SE in Reply S.p.A and with this, the obligations taken on by Reply. It is reported that the judgment of the qualified German Court is still pending for deciding on the suitability of the strike value of the acquisition option of shares on request of the minority shareholders of Reply Deutschland SE at a pre-determined price (8.19 Euros). On June 2018, the German court took note of the agreement reached between the parties also affected by the agreement related to the merger of the following point. With regard to shareholders who did not join the settlement agreement, in February 2019, the German Court issued a judgment that provides for an increase of 1.81 Euros in the price paid per share and an increase of 0.07 Euros gross of the dividends paid in 2010-2013. The financial effects on the Group are covered by specific provisions.
  • · with regards the merger operation for the incorporation of Reply Deutschland SE in Reply S.p.A. the assessment procedures foreseen find application with reference to the exchange ratio and the corresponding amount in cash. Within three months from the merger in the Turin Companies Register, each minority shareholder was able to present a petition for the purpose of commencing, in compliance with German law, before a Judge qualified in Germany - who shall have exclusive jurisdiction - the assessment in the Share Swap ratio and the corresponding amount in cash. Some minority shareholders have commenced the aforementioned procedures and, following exchanges with the minority shareholders and their appointed representative, the Company has reached a settlement agreement where the payment of an additional amount. The expenses arising from this agreement amounting to approximately 5 million Euros is covered by specific provisions (please see Note 33). In relation to the above accruals, as a result of the utilizations, the provision for risks has a residual amount of 87 thousand Euros at 30 June 2025.

CONTINGENT LIABILITIES

As an international company, the Group is exposed to numerous legal risks, particularly in the area of product liability, environmental risks and tax matters. The outcome of any current or future proceedings cannot be predicted with certainty. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers' compensation payments and could affect the Group financial position and results.

Instead, when it is probable that an overflow of resources embodying economic benefits will be required to settle obligations and this amount can be reliably estimated, the Group recognizes specific provision for this purpose.

NOTA 39 - EVENTS SUBSEQUENT TO 30 JUNE 2025

No significant events have occurred subsequent to 30 June 2025.

NOTA 40 - APPROVAL OF THE HALF YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND AUTHORIZATION TO PUBLISH

The Half year condensed consolidated financial statements at 30 June 2025 were approved by the Board of Directors on July 31, 2025 which authorized the publication within the terms of law.

NOTE 41 - CLIMATE CHANGE

Climate change represents a global challenge that also affects business activities, influencing employee wellbeing, the management of operational sites, and energy efficiency. Reply is aware of the importance of adopting measures to reduce its environmental footprint and ensure operational continuity in a context of increasing attention to sustainability. Throughout the year, the Group has implemented initiatives aimed at optimizing energy consumption at its locations, promoting the adoption of renewable energy sources and energy efficiency systems. Additionally, it has promoted sustainable mobility policies for employees, offering remote working options and encouraging the use of low environmental impact vehicles.

To date, the analysis conducted has not highlighted any significant impacts of climate change on the half year interim financial statements, either in terms of operating costs or revenues.

For further information, please refer to the specific paragraph of the notes of the Annual 2024 Report.

Despite the absence of significant impacts on current accounting estimates, the Group will continue to monitor regulatory developments and market conditions to promptly adjust its assessments.

-

ANNEXED TABLES

CONSOLIDATED STATEMENT OF INCOME PREPARED PURSUANT TO CONSOB RESOLUTION NO. 15519 OF 27 JULY 2006

(thousand Euros) 1° half
2025
of which with
related parties
ಗಿರ 1° half
2024
of which with
related parties
లిం
Revenues 1,210,125 10 0.0% 1,114,336 23 0.0%
Other income 3.708 0.0% 10.342 0.0%
Purchases (29,031) 0.0% (21,259) 0.0%
Personne (667,571) (9,173) 1.4% (625,388) (9,193) 1.5%
Services costs (312,241) (1,461) 0.5% (298,279) (1,211) 0.4%
Amortization, depreciation and write-
downs
(52,369) 0.0% (31,427) 0.0%
Other operating (costs)/income 18.674 0.0% 707 - 0.0%
Fair value adjustments to deferred
consideration
17,087 0.0% (2,386) 0.0%
Operating income 188,382 0.0% 146.646 - 0.0%
(Loss)/gain on investments 0.0% (3.223) 0.0%
Financial income/(expenses) (8,969) 0.0% 2.861 0.0%
Income before taxes 179,413 0.0% 146.285 0.0%
Income taxes (53,824) 0.0% (44,764) - 0.0%
Net income 125,589 0.0% 101,521 - 0.0%
Non-controlling interest (834) 0.0% (1.580) 0.0%
Net income of the Parent company 124,755 0.0% 99,942 0.0%

CONSOLIDATED STATEMENT OF FINANCIAL POSITION PREPARED PURSUANT TO CONSOB RESOLUTION NO. 15519 OF 27 JULY 200

of which with of which
(thousand Euros) 30/06/2025 related
parties
ల్లిన 31/12/2024 with related
parties
ಳಿ
Tangible assets 148,393 0.0% 132,343 0.0%
Goodwill 651,536 0.0% 693,210 0.0%
Intangible assets 86,832 - 0.0% 95,802 0.0%
RoU Assets 101,993 - 0.0% 107,055 0.0%
Equity investments 19,357 0.0% 19,809 0.0%
Other financial assets 7,732 0.0% 9,055 0.0%
Deferred tax assets 57,723 0.0% 66,557 0.0%
Non-current assets 1,073,566 0.0% 1,123,832 0.0%
Inventories 235,899 - 0.0% 68,369 0.0%
Trade receivables 477,484 1 0.0% 757,558 70 0.0%
Other receivables and current assets 107,722 - 0.0% 115,901 0.0%
Current income tax receivables 41,678 0.0% 21,615 0.0%
Financial assets 68,954 0.0% 45,767 0.0%
Cash and cash equivalents 466,887 0.0% 491,834 0.0%
Current assets 1,398,623 0.0% 1,507,103 0.0%
TOTAL ASSETS 2,472,189 - 0.0% 2,630,935 0.0%
Share Capital 4,863 0.0% 4,863 0.0%
Other reserves 1,229,863 0.0% 1,084,186 0.0%
Net result of the period 124,755 0.0% 211,139 0.0%
Equity of the Parent company 1,359,481 - 0.0% 1,300,188 0.0%
Non-controlling interest 1,546 - 0.0% 2,773 0.0%
NET EQUITY 1,361,027 - 0.0% 1,302,960 0.0%
Due to minority shareholders and Earn-out 30,829 - 0.0% 57,478 0.0%
Financial liabilities 37,891 0.0% 48,910 0.0%
Financial liabilities from RoU 80,227 0.0% 84,695 0.0%
Employee benefits 84,674 - 0.0% 84,248 0.0%
Deferred tax liabilities 27,845 0.0% 33,443 0.0%
Provisions 23,481 0.0% 47,497 0.0%
Non-current liabilities 284,945 0.0% 356,271 0.0%
Due to minority shareholders and Earn-out 21,454 0.0% 52,121 0.0%
Financial liabilities 21,920 0.0% 19,748 0.0%
Financial liabilities from RoU 33,308 0.0% 35,163 0.0%
Trade payables 177,608 1,504 0.8% 183,233 1.205 0.7%
Other current liabilities 545,577 21,216 3.9% 640,928 20,248 3.2%
Income tax Payables 25,516 0.0% 39,155 0.0%
Provisions 834 0.0% 1,355 0.0%
Current liabilities 826,217 0.0% 971,703 0.0%
TOTAL LIABILITIES 1,111,162 0.0% 1,327,974 0.0%
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
2,472,189 0.0% 2,630,935 0.0%

LIST OF COMPANIES AT 30 JUNE 2025

Company name Headquarters Group interest
Parent company
Reply S.p.A. Turin – Corso Francia, 110 - Italy
Companies consolidated on line by line basis:
4brands Reply GmbH & CO. KG. Minden, Germany 51.00%
Air Reply S.r.l. Turin, Italy 100.00%
Airwalk Consulting Ltd. Edinburgh, Scotland 100.00%
Alpha Reply GmbH Guetersloh, Germany 100.00%
Aim Reply Ltd London, United Kingdom 100.00%
Arlanis Reply S.r.l. I urin, Italy 100.00%
Arlanis Reply AG Potsdam, Germany 100.00%
Arlanis Reply Ltd London, United Kingdom 100.00%
Aktive Reply S.r.I. I urin, Italy 100.00%
Atlas Reply S.r.I. I urin, Italy 100.00%
Autonomous Reply GmbH Guetersloh, Germany 100.00%
Auxulus Reply GmbH Munich, Germany 100.00%
Avantage Reply Ltd. London, United Kingdom 100.00%
Avantage Reply S.r.I. I urin, Italy 100.00%
Avantage Reply (Belgium) S.r.l Brussels, Belgium 100.00%
Avantage Reply (Luxembourg) Sarl Itzig, Luxembourg 100.00%
Avantage Reply (Netherlands) BV Amsterdam, Netherlands 100.00%
Avvio Reply Ltd. London, United Kingdom 100.00%
Blue Reply S.r.l. Turin, Italy 100.00%
Blue Reply GmbH Guetersloh, Germany 100.00%
Bridge Reply S.r.l. I urin, Italy 100.00%
Business Elements Reply Sa Leudelange, Luxembourg 100.00%
Business Elements Reply Sa Brussels, Belgium 100.00%
Business Reply S.r.l. Turin, Italy 100.00%
Business Reply Public Sector S.r.l. I urin, Italy 100.00%
Breed Reply Investment Ltd London, United Kingdom 100.00%
Canvas Reply GmbH Hamburg, Germany 100.00%
Canvas Reply Ltd. London, United Kingdom 100.00%
Cluster Reply S.r.I. Turin, Italy 100.00%
Cluster Reply GmbH Munich, Germany 100.00%
Cluster Reply Dynamics GmbH Guetersloh, Germany 100.00%
Cluster Reply Informatica LTDA. San Paolo, Brazil 100.00%
Cluster Reply Roma S.r.I. Turin, Italy 100.00%
Comwrap Reply GmbH Frankfurt, Germany 100.00%
Comwrap Reply LLC Atlanta, USA 100.00%

ComSysto D.O.O. Zagreb, Croatia 100.00%
ComSysto Reply GmbH Munich, Germany 100.00%
Concept Reply GmbH Munich, Germany 100.00%
Concept Reply LLC Michigan, USA 100.00%
Concept Quality Reply Ltd. London, United Kingdom 100.00%
Consorzio Reply Public Sector I urin, Italy 100.00%
Core Reply S.r.I. Turin, Italy 100.00%
Cortex Reply Ltd London, United Kingdom 100.00%
Data Reply S.r.I. Turin, Italy 100.00%
Data Reply GmbH Munich, Germany 100.00%
Discovery Reply S.r.l. I urin, Italy 100.00%
e*finance consulting Reply S.r.l. I urin, Italy 100.00%
efinance consulting Reply GmbH Guetersloh, Germany 100.00%
Elbkind Reply GmbH Hamburg, Germany 100.00%
Eos Reply S.r.l. I urin, Italy 100.00%
Everlo Reply GmbH Guetersloh, Germany 100.00%
Fincon Reply GmbH Hamburg, Germany 100.00%
Forge Reply S.r.I. Turin, Italy 100.00%
Frank Reply GmbH Guetersloh, Germany 100.00%
Go Reply S.r.I. Turin, Italy 100.00%
Go Reply GmbH Guetersloh, Germany 100.00%
Gray Matter Reply Ltd London, United Kingdom 100.00%
Hermes Reply S.r.l. I urin, Italy 100.00%
Hermes Reply Consulting (Nanjing) Co. Ltd. Nanjing, China 100.00%
Industrie Reply LLC Michigan, USA 100.00%
Infinity Reply GmbH Düsseldorf, Germany 100.00%
IrisCube Reply S.r.l. I urin, Italy 100.00%
Ki Reply GmbH Guetersloh, Germany 100.00%
Laife Reply GmbH Munich, Germany 100.00%
Leadvise Reply GmbH Darmstadt, Germany 100.00%
Like Reply S.r.l. Turin, Italy 100.00%
Like Reply GmbH Guetersloh, Germany 100.00%
Liquid Reply GmbH Guetersloh, Germany 100.00%
Live Reply GmbH Düsseldorf, Germany 100.00%
Logistics Reply S.r.l. I urin, Italy 100.00%
Logistics Reply GmbH Munich, Germany 100.00%
Logistics Reply Roma S.r.l. I urin, Italy 100.00%
Lynx Recruiting Ltd London, United Kingdom 100.00%
Machine Learning GmbH Guetersloh, Germany 100.00%
Macros Reply GmbH Munich, Germany 100.00%
Mansion House Reply Ltd London, United Kingdom 100.00%
Mansion House Consulting Inc. Wilmington, USA 100.00%
Neo Reply GmbH Guetersloh, Germany 100.00%

Net Reply LLC Michigan, USA 100.00%
Net Reply S.r.l. Turin, Italy 100.00%
Nexi Digital S.r.l. I urin, Italy 51.00%
Nexi Digital Polska Sp. z o.o. Warsaw, Poland 51.00%
Next Reply GmbH Guetersloh, Germany 100.00%
Open Reply GmbH Guetersloh, Germany 100.00%
Open Reply S.r.l. Turin, Italy 100.00%
Pay Reply S.r.l I urin, Italy 100.00%
Portaltech Reply Ltd. London, United Kingdom 100.00%
Power Reply S.r.l. I urin, Italy 100.00%
Power Reply GmbH Munich, Germany 100.00%
Protocube Reply S.r.l. I urin, Italy 100.00%
Red Reply GmbH Frankfurt, Germany 100.00%
Reply Al Studios S.r.l. I urin, Italy 100.00%
Reply Consulting S.r.l. I urin, Italy 100.00%
Reply Deutschland SE Guetersloh, Germany 100.00%
Reply GmbH Zurich, Swiss 100.00%
Reply do Brasil Sistemas de Informatica Ltda Belo Horizonte, Brazil 100.00%
Reply Inc. Michigan, USA 100.00%
Reply Ltd. London, United Kingdom 100.00%
Reply Belgium SA Brussels, Belgium 100.00%
Reply Croatia d.o.o. Croatia 100.00%
Reply Digital Experience S.r.l. I urin, Italy 100.00%
Reply France SAS Paris, France 100.00%
Reply Sarl Sandweiler, Luxembourg 100.00%
Reply Services S.r.I. I urin, Italy 100.00%
Reply Polska Sp. z o.o. Katowice, Poland 100.00%
Retail Reply S.r.l. Turin, Italy 100.00%
Ringmaster S.r.l. I urin, Italy 50.00%
Riverland Reply GmbH Munich, Germany 100.00%
Roboverse Reply GmbH Guetersloh, Germany 100.00%
Sagepath Reply LLC Atlanta. USA 100.00%
Santer Reply S.r.l. I urin, Italy 100.00%
Security Reply S.r.I. Turin, Italy 100.00%
Sense Reply S.r.l. I urin, Italy 100.00%
Sensor Reply S.r.l. Turin, Italy 100.00%
Shield Reply S.r.l. I urin, Italy 100.00%
Shield Reply Ltd London, United Kingdom 100.00%
Solidsoft Reply Ltd. London, United Kingdom 100.00%
Solirius Reply Ltd London, United Kingdom 100.00%
Spark Reply S.r.I. Turin, Italy 100.00%
Spark Reply GmbH Munich, Germany 100.00%
Spike Reply Ltd London, United Kingdom 100.00%

Spike Reply Gmbh Cologne, Germany 100.00%
Spike Digital Reply GmbH Guetersloh, Germany 100.00%
Sprint Reply SA Brussel, Belgium 100.00%
Sprint Reply S.r.l. Turin, Italy 100.00%
Sprint Reply Ltd London, United Kingdom 100.00%
Sprint Reply GmbH Munich, Germany 100.00%
Storm Reply S.r.l. Turin, Italy 100.00%
Storm Reply Roma S.r.l. I urin, Italy 100.00%
Storm Reply GmbH Guetersloh, Germany 100.00%
Storm Reply Inc USA 97.00%
Storm Reply Ltd. London, United Kingdom 100.00%
Syskoplan Reply S.r.l. I urin, Italy 100.00%
Syskoplan Reply GmbH Guetersloh, Germany 100.00%
Syskoplan Cx Reply S.r.l I urin, Italy 100.00%
Syskoplan Reply LLC Philadelphia, USA 100.00%
Syskoplan IE Reply GmbH Guetersloh, Germany 100.00%
Sytel Reply Roma S.r.l. I urin, Italy 100.00%
Sytel Reply S.r.l. Turin, Italy 100.00%
Target Reply S.r.l. I urin, Italy 100.00%
Target Reply GmbH Guetersloh, Germany 100.00%
TamTamy Reply S.r.l. I urin, Italy 100.00%
Technology Reply S.r.l. I urin, Italy 100.00%
Technology Reply Roma S.r.l. I urin, Italy 100.00%
Technology Reply S.r.l. Bucharest, Romania 100.00%
Tender Reply S.r.l. I urin, Italy 100.00%
TD Reply GmbH Berlin, Germany 100.00%
TD Marketing Consultants, Beijing Co. Ltd Bejing, China 100.00%
Threepipe Reply Ltd. London, United Kingdom 100.00%
The Spur Group LLC Seattle, USA 100.00%
Tool Reply GmbH Guetersloh, Germany 100.00%
Triplesense Reply GmbH Frankfurt, Germany 100.00%
Up Reply GmbH Munich, Germany 100.00%
Valorem LLC Kansas City, USA 100.00%
Valorem Private Ltd Kochi, India 99.99%
Valorem GmbH Zurich, Swiss 100.00%
Valorem Reply Ltd. London, United Kingdom 100.00%
Vanilla Reply GmbH Guetersloh, Germany 100.00%
Wemanity Group SAS Paris, France 100.00%
WM Reply S.r.l. Turin, Italy 80.00%
WM Reply Inc Illinois, USA 100.00%
WM Reply Ltd London, United Kingdom 100.00%
WM Reply GmbH Guetersloh, Germany 100.00%
Whitehall Reply GmbH Guetersloh, Germany 100.00%

Whitehall Reply S.r.I. Turin, Italy 100.00%
Whitehall Al Reply S.r.I. Turin, Italy 100.00%
Xenia Reply S.r.I. Turin, Italy 100.00%
Xister Reply S.r.l. Turin, Italy 100.00%

Companies carried at fair value

CageEye AS Norway 1.1%
Dcbrain SAS France 5.80%
FoodMarble Digestive Health Ltd lreland 17.47%
iNova Design Ltd United Kingdom 27.25%
lotic Labs Ltd United Kingdom 4.1%
Kokoon Technology Ltd United Kingdom 25.70%
Metron Sas France 6.0%
RazorSecure Ltd United Kingdom 30.70%
Sensoria Inc. United States 25.97%
TAG Sensors AS Singapore 27.40%
Ubirch GmbH Germany 18.50%
7eetta Networks I td United Kingdom 24.00%
Yellow Line Parking Ltd United Kingdom 9.77%

Attestation of the consolidated financial statements in accordance with article 81-ter of Consob regulation no. 11971 of 14 may 1999 and subsequent amendments and additions

The undersigned, Mario Rizzante, in his capacity as Chief Executive Officer and Giuseppe Veneziano, director responsible of drawing up the Company's financial statements pursuant to the provisions of article 154-bis, paragraph 3 and 4 of legislative decree no. 58 of February 24, 1998, hereby attest:

  • · the adequacy with respect to the Company's structure and
  • · the effective application of the administrative and accounting procedures applied in the preparation of the condensed financial statements for the period ended June 30, 2025.

The assessment of the adequacy of administrative and accounting procedures used for the preparation of the condensed financial statements as of and for the period ended June 30, 2025 was carried out on the basis of regulations and methodologies defined by Reply prevalently coherent with the Internal Control -Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, an internationally-accepted reference framework.

The undersigned moreover attest that:

  • 1.
  • have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and Council, dated 19 July 2002;
  • -
  • provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.
    1. the related interim management report includes a reliable analysis of the performance and results of the management, as well as the situation of the issuer and the group of companies included in the consolidation, along with a description of the main risks and uncertainties to which they are exposed.
l urin, July 31, 2025
/s/ Mario Rizzante /s/ Giuseppe Veneziano
Chairman and Chief Executive Officer Director responsible of drawing up the
accounting documents
Mario Rizzante Giuseppe Veneziano

INDEPENDENT AUDITORS' REPORT

REPLY SPA

REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

To thè Shareholders of Reply SpA

Foreword

We have reviewed thè accompanying Consolidated condensed interim financial statements of Reply SpA and its subsidiaries (thè "Reply Group") as of 30 dune 2025, comprising thè Consolidated statement offinancial position, Consolidated statement of income, Consolidated statement of comprehensive income, statement of changes in Consolidated equity, Consolidated statement of cashflows and related notes. The directors ofReply SpA are responsible for thè preparation ofthè Consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as issued by thè International Accounting Standards Board and adopted by thè European Union. Our responsibility is to express a conclusion on these Consolidated condensed interim financial statements based on our review.

Scope of Review

We conducted our work in accordance with thè criteria for a review recommended by Consob in Resolution No. 10867 of 31 Juty 1997- A review of Consolidated condensed interim financial statements consists ofmaking enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on thè Consolidated condensed interim financial statements.

PricewaterhouseCoopers SpA

Sede legale: Milano 20145 Piazza Tre Torri 2 Tel. 02 77851 Fax 02 7785240 Capitale Sociale Euro 6.890.000,00 i.v. C.F. e P.IVA e Reg. Imprese Milano Monza Brìanza Lodi 12979880155 Iscritta al n' 119644 del Registro dei Revisori Legali - Altri Uffici: Ancona 60131 Via Sandro Tolti 1 Tel. 071 2132311 - Bari 70122 Via Abate Gimma 72 Tel. 080 5640211 - Bergamo 24121 Largo Belotti 5 Tel. 035 229691 - Bologna 40124 Via Luigi Carlo Farini 12 Tel. 051 6186211 - Brescia 25121 Viale Duca d'Aosta 28 Tel. 030 3697501 - Catania 95129 Corso Italia 302 Tel. 095 7532311 - Firenze 50121 Viale Gramsci 15 Tel. 055 2482811 - Genova 16121 Piazza Piccapietra 9 Tel. 010 29041 - Napoli 80121 Via dei Mille 16 Tel. 081 36181 - Padova 35138 Via Vicenza 4 Tel. 049 873481 - Palermo 90141 Via Marchese Ugo 60 Tel. 091 349737 - Parma 43121 Viale Tanara 20/A Tel. 0521 275911 - Pescara 65127 Piazza Ettore Troilo 8 Tel. 085 4545711 - Roma 00154 Largo Pochetti 29 Tel. 06 570251 - Torino 10122 Corso Palestre 10 Tel. 011 556771 - Trento 38122 Viale della Costituzione 33 Tel. 0461 237004 - Treviso 31100 Viale Felissent 90 Tel. 0422 696911 - Trieste 34125 Via Cesare Battisti 18 Tel. 040 3480781 - Udine 33100 Via Poscolle 43 Tel. 0432 25789 - Varese 21100 Via Albuzzi 43 Tel. 0332 285039 - Verona 37135 Via Francia 21/C Tel. 045 8263001 - Vicenza 36100 Piazza Pontelandolfo 9 Tel. 0444 393311

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that thè Consolidated condensed interim financial statements ofthè Reply Group as of 30 dune 2025 are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as issued by thè International Accounting Standards Board and adopted by thè European Union.

Turin, 1 August 2025

PricewaterhouseCoopers SpA

Signed by

Monica Maggio (Partner)

This report has been translated into Englishfrom thè Italian originai solelyfor thè convenience of international readers

Reply S.p.A. Corso Francia, 110, 10143 Torino – Italia

Tel. +39-011-7711594 Fax. +39-011-7495416 [email protected] www.reply.com

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