Interim / Quarterly Report • Sep 12, 2025
Interim / Quarterly Report
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This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.
Date of issue: 11 September 2025 This report is available online in the "Investors" section of the website www.eurotech.com
EUROTECH S.p.A. Registered offices: Via Fratelli Solari 3/A, Amaro (Udine), Italy Share capital: €9,657,277.25 fully paid in Tax code and Udine Company Register no.: 01791330309
| Corporate Bodies 5 | |
|---|---|
| Information for shareholders 6 | |
| Management report 7 | |
| Introduction 7 | |
| Performance highlights 7 | |
| The Eurotech Group 9 | |
| Statement of financial position16 | |
| Investments and research & development 19 | |
| Competitive scenario, outlook and future growth strategy 19 | |
| Treasury shares of the Parent Company owned by the Parent Company or subsidiaries 19 | |
| Disclosure on sovereign exposure 20 | |
| Regulatory simplification process based on Consob resolution no. 18079/201220 | |
| Corporate governance information 20 | |
| Unusual and/or atypical transactions 20 | |
| Other information 20 | |
| Events after the reporting period21 | |
| Condensed consolidated half-year financial statements at 30 June 2025 22 | |
| Consolidated statement of financial position 22 | |
| Consolidated income statement23 | |
| Consolidated statement of comprehensive income 23 | |
| Consolidated statement of changes in equity 24 | |
| Consolidated cash flow statement 25 | |
| Explanatory notes to the financial statements 26 | |
| A – Corporate information26 | |
| B – Reporting policies and IFRS compliance26 | |
| C – Scope of consolidation 28 | |
| D – Segment reporting 29 | |
| E – Breakdown of main items of the statement of financial position30 | |
| 1 – Intangible assets 31 | |
| 2 – Property, plant and equipment34 | |
| 3 – Equity investments in affiliates and other companies 35 | |
| 4 - Inventories 37 | |
| 5 – Trade receivables 38 | |
| 6 – Tax receivables and payables38 | |
| 7 – Other current assets39 | |
| 8 – Other current financial assets39 | |
| 9 – Cash and cash equivalents 40 | |
| 10 – Net financial position40 | |
| 11 – Equity 41 | |
| 12 – Basic and diluted earnings (losses) per share42 | |
| 13 – Financial liabilities 43 | |
| 14 – Employee benefits 43 | |
| 15 – Provisions for risks and charges44 | |
| 16 – Trade payables 45 | |
| 17 – Other current liabilities 45 | |
| 18 — Payables for business combinations 46 | |
| F – Breakdown of the main income statement items 47 | |
| 19 – Costs of raw and auxiliary materials and consumables47 | |
| 20 – Other operating costs net of cost adjustments 47 | |
| 21 – Service costs 48 | |
| 22 – Payroll costs 48 | |
| 23 – Cost adjustments for internally generated non-current assets49 | |
| 24 – Other income49 |
| 25 – Depreciation, amortisation and write-downs 49 | |
|---|---|
| 26 – Financial income and charges 50 | |
| 27 – Income tax for the period50 | |
| 28 – Statement of comprehensive income51 | |
| G – Other information 52 | |
| 29 – Related-party transactions52 | |
| 30 – Financial risk management: objectives and criteria 52 | |
| 31 – Derivatives 55 | |
| 32 – Share-based payments 55 | |
| 33 – Non-recurring costs and revenues59 | |
| 34 – Events after the reporting period59 | |
| 35 – Seasonality of business activities 60 | |
| Certification of the Condensed Consolidated Half-Year Financial Statements 61 | |
| Independent Auditor's Report 63 | |
| Board of Directors | |
|---|---|
| Chairman | Luca di Giacomo |
| Deputy Chairman | Aldo Fumagalli 1 3 |
| Chief Executive Officer | Massimo Milan |
| Director | Laura Amadesi 1 2 3 4 5 |
| Director | Davide Albino Carando 1 |
| Director | Michela Costa 1 2 3 4 5 |
| Director | Tiziana Olivieri 1 2 4 5 |
The current Board of Directors was appointed by the Ordinary Shareholders' Meeting on 27 April 2023, supplemented by the Ordinary Shareholders' Meeting on 15 October 2024, with regard to the appointment of Director Davide Albino Carando, and on 28 April 2025, with regard to the appointment of Director Tiziana Olivieri. Subsequently, the Board of Directors meeting of 5 June 2025, co-opted Director Massimo Milan, appointed concurrently as Chief Executive Officer, and the Board of Directors meeting of 23 June 2025, co-opted Director Laura Amadesi. In addition, the Shareholders' Meeting of 28 April 2025, resolved to reduce the number of directors from nine to seven.
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| Board of Statutory Auditors | |
|---|---|
| Chairman | Fabio Monti |
| Statutory Auditor | Laura Briganti |
| Statutory Auditor | Daniela Savi |
| Alternate Auditor | Clara Carbone |
| Alternate Auditor | Daniele Englaro |
The Board of Statutory Auditors currently in office was appointed by shareholders at the Annual General Meeting of 27 April 2023, and will remain in office until approval of the 2025 financial statements.
Ernst & Young
The independent auditor was appointed for the period 2023-2031 by shareholders at the Annual General Meeting of 27 April 2023.
| Corporate name and registered offices of the Parent Company | ||
|---|---|---|
| Eurotech S.p.A. | ||
| Via Fratelli Solari 3/A | ||
| 33020 Amaro (Udine), Italy | ||
| Udine Company | ||
| Register No. 01791330309 |
1 Non-executive Directors.
2 Independent directors pursuant to the Corporate Governance Code drawn up by the Corporate Governance Committee for Listed Companies.
3 Member of the Control and Risk Committee
4 Member of the Related Party Transactions Committee
5 Member of the Remuneration and Appointments Committee
The ordinary shares of Eurotech S.p.A., the Parent Company of the Eurotech Group, have been listed since 30 November 2005 in the Euronext Star Milan segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| Share capital | €9,657,277.25 |
|---|---|
| Number of ordinary shares (without nominal unit value specified) | 38,629,109 |
| Number of savings shares | - |
| Number of Eurotech S.p.A. ordinary treasury shares | 240,606 |
| Stock market capitalisation (based on the average share price in June 2025) | €40 million |
| Stock market capitalisation (based on the share price on 30 June 2025) | €40 million |
Relative performance EUROTECH S.p.A. 01.01.2025 – 30.06.2025

The consolidated financial statements of Eurotech Group were prepared in accordance with IFRS international accounting standards issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Art. 6 of EC Regulation 1606/2002 of the European Parliament and European Council of 19 July 2002.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
These condensed consolidated half-year financial statements at 30 June 2025 were prepared in accordance with the provisions of IAS 34 "Interim Financial Reporting", Art. 154-ter of the Consolidated Law on Finance as well as the relevant Consob provisions. This condensed consolidated half-year financial statements are subject to a limited audit according to the criteria recommended by Consob. The condensed consolidated half-year financial statements do not contain all the information and notes required for drafting the consolidated annual financial statements and therefore these financial statements must be read together with the consolidated annual financial statements at 31 December 2024.
Unless otherwise stated, data are expressed in thousands of euro.
| H1 2025 | % | H1 2024 | % | % change | |
|---|---|---|---|---|---|
| (€'000) | |||||
| OPERATING RESULTS | |||||
| SALES REVENUES | 21.483 | 100,0% | 29.261 | 100,0% | -26,6% |
| GROSS PROFIT MARGIN | 10.588 | 49,3% | 14.540 | 49,7% | -27,2% |
| EBITDA ADJ | (4.047) | -18,8% | (3.081) | -10,5% | -31,4% |
| Non recurring costs | (1.236) | -5,8% | (409) | -1,4% | -202,2% |
| EBITDA | (5.283) | -24,6% | (3.490) | -11,9% | -51,4% |
| EBIT | (7.718) | -35,9% | (5.838) | -20,0% | -32,2% |
| PROFIT (LOSS) BEFORE TAXES | (8.219) | -38,3% | (5.573) | -19,0% | -47,5% |
| GROUP NET PROFIT (LOSS) FOR THE PERIOD |
(7.564) | -35,2% | (5.511) | -18,8% | -37,3% |
| €'000 HIGHLIGHTS |
at June 30, 2025 |
at December 31, 2024 |
at June 30, 2024 |
|---|---|---|---|
| Non-current assets | 71.419 | 73.075 | 95.423 |
| - of which net intangible assets | 60.886 | 62.425 | 83.101 |
| - of which net tangible assets | 7.759 | 8.367 | 6.658 |
| Current assets | 34.935 | 38.292 | 45.361 |
| TOTAL ASSETS | 106.354 | 111.367 | 140.784 |
| Group shareholders' equity | 56.046 | 60.664 | 86.121 |
| Non-current liabilities | 22.471 | 24.246 | 16.505 |
| Current liabilities | 27.837 | 26.457 | 38.158 |
| TOTAL LIABILITIES AND EQUITY | 106.354 | 111.367 | 140.784 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| €'000 | at June 30, 2025 |
at December 31, 2024 |
at June 30, 2024 |
|---|---|---|---|
| (NET FINANCIAL POSITION) NET DEBT | 18.696 | 20.400 | 23.289 |
| NET WORKING CAPITAL | 9.516 | 14.684 | 20.315 |
| NET INVESTED CAPITAL * | 74.742 | 81.064 | 109.410 |
| CASH FLOW DATA | |||
| Cash flow generated (used) in operations | 191 | 4.277 | (366) |
| Cash flow generated (used) in investment activities | (1.616) | (4.959) | (2.055) |
| Cash flow generated (absorbed) by financial assets | 2.492 | (4.182) | (2.818) |
| Net foreign exchange difference | (823) | (394) | (556) |
| TOTAL CASH FLOW | 244 | (5.258) | (5.795) |
(*) Non-current, non-financial assets, inclusive of equity investments in associates and other companies and net working capital, minus noncurrent, non-financial liabilities.
| at June 30, | at December 31, | at June 30, | |
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| EMPLOYEES | 321 | 361 | 378 |
| (€' 000) | North America | Europe | Asia | Correction, reversal and elimination |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H1 2025 | H1 2024 | H1 2025 | H1 2024 | H1 2025 | H1 2024 | H1 2025 | H1 2024 | H1 2025 | H1 2024 | |||
| Third party Sales | 1.353 | 5.201 | 12.232 | 17.000 | 7.898 | 7.060 | 0 | 0 | 21.483 | 29.261 | ||
| Infra-sector Sales | 1 | 72 | 993 | 3.171 | 0 | 12 | ( 994) | ( 3.255) | 0 | 0 | ||
| Total Sales revenues | 1.354 | 5.273 | 13.225 | 20.171 | 7.898 | 7.072 | ( 994) | ( 3.255) | 21.483 | 29.261 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Eurotech is a global company with a strong international focus, which generates sales on three continents. It is a Group that has operating offices in Europe, North America and Japan, led and coordinated by its headquarters in Italy.
Eurotech has a long tradition spanning more than 30 years in the design and manufacture of embedded computers for special applications, where the ability of computers to withstand hostile environments and the need for continuous, uninterrupted operation are the determining factors. This is a high-value, low-volume niche market that has enabled the company to maintain a gross margin above the industry average over the years. For the past four years, Eurotech has been accelerating its move towards Edge Computing and Industrial IoT, with significant investments in its open-source software integrated with edge hardware, and in the differentiating
OT cybersecurity certifications that characterize its portfolio. As a result, the historic embedded computer business is being run on a "run for cash" basis.
The factors that characterize Eurotech in the Industrial IoT landscape are as follows:
Eurotech's technology resolves the conflict between Operational Technology (OT) and Information Technology (IT) at the Edge, thanks to integrated solutions that combine hardware and software; this conflict is unanimously recognized as the number one obstacle to the implementation of IoT projects by companies;
Plug&Play connectivity to field assets, which speeds up implementation times and reduces costs;
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Today, the Group's offering is modular, with different levels of hardware and software integration, and is structured as follows:
The sectors in which the Group has historically generated most of its revenue are industry and transportation, followed by medical. More recently, the new offering of integrated hardware and software for industrial IoT applications has enabled the Group to enter new sectors, such as energy. From a strategic point of view, the Group's current choice is to focus on four vertical markets that combine greater size and higher growth rates in the coming years: industrial automation, transportation & off-road, medical, and renewable energy & energygas-water networks.
| Company name | Business activity | Share capital | Group share |
|---|---|---|---|
| Parent company Eurotech S.p.A. |
It operates in the Edge Computer and Industrial IoT | €9,657,277.25 | |
| market, with primary focus on the Italian and EMEA markets. In terms of organisation, it performs the role of industrial holding coordinating all subsidiaries of the Eurotech Group. |
|||
| Subsidiaries and consolidated companies on a line-by-line basis | |||
| E-Tech USA Inc. | Holding company that controls 100% of Eurotech Inc. |
\$8,000,000 | 100.00% |
| EthLab S.r.l. | Service company for research and development on behalf of the Group |
€115,000 | 100.00% |
At 30 June 2025, the Eurotech Group consisted of the following companies:
| Eurotech France S.A.S. |
It operates in the French market, focusing on the IoT market in particular |
€795,522 | 100.00% |
|---|---|---|---|
| Eurotech Inc. | It operates in the US market with a focus on the industrial, medical and transport sectors |
\$26,500,000 | 100.00% |
| Eurotech Ltd. | It operates mainly in the United Kingdom and in Northern Europe |
£33,333 | 100.00% |
| I.P.S. Sistemi Programmabili S.r.l. in liquidation |
Operates in the Italian market under the IPS brand | €51,480 | 100.00% |
| InoNet Computer GmbH |
It operates under the InoNet brand in the DATCH market, providing highly reliable, powerful and robust industrial PCs |
€250,000 | 100.00% |
| Advanet Inc. | It operates in the Japanese market with a focus on the industrial, medical and transport sectors |
¥72,440,000 90.00% (1) |
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(1) For purposes of consolidation, it is considered as 100% owned, since Advanet Inc. holds the remaining 10% in the form of treasury shares.

| H1 2025 | % | H1 2024 | % | % change | ||
|---|---|---|---|---|---|---|
| (€'000) | ||||||
| OPERATING RESULTS | ||||||
| SALES REVENUES | 21.483 | 100,0% | 29.261 | 100,0% | -26,6% | |
| GROSS PROFIT MARGIN | (*) | 10.588 | 49,3% | 14.540 | 49,7% | -27,2% |
| EBITDA ADJ | (****) | (4.047) | -18,8% | (3.081) | -10,5% | -31,4% |
| Non recurring costs | (1.236) | -5,8% | (409) | -1,4% | -202,2% | |
| EBITDA | (**) | (5.283) | -24,6% | (3.490) | -11,9% | -51,4% |
| EBIT | (***) | (7.718) | -35,9% | (5.838) | -20,0% | -32,2% |
| PROFIT (LOSS) BEFORE TAXES | (8.219) | -38,3% | (5.573) | -19,0% | -47,5% | |
| GROUP NET PROFIT (LOSS) FOR THE PERIOD |
(7.564) | -35,2% | (5.511) | -18,8% | -37,3% |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(*) Gross profit margin is the difference between revenues from sales of goods and services and use of raw materials.
Sales revenues for the first half of the year remain strongly affected by the factors already highlighted in the first quarter, with particular reference to the low order intake in the second half of 2024, due in particular to the crisis in the industrial sector in Europe, with a collapse in industrial production in Germany. Despite this, order intake for 2025 is encouraging and the backlog for the second half of the year allows us to estimate that the second six months of the year will exceed the turnover recorded in the first six months.
Consolidated revenues for the first six months of 2025 amounted to €21.48 million, compared to €29.26 million in the first half of 2024. The decrease in turnover from one period to the next was 26.6%, an improvement compared to the 31.0% decrease recorded in the first quarter. At constant exchange rates, the change is essentially identical: -26.8%.
Revenues in the Edge AIoT segment remain the most significant, accounting for 59.2% of the total compared to 56.8% in the first six months of 2024; the traditional embedded business continued to decline, particularly due to the reduction in the United States, which was only partially offset by an increase in revenues in Japan.
Looking at the breakdown of revenues by geographic area of the Group's activities, the European area is the most significant with 56.9% of the total figure (H1 2024: 58.1%); the Japanese area is in second place with a contribution of 36.8% (H1 2024: 24.1%); lastly, the US area accounts for the remaining 6.3% (H1 2024: 17.8%).
The gross profit margin for the period amounted to €10.59 million, with an incidence on revenues of 49.3%. In percentage terms, this compares with 50.7% in the twelve months of 2024 and with a value of 49.7% in the first half of 2024.
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The margin remained stable compared to the first half of 2024 and also compared to the first quarter of 2025, when it was 49.6%, due to a substantially consistent mix of products sold, combined with constant control of the costs of purchased components.
Operating costs in the first six months of the fiscal year, before adjustments made for internal increases in development activities of €1.52 million (€1.80 million in the first half of 2024), amounted to €17.69 million, compared to €20.11 million in the first half of 2024. Net of non-recurring costs of €1.24 million (€0.4 in the first half of 2024), total operating costs for the first half of the year amounted to €16.45 million. The reduction from the first six months of 2023 is thus €1.27 million, which becomes €1.68 million net of non-recurring costs. The reduction in operating costs was therefore considerable compared to the first six months of 2024: €2.42 million (-12%), which becomes €3.25 million (-16.5%) net of non-recurring costs.
Non-recurring costs, reported in the income statement for the first half of 2025, relate to the Group's reorganization activities and concern three aspects in particular: one-off personnel costs related to workforce reduction, certain service costs incurred to facilitate and speed up this reorganization, and the portion relating to the severance pay granted to the Chief Executive Officer upon his departure in June 2025. In the first half of 2024, costs mainly related to personnel costs for workforce reorganization and, in part, to certain related service costs.
At historical exchange rates, there is a decrease in operating costs of 12.0%, which would be 12.2% at constant exchange rates. The reduction in operating costs has had its greatest impact in the United States, where a major reorganization took place between 2024 and 2025, affecting both staff and some of the services used locally. Other legal entities have also optimized the costs of their local operating structures and, where permitted, social safety nets have been used and agreements have been reached on salary reductions. As of June 30, 2025, there were 321 employees (361 as of December 31, 2024, and 378 as of June 30, 2024), with an average for the period of 347 (386 in the first half of 2024). Personnel costs, net of non-recurring costs, fell from €11.87 million (€11.91 million at constant exchange rates) to €10.33 million, a reduction of 13.0%. Including non-recurring costs, the change is 9.6%.
Gross operating costs as a percentage of revenues, due to the low level of revenues in the first half of the year, amounted to 81.9% (76.6% net of non-recurring costs) compared to 68.7% (67.3% net of non-recurring costs) in the first half of 2024.
Adjusted EBITDA i.e., net of non-recurring costs, amounted to €4.05 million (-35.5% of revenues) in the first six months of 2025, compared to €3.08 million (-10.5% of revenues) in the first six months of 2024. EBITDA for the first six months of 2025, considering non-recurring income statement items, amounted to €-5.28 million (-24.6% of revenues) compared to €-3.49 million (-11.9% of revenues) for the first six months of 2024.
In the first half, EBIT, i.e. the operating result, was €-7.72 million (-35.9% of revenues) compared to €-5.84 million in the first six months of 2024. In addition to the above, this performance reflects also the depreciation and the amortisation recognised in the income statement in the first six months of 2025.
The recognition of amortisation, depreciation and impairment of intangible assets and of property, plant and equipment had a €2.43 million impact compared to €2.35 million in the same period of 2024.
In the first six months of 2024, financial management recorded a loss of €0.50 million, compared with a gain of €0.27 million in the first half of 2024. The value for 2025 was affected by the different currency trend, which resulted in a negative net exchange rate effect of €0.06 million compared to a value, again positive, of €0.43 million in 2024 and by the recognition of financial income and interest income of €0.03 million referring for €0.40 million to the adjustment of the value of the liability recorded in the financial statements in 2022 as an earn-out for the acquisition of InoNet Computer GmbH.. Financial management relating to interest accounted for €0.41 million, a lower value compared to the first half of 2024 (€0.56 million) mainly due to the interest rates decrease on loans payable contracted at a floating rate and not subject to hedging policies.
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Pre-tax loss was €8.22 million compared to a still negative result of €5.57 million in the first six months of 2024.
Estimated taxes, calculated based on the rates established for the year, were a positive €0.66 million and mainly relate to the recognition of deferred tax assets on the results for the period of the German (€0.4 million) and Japanese (€0.16 million) companies, whose business plans provide for recoverability by the end of the year. No deferred tax assets were recognized on the results for the period of the Italian, American, and British companies, pending the definition of the Group's new business plan, which will support the identification of future taxable income..
The net result for the Group was €-7.56 million (it was negative for €5.51 million in the first six months of 2024) and its ratio to revenue was -35.2%.
As indicated in the explanatory notes to the consolidated financial statements for the year ended December 31, 2024, the Group oversees a single line of business known as "Modules and Platforms", which comprises a) embedded computing modules and systems for industrial, transport, medical and energy uses; b) Edge computers featuring low power consumption and high performances, to be used both in Internet of Things (IoT) solutions and to create applications where Artificial Intelligence (AI) algorithms are used; c) software frameworks and platforms for IoT applications.
The segment reporting is presented based on the geographic area in which the various Group companies operate and are currently monitored. This is defined by the location of goods and operations carried out by individual Group companies. The geographic areas identified within the Group are: North America, Europe and Asia.
The development in revenues, including intersectoral revenues, and margins by individual geographic area and the relative changes in the periods under review are set out below.
| (€' 000) | North America | Europe | Asia | Correction, reversal and elimination | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
|
| Third party Sales | 1.353 | 5.201 | 12.232 | 17.000 | 7.898 | 7.060 | 0 | 0 | 21.483 | 29.261 | |||||
| Infra-sector Sales | 1 | 72 | 993 | 3.171 | 0 | 12 | ( 994) | ( 3.255) | 0 | 0 | |||||
| Total Sales revenues | 1.354 | 5.273 -74,3% | 13.225 | 20.171 -34,4% | 7.898 | 7.072 11,7% | ( 994) | ( 3.255) -69,5% | 21.483 | 29.261 -26,6% | |||||
| Gross profit | 173 | 2.119 -91,8% | 2.727 | 9.471 -71,2% | 1.282 | 3.794 -66,2% | 6.406 | ( 844) -859,0% | 10.588 | 14.540 | -27,2% | ||||
| Gross profit margin - % | 12,8% | 40,2% | 20,6% | 47,0% | 16,2% | 53,6% | 49,3% | 49,7% | |||||||
| EBITDA | ( 5.283) | ( 3.490) -251,4% | |||||||||||||
| EBITDA margin - % | -24,6% | -11,9% | |||||||||||||
| EBIT | ( 7.718) | ( 5.838) -232,2% | |||||||||||||
| EBIT margin - % | -35,9% | -20,0% | |||||||||||||
Revenues in the North America business area amounted to €1.35 million in the first half of 2025, down 74.3% from €5.27 million in the first half of 2024. . This reduction is the result of a combination of two factors: a different distribution of turnover across the various quarters in 2025 compared to 2024 and a reduction in oneoff sales of end-of-life products recorded in the first six months of last year.
The European business area showed a 34.4% decline in the half-year comparison, from €20.17 million in the first half of 2024 to €13.22 million in the first half of 2025. This performance is a consequence of the negative trend in orders, particularly in the second half of 2024. The order backlog suggests a partial recovery of the gap in the second half of the year.
As in previous years, the European area has the highest turnover in the Edge AIoT sector, which recorded an increase of approximately 7% in percentage terms, thus accounting for almost all of the turnover generated by this area.
The Asia business area showed an increase of 11.7%, from €7.07 million to €7.90 million, mainly due to a different distribution of revenues across the various quarters of the year compared to 2024.
The breakdown of revenues by type, which also in application of IFRS 15 represents the disclosure of disaggregated revenues, is as follows:
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| FY 2025 | % | FY 2024 | % | % change | |
|---|---|---|---|---|---|
| (€' 000) | |||||
| SALES BY TYPE | |||||
| Industrial revenues | 17.622 | 82,0% | 25.242 | 86,3% | -30,2% |
| Services revenues | 3.861 | 18,0% | 4.019 | 13,7% | -3,9% |
| TOTALE SALES AND SERVICE REVENUES |
21.483 | 100,0% | 29.261 | 100,0% | -26,6% |
Based on the type of revenue, industrial revenue suffered the most significant decline. The reduction in service revenues was significantly more modest, falling by 3.9% year-on-year, attributable to lower customization related to engineering services for embedded projects for specific customers, while recurring revenues from software and professional services provided in the initial phases of new IoT projects remained constant.
The regional breakdown of revenues by customer location is shown below:
| (€' 000) BREAKDOWN BY GEOGRAPHIC AREA |
H1 2025 | % | H1 2024 | % | % change |
|---|---|---|---|---|---|
| European Union | 10.526 | 49,0% | 15.056 | 51,5% | -30,1% |
| United States | 1.304 | 6,1% | 4.867 | 16,6% | -73,2% |
| Japan | 7.882 | 36,7% | 7.026 | 24,0% | 12,2% |
| Other | 1.771 | 8,2% | 2.312 | 7,9% | -23,4% |
| TOTAL SALES AND SERVICE REVENUES | 21.483 | 100,0% | 29.261 | 100,0% | -26,6% |
Based on the breakdown of revenues by geographical area of the customer, it should be noted that revenues in the territory of the European Union remain predominant despite a reduction of 30.1%, with an incidence of 49.0% on total revenues in the first half year of 2025.
Despite a decrease of 12.2% in revenues, the Japan area is the second most significant area of the Group with an incidence of 36.7% (24.0% in the first half of 2024).
Finally, following the reduction in turnover in the two periods compared, the US area accounted for 6.1% (16.6% in the first half of 2024).
The remaining geographical areas accounted for 8.2% of total turnover in the first half of 2025 (7.9% in the first half of 2024).
| (€'000) | Notes | at June 30, 2025 |
at December 31, 2024 |
Changes |
|---|---|---|---|---|
| Intangible assets | 1 | 60.886 | 62.425 | ( 1.539) |
| Property, Plant and equipment | 2 | 7.759 | 8.367 | ( 608) |
| Investments in affiliate companies | 3 | 4 | 4 | - |
| Investments in other companies | 3 | 138 | 152 | ( 14) |
| Deferred tax assets | 27 | 2.177 | 1.647 | 530 |
| Other non-current assets | 455 | 480 | ( 25) | |
| Total non-current assets | 71.419 | 73.075 | ( 1.656) |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The Non-current assets item decreased from €73.07 million in the financial year 2024 to €71.42 million in the first half of 2025. The difference mainly reflects changes in intangible assets and property, plant and equipment arising from the different conversion ratio for financial statements in foreign currency, depreciation for the period as well as the investments made.
The Group's main investments are made in the following macro items:
| (€'000) | at June 30, 2025 |
at June 30, 2024 | Changes |
|---|---|---|---|
| Intangible assets | 1.617 | 1.793 | ( 176) |
| Property, plant and equipment | 474 | 445 | 29 |
| Investments | - | - | - |
| TOTAL MAIN INVESTMENTS | 2.091 | 2.238 | ( 147) |
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
Changes |
|---|---|---|---|
| Inventories | 16.515 | 17.141 | ( 626) |
| Trade receivables | 9.501 | 12.405 | ( 2.904) |
| Income tax receivables | 693 | 934 | ( 241) |
| Other current assets | 1.789 | 1.498 | 291 |
| Other current financial assets | 12 | 115 | ( 103) |
| Derivative instruments | 11 | 29 | ( 18) |
| Cash & cash equivalents | 6.414 | 6.170 | 244 |
| Total current assets | 34.935 | 38.292 | ( 3.357) |
Current assets decreased compared to 31 December 2024: from €38.29 million at 31 December 2024 to €34.93 million at 30 June 2025.
The most significant items that have undergone changes are inventories and trade receivables, both of which have decreased.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The reduction in inventories is mainly due to write-offs made to adjust the value of stocks to their estimated realizable value.
The reduction in receivables is due to the collection of trade receivables generated in the fourth quarter of 2024 and to the volume of uncollected turnover generated in the half-year, which was lower than that generated in the first half of 2024.
Net working capital shows the following evolution in the period:
| (€'000) | at June 30, 2025 (b) |
at December 31, 2024 (a) |
at June 30, 2024 |
Changes (b-a) |
|---|---|---|---|---|
| Inventories | 16.515 | 17.141 | 21.798 | (626) |
| Trade receivables | 9.501 | 12.405 | 14.377 | (2.904) |
| Income tax receivables | 693 | 934 | 1.454 | (241) |
| Other current assets | 1.789 | 1.498 | 1.918 | 291 |
| Current assets | 28.498 | 31.978 | 39.547 | (3.480) |
| Trade payables | (10.297) | (9.040) | (11.733) | (1.257) |
| Trade payables from affiliates companies | (349) | (399) | (348) | 50 |
| Income tax liabilities | (733) | (953) | (837) | 220 |
| Other current liabilities | (7.603) | (6.902) | (6.314) | (701) |
| Current liabilities | (18.982) | (17.294) | (19.232) | (1.688) |
| Net working capital | 9.516 | 14.684 | 20.315 | (5.168) |
The reduction in working capital compared to 31 December 2024 is mainly due to a higher reduction in current assets than in current liabilities. In particular, against a reduction in trade receivables of €2.90 million and inventories of €0.63 million, trade payables to thirds and to affiliated companies increased by a total of €1.21 million.
Net working capital as a rolling ratio of revenues in the last twelve months was 18.5%, compared to 24.8% at 31 December 2024 and 27.0% at 30 June 2024. The twelve-month figure is in line with the threshold value of 20%, which is the target set by management.
The following table shows the composition of the net financial position at the end of each period indicated, represented as defined by Consob notice no. 5/21 of 29 April 2021, which refers to the Guidelines of the European Securities and Markets Authority (ESMA), issued on 15 July 2020 and effective from 5 May 2021.
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
at June 30, 2024 |
|
|---|---|---|---|---|
| Cash | A | 6.414 | 6.170 | 5.633 |
| Cash equivalents | B | - | - | - |
| Other current financial assets | C | 23 | 144 | 181 |
| Cash equivalent | D=A+B+C | 6.437 | 6.314 | 5.814 |
| Current financial debt | E | 4.261 | 6.808 | 8.249 |
| Current portion of non-current financial debt | F | 4.479 | 2.240 | 10.336 |
| Other current financial liabilities | G | 115 | 115 | 341 |
| Short-term financial position | H=E+F+G | 8.855 | 9.163 | 18.926 |
| Short-term net financial position | I=H-D | 2.418 | 2.849 | 13.112 |
| Non current financial debt | J | 16.278 | 17.551 | 10.177 |
| Debt instrument | K | - | - | - |
| Trade payables and other non-current payables | L | - | - | - |
| Medium-/long-term net financial position | M=J+K+L | 16.278 | 17.551 | 10.177 |
| (NET FINANCIAL POSITION) NET DEBT ESMA |
N=I+M | 18.696 | 20.400 | 23.289 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The consolidated net financial position as at 30 June 2025 amounted to a net financial debt of €18.70 million, an improvement of €1.70 million compared to a net financial debt of €20.40 million as at 31 December 2024. With reference to liquidity, which amounted to €6.41 million, during the period under review, cash flow from operating activities amounted to €0.19 million and cash flow from financing activities amounted to €2.49 million, while €1.62 million was used for investments.
For the sake of clarity, cash generated from financing activities is the result of capital contributions of €5 million by the relative majority shareholder Emera Srl, from new loans of €2.07 million net of repayments of short- and medium-term loans, which amounted to €4.06 million.
| (€'000) | at June 30, 2025 |
at June 30, 2024 |
|
|---|---|---|---|
| Cash flow generated (used) in operations | A | 191 | ( 366) |
| Cash flow generated (used) in investment activities | B | ( 1.616) | ( 2.055) |
| Cash flow generated (absorbed) by financial assets | C | 2.492 | ( 2.818) |
| Net foreign exchange difference | D | ( 823) | ( 556) |
| Increases (decreases) in cash & cash equivalents | E=A+B+C+D | 244 | ( 5.795) |
| Opening amount in cash & cash equivalents | 6.170 | 11.428 | |
| Cash & cash equivalents at end of period | 6.414 | 5.633 |
At 30 June 2025, technical investments (property, plant and equipment) in buildings, plants, equipment and instruments amounted to €182 thousand, while investments in other assets amounted to €44 thousand In addition, during the first half of the year, the Group purchased software licenses related to production for €39 thousand. Furthermore, contracts with usage rights were renewed for €248 thousand.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
During the period, the Group invested in industrial research and development and technological innovation for new products. Research resulted in the development of new products/applications in the field of highly integrated, low-consumption computers and systems, IoT framework and integration platform, Edge computers, intelligent sensors and embedded supercomputers. Moreover, technological innovation enabled the Company to achieve improvements in product quality in order to reduce production costs, with a resulting increase in business competitiveness. In the period, development activities were capitalised for an amount of €1.58 million (€1.80 million in the first half of 2024).
The order backlog at the end of the first half of 2025 does not allow for long-term visibility. However, the existing backlog and opportunities identified with customers suggest that the second half of the year will see much higher revenues than the first, with growth in both the legacy business and the Edge AIoT business. Although to a lesser extent than in the past, shortages of certain niche electronic components remain and are expected to continue at least until the end of the year; despite this, overall availability is good. Attention to developments in the global scenario remains high: for geopolitical issues involving Europe, with the war in Ukraine still ongoing; for tariffs applied by the United States to other countries where the group operates or, indirectly, where our customers operate; and for the impact that the continuing conflict in the Middle East may have on the supply chains of our customers and suppliers.
On the organizational side, there is a particular focus on reducing operating costs in line with revenue trends: over the next six months, the effects of the rationalization measures completed in the various geographical areas will continue to be felt, with further cost reductions in 2025 and an effect also in 2026.
More generally, the strategic direction for the Group's growth continues to be based on the following points:
The Parent Company Eurotech S.p.A. held 240,606 treasury shares at the end of the reporting period. During the first half of 2025, no treasury shares of the Parent Company were purchased or sold on the market, nor were any shares assigned to employees under the existing performance plans.
Pursuant to Consob Communication no. DEM/11070007 of 5 August 2011 (a continuation of ESMA document 2011/266 of 28 July 2011) relating to disclosure in financial reports of the exposure of listed companies to sovereign debt, note that the Group does not hold sovereign debt securities.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Pursuant to Article 3 of Consob Resolution no. 18079 of 20 January 2012, Eurotech adopted the simplification (opt-out regime) procedure set out in Articles 70, paragraph 8, and 71, paragraph 1-bis, of the Regulation adopted by Consob with Resolution no. 11971 of 14 May 1999 as amended and supplemented. Therefore, it opts to derogate from the requirement to publish the information documents set out in Attachment 3B of this Consob Regulation for significant transactions such as mergers, spin-offs, capital increases via contributions in kind, acquisitions and sales.
The "Report on Corporate Governance and Ownership Structure" (hereinafter "Report") envisaged by Art. 123 bis of the Consolidated Law on Finance was prepared with reference to the year ended 31 December 2023 as an independent document, approved by the Board of Directors on 19 March 2024 and published on the Company's website at www.eurotech.com under the "Investors" section along with the financial statements.
The Report provides a general and complete overview of the corporate governance system adopted by Eurotech S.p.A. The Company's profile and the principles to which it refers are described. It contains information on the ownership structure and compliance with the Corporate Governance Code, including the principal governance policies applied and the main features of the internal control and risk management system. Furthermore, it includes a description of the functioning and composition of administrative and control bodies and their committees, roles, responsibilities and competencies.
The criteria for determining directors' compensation are described in the "Remuneration Report", drafted in compliance with the requirements envisaged by Art. 123-ter of the Consolidated Law on Finance and Art. 84 quater of the Consob Issuers' Regulation and published under the "Investors/Shareholders' Meeting" section of the Company's website.
Based on the information received from Group companies, no unusual or atypical transactions took place as defined by Consob in its communication no. 6064293 of 28 July 2006.
The conflict between Russia and Ukraine, which has continued for over 3 years, continues to have important consequences at global level not only due to the serious humanitarian crisis that has ensued, but also due to the economic effects that are difficult to predict.
Although the Eurotech Group continues to have no relations with Ukraine and Russia, as it has no raw material suppliers and no production sites located in Russia and Ukraine, it cannot be excluded that a further escalation of the conflict could have unforeseeable effects on other neighbouring countries and an impact on procurement costs. The situation is closely monitored in order to be able to react promptly to any changes in the context
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
With regard to the conflict in the Middle East between Israel and Palestine, which arose at the beginning of October 2023, although there are no direct implications for the Group as there are no trade relations in that area, the general ramifications are still definitely uncertain and they should become more unstable over time. Also in this case, from an initial analysis, there could be impacts both in terms of cost volatility (e.g. energy) and in international trade relations. The situation remains monitored in order to take important remedial actions in the event of a worsening of the conflict or its territorial expansion.
With the aim of supporting the achievement of the Eurotech Group's next objectives, without further increasing its exposure to credit institutions and at the same time strengthening the Company's capital structure, the relative majority shareholder, Emera S.r.l., after signing a commitment in January 2025 to make payments in exchange for a future capital increase of €6 million, which had already been paid in full by July, signed a further commitment in September 2025 to support the Group's cash requirements up to an additional amount of €6.5 million.
In addition, the directors, who last year received a mandate from the shareholders' meeting to carry out a capital increase, even in several tranches, up to a maximum of €20 million (to date executed for €2.5 million in conversion of future capital increase payments already made by Emera S.r.l.), have convened a shareholders' meeting for the 15 October 2025, in order to submit for shareholders' approval the amendment to the Articles of Association regarding the thresholds for the mandatory public tender offer (PTO), currently set at 30% of the share capital, with a request to raise this ratio to the maximum of 40% provided for by applicable regulations.
No other significant events occurred after the end of the half-year and up to 11 September 2025.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | Notes | at June 30, 2025 |
of which at December 31, related 2024 parties |
of which related parties |
|---|---|---|---|---|
| ASSETS | ||||
| Intangible assets | 1 | 60.886 | 62.425 | |
| Property, Plant and equipment | 2 | 7.759 | 8.367 | |
| Investments in affiliate companies | 3 | 4 | 4 | |
| Investments in other companies | 3 | 138 | 152 | |
| Deferred tax assets | 27 | 2.177 | 1.647 | |
| Other non-current assets | 455 | 480 | ||
| Total non-current assets | 71.419 | 73.075 | ||
| Inventories | 4 | 16.515 | 17.141 | |
| Trade receivables | 5 | 9.501 | 12.405 | |
| Income tax receivables | 6 | 693 | 934 | |
| Other current assets | 7 | 1.789 | 1.498 | |
| Other current financial assets | 8 | 12 | 115 | |
| Derivative instruments | 31 | 11 | 29 | |
| Cash & cash equivalents | 9 | 6.414 | 6.170 | |
| Total current assets | 34.935 | 38.292 | ||
| Total assets | 106.354 | 111.367 | ||
| LIABILITIES AND EQUITY Share capital Reserves Share premium reserve Net profit (loss) for period Other reserves Group shareholders' equity |
11 | 9.657 ( 84.169) 138.122 ( 7.564) ( 91.733) 56.046 |
8.879 ( 48.460) 136.400 ( 36.155) ( 84.615) 60.664 |
|
| Equity attributable to minority interest | 11 | - | - | |
| Total shareholders' equity | 11 | 56.046 | 60.664 | |
| Medium-/long-term borrowing | 13 | 16.278 | 17.551 | |
| Employee benefit obligations | 14 | 2.242 | 2.331 | |
| Deferred tax liabilities | 27 | 3.011 | 3.164 | |
| Other non-current liabilities | 15 | 940 | 1.200 | |
| Total non-current liabilities | 22.471 | 24.246 | ||
| Trade payables | 16 | 10.297 | 9.040 | |
| Trade payables from affiliates companies | 16 | 349 | 349 399 |
399 |
| Short-term borrowing | 13 | 8.740 | 9.048 | |
| Income tax liabilities | 6 | 733 | 953 | |
| Other current liabilities | 17 | 7.603 | 6.902 | |
| Business combination liabilities | 18 | 115 | 115 | |
| Total current liabilities | 27.837 | 26.457 | ||
| Total liabilities | 50.308 | 50.703 | ||
| Total liabilities and equity | 106.354 | 111.367 |
| (Migliaia di Euro) | Notes | H1 2025 | of which non recurrent |
of which related parties |
H1 2024 | of which non recurrent |
of which related parties |
|---|---|---|---|---|---|---|---|
| Revenues from sales of products and services | 21.483 | - | 29.261 | 3 | |||
| Other revenues | 24 | 303 | 279 | ||||
| Operating costs: | |||||||
| Cost of materials | 19 | ( 10.895) | ( 14.721) | ||||
| Service costs | 21 | ( 6.020) | ( 569) | ( 171) | ( 6.924) | ( 116) | |
| Lease & hire costs | 20 | ( 351) | ( 474) | ||||
| Payroll costs | 22 | ( 10.899) | ( 568) | ( 12.053) | ( 182) | ( 526) | |
| Other provisions and other costs | 20 | ( 422) | ( 99) | ( 663) | ( 111) | ||
| Cost adjustments for in-house generation of non-current | 20 | 1.518 | 1.805 | ||||
| Depreciation & amortisation | 25 | ( 2.435) | ( 2.263) | ||||
| Asset impairment | - | - | ( 85) | - | |||
| Operating profit | ( 7.718) | ( 1.236) | ( 5.838) | ( 409) | |||
| Finance expense | 26 | ( 955) | ( 1.403) | ||||
| Finance income | 26 | 454 | 1.668 | ||||
| Profit before taxes | ( 8.219) | ( 5.573) | |||||
| Income tax | 27 | 655 | 62 | ||||
| Net profit (loss) | ( 7.564) | ( 5.511) | |||||
| Minority interest | - | - | |||||
| Group net profit (loss) for period | ( 7.564) | ( 5.511) | |||||
| Base earnings (losses) per share | 12 | (0,214) | (0,156) | ||||
| Diluted earnings (losses) per share | 12 | (0,214) | (0,156) |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | Notes | H1 2025 | H1 2024 |
|---|---|---|---|
| Net profit (loss) before minority inerest (A) | (7.564) | (5.511) | |
| Other elements of the statement of comprehensive income |
|||
| Other comprehensive income to be reclassified to profit or loss insubsequent periods: |
|||
| Net profit/(loss) from Cash Flow Hedge | 31 | (18) | (31) |
| Foreign balance sheets conversion difference | 679 | (4.215) | |
| Exchange differences on equity investments in foreign companies |
11 | (2.728) | 522 |
| After taxes net other comprehensive income to be reclassified to profit or loss in subsequent periods (B) |
(2.067) | (3.724) | |
| Comprehensive net result (A+B+C) | (9.631) | (9.235) | |
| Comprehensive minority interest | - | - | |
| Comprehensive Group net profit (loss) for period | (9.631) | (9.235) |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | Share capital |
Legal reserve |
Share premium reserve |
Conversion reserve |
Other reserves |
Cash flow hedge reserve |
Actuarial gains/(losses) on defined benefit plans reserve |
Exchange rate differences reserve |
Treasury shares |
Profit (loss) for period |
Group shareholder s' equity |
Equity attributable to Minority interest |
Total shareholder s' equity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2023 | 8.879 | 1.776 | 136.400 | 375 | ( 51.270) | 102 | ( 543) | 3.380 | ( 662) | ( 3.118) | 95.319 | - | 95.319 |
| 2023 Result allocation | - | - | - | - | ( 3.118) | - | - | - | - | 3.118 | - | - | - |
| Profit (loss) as at December 31, 2024 | - | - | - | - | - | - | - | - | - | ( 36.155) | ( 36.155) | - | ( 36.155) |
| Comprehensive other profit (loss): | |||||||||||||
| - Hedge transactions | - | - | - | - | ( 73) | - | - | - | - | ( 73) | - | ( 73) | |
| - Actuarial gains/(losses) on defined benefit plans for employees |
- | - | - | - | - | 30 | - | - | 30 | - | 30 | ||
| - Foreign balance sheets conversion difference | - | - | - | ( 2.562) | - | - | - | - | ( 2.562) | - | ( 2.562) | ||
| - Exchange differences on equity investments in foreign companies |
- | - | - | - | - | - | 1.231 | - | - | 1.231 | - | 1.231 | |
| Total Comprehensive result | - | - | - | ( 2.562) | - | ( 73) | 30 | 1.231 | - | ( 36.155) | ( 37.529) | - | ( 37.529) |
| - Performance Share Plan | - | - | - | - | 387 | - | - | - | - | - | 387 | - | 387 |
| - Future capital increase payment | - | 2.500 | - | - | 2.500 | 2.500 | |||||||
| Change in consolidation area | - | - | - | - | ( 13) | - | - | - | - | - | ( 13) | - | ( 13) |
| Balance as at December 31, 2024 | 8.879 | 1.776 | 136.400 | ( 2.187) | ( 51.514) | 29 | ( 513) | 4.611 | ( 662) | ( 36.155) | 60.664 | - | 60.664 |
| (€'000) | Share capital |
Legal reserve |
Share premium reserve |
Conversion reserve |
Other reserves |
Cash flow hedge reserve |
Actuarial gains/(losses) on defined benefit plans reserve |
Exchange rate differences reserve |
Treasury shares |
Profit (loss) for period |
Group shareholder s' equity |
Equity attributable to Minority interest |
Total shareholder s' equity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2024 | 8.879 | 1.776 | 136.400 | ( 2.187) | ( 51.514) | 29 | ( 513) | 4.611 | ( 662) | ( 36.155) | 60.664 | - | 60.664 |
| 2024 Result allocation | - | - | - | - | ( 36.155) | - | - | - | - | 36.155 | - | - | - |
| Profit (loss) as at June 30, 2025 | - | - | - | - | - | - | - | - | - | ( 7.564) | ( 7.564) | - | ( 7.564) |
| Comprehensive other profit (loss): | |||||||||||||
| - Hedge transactions | - | - | - | - | ( 18) | - | - | - | - | ( 18) | - | ( 18) | |
| - Actuarial gains/(losses) on defined benefit plans for employees |
- | - | - | - | ( 22) | - | 22 | - | - | - | - | - | |
| - Foreign balance sheets conversion difference | - | - | - | 679 | - | - | - | - | 679 | - | 679 | ||
| - Exchange differences on equity investments in foreign companies |
- | - | - | - | - | - | ( 2.728) | - | - | ( 2.728) | - | ( 2.728) | |
| Total Comprehensive result | - | - | - | 679 | ( 22) | ( 18) | 22 | ( 2.728) | - | ( 7.564) | ( 9.631) | - | ( 9.631) |
| - Performance Share Plan | - | - | - | - | 114 | - | - | - | - | - | 114 | - | 114 |
| Increase of capital | 778 | 1.722 | - | ( 2.601) | - | - | ( 101) | ( 101) | |||||
| Future capital increase payment | - | 5.000 | - | - | 5.000 | 5.000 | |||||||
| Change in consolidation area | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Balance as at June 30, 2025 | 9.657 | 1.776 | 138.122 | ( 1.508) | ( 85.178) | 11 | ( 491) | 1.883 | ( 662) | ( 7.564) | 56.046 | - | 56.046 |
| CONSOLIDATED CASH FLOW STATEMENT | Notes | at June 30, 2025 |
of which at June 30, related 2024 |
of which related |
|---|---|---|---|---|
| (€'000) | parties | parties | ||
| CASH FLOWS GENERATED BY OPERATIONS: | ||||
| Group net profit (loss) for period | ( 7.564) | ( 5.511) | ||
| Adjustments to reconcile reported net profit with cash & | ||||
| cash equivalents generated (used) in operations: | ||||
| Depreciation & amortization intangible assets, property, plant and | 25 | 2.435 | 2.348 | |
| Interest income | 26 | ( 3) | ( 2) | |
| Interest expenses | 26 | 416 | 566 | |
| Income taxes of the period | 27 | - | ( 238) | |
| Stock Grant expenses | 22 | 114 | 37 | |
| Provision for (use of) long-term employee severance indemnities | 14 | ( 89) | ( 147) | |
| Provision for (use of) risk provision | 15 | ( 260) | 58 | |
| (Provision for) / use of deferred tax asset / Provision for (use of) deferred tax liability |
27 | 365 | ( 207) | |
| Changes in current assets and liabilities | ||||
| Trade receivables | 5 | 2.529 | (2) 4.917 |
(1) |
| Other current assets | 7 | 21 | ( 26) | |
| Inventories and contracts in process | 4 | 198 | ( 510) | |
| Trade payables | 16 | 1.365 | (32) 600 |
(264) |
| Other current liabilities | 17 | 664 | ( 2.251) | |
| Total adjustments and changes | 7.755 | 5.145 | ||
| Cash flow generated (used) in operations | 191 | ( 366) | ||
| CASH FLOW FROM INVESTMENT ACTIVITIES: | ||||
| Sales of tangible and intangible assets Interest income |
1/2 30 |
82 3 |
4 2 |
|
| Purchase of intangible fixed assets | 1 | ( 1.617) | ( 1.793) | |
| Purchase of tangible fixed assets | 2 | ( 226) | ( 342) | |
| Decreases (Increases) other financial assets | 8 | 103 | 33 | |
| Net (investments) Divestments in long-term investments and non-current as | 39 | 41 | ||
| Cash flow generated (used) in investment activities | ( 1.616) | ( 2.055) | ||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||
| Other changes in shareholders' equity | 11 | 4.899 | - | |
| Loans taken | 13 | 2.069 | 450 | |
| Interest paid | ( 416) | ( 566) | ||
| (Repaid) loans short and medium/long term | 13 | ( 4.060) | ( 2.702) | |
| Cash flow generated (absorbed) by financial assets | ||||
| 2.492 | ( 2.818) | |||
| Net foreign exchange difference | ( 823) | ( 556) | ||
| Increases (decreases) in cash & cash equivalents | 244 | ( 5.795) | ||
| Opening amount in cash & cash equivalents | 9 | 6.170 | 11.428 | |
| Cash & cash equivalents at end of period | 9 | 6.414 | 5.633 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The publication of the condensed consolidated half-year financial statements of Eurotech S.p.A. for the period ended 30 June 2025 was authorised by resolution of the Board of Directors on 11 September 2025. Eurotech S.p.A. is a joint-stock company incorporated and domiciled in Italy. The Group has its registered office in Amaro (UD), Italy.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Eurotech is a Group active in the research, development, and marketing of miniaturised computers and highperformance computers featuring high energy capacity. Moreover, within this business line it provides complete solutions or blocks of solutions and products for the Internet of Things through intelligent devices and an intelligent proprietary connectivity and communications platform. For more information, see Note D.
The consolidated annual financial statements of Eurotech Group were prepared in accordance with IFRS international accounting standards issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Art. 6 of EC Regulation 1606/2002 of the European Parliament and European Council of 19 July 2002.
These condensed consolidated half-year financial statements for the six-month period ended 30 June 2025 were prepared in accordance with the provisions of IAS 34 "Interim Financial Reporting", Art. 154-ter of the Consolidated Law on Finance and subsequent amendments, as well as the relevant Consob provisions. These condensed consolidated half-year financial statements do not contain all the information and notes required for drafting the consolidated annual financial statements and therefore this report must be read together with the consolidated annual financial statements at 31 December 2024.
To prepare the interim financial statements, management must make estimates and assumptions that affect the values of revenues, costs, assets and liabilities in the financial statements and the disclosure of potential assets and liabilities at the interim reporting date. If in the future, these estimates and assumptions, which are based on management's best valuations, differ from the actual circumstances, they would be modified appropriately in the period in which the circumstances arise. For a more detailed description of the Group's most significant valuation processes, please refer to note "C – Discretionary valuations and relevant accounting estimates" in the consolidated financial statements at 31 December 2024.
Moreover, note that certain valuation processes, in particular, more complex ones, such as calculating any impairment of non-current assets, are generally carried out fully only upon drafting of the annual financial statements, when all necessary information is available, except in cases in which there are impairment indicators that require an immediate valuation of any losses in value.
Income taxes are recognised based on the best estimate of the weighted average rate expected for the entire year.
The accounting standards, consolidation principles, and valuation criteria adopted for the preparation of the condensed consolidated half-year financial statements are consistent with those used for the preparation of the consolidated financial statements at 31 December 2024. The sole exception is for the adoption of new accounting standards, amendments and interpretations in force from 1 January 2025.
Following are the standards, amendments and interpretations that became effective as of 1 January 2025 and that were applicable for the first time to the condensed consolidated half-year financial statements at 30 June 2025. The application of these standards had no particular impact on the consolidated financial statements of the Group since they regulate matters not present, or affect only financial reporting:
Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates - On November 12, 2024, Regulation (EU) No. 2024/2862 was issued, incorporating certain amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates. The amendments clarify how an entity should operate/calculate and how it should determine the spot exchange rate if a currency, although convertible, has a lack of convertibility (a relatively uncommon situation but one that could arise, for example, when authorities impose currency controls that prohibit currency exchange or limit the volume of transactions). In addition, the amendments require disclosures that enable users of financial statements to understand the impact of a currency not being freely convertible.
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These amendments had no impact on the Group's half-yearly condensed consolidated financial statements.
The following is a brief description of the IFRS accounting standards, amendments, and interpretations that have not yet been endorsed by the European Union. As of the date of this document, the competent bodies of the European Union have not yet completed the endorsement process necessary for the adoption of the amendments and standards described below.
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of the income statement, including specific totals and subtotals. Furthermore, entities will have to classify all costs and revenues within the income statement into four categories: operating, investing, financing, income taxes, and discontinued operations, where the first three categories are new.
The standard also requires disclosure based on the new definition of management-defined performance measures (MPMs), subtotals of costs and revenues, and includes new provisions for the aggregation and disaggregation of financial information based on the identified roles of Primary Financial Statements (PFS) and notes.
In addition, amendments have been made to IAS 7 Cash Flow Statements, which include changing the starting point for determining cash flows from operating activities using the indirect method from profit or loss to operating profit or loss and removing the option to classify cash flows from dividends and interest. Furthermore, consequential amendments have been made to several other accounting standards.
IFRS 18 and the amendments to other standards are effective for financial years beginning on or after 1 January 1 2027, but early application is permitted with disclosure. IFRS 18 will be applied retrospectively.
The Group is currently working to identify the impact that the amendments will have on the financial statements and notes to the financial statements.
In May 2024, the IASB issued IFRS 19, which allows eligible entities to opt for a reduction in their disclosure requirements while continuing to apply the provisions for recognition, measurement, and presentation in other IFRS accounting standards. To be eligible, at the end of the financial year, an entity must be a subsidiary as defined in IFRS 19, must not have public accountability, and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available to the public, prepared in accordance with IFRS accounting standards.
IFRS 19 will become effective for financial years beginning on or after 1 January 2027, with the possibility of early application.
As the Group's shares are publicly traded, the Group is not eligible for the application of IFRS 19.
The transition requirements clarify that an entity is not required to provide disclosures in interim financial statements for the first period of application of the amendments. Consequently, the amendments had no impact on the Group's condensed consolidated half-year financial statements.
The condensed consolidated half-year financial statements at 30 June 2025 are drawn up in euro, rounding amounts to the nearest thousand. They consist of the statement of financial position, the income statement, the statement of comprehensive income, the Consolidated statement of changes in Equity, the Consolidated statement of cash flows, and the following explanatory notes.
The data used for consolidation have been taken from the income statements and statements of financial position prepared by the Directors of individual subsidiaries. These figures have been appropriately amended and restated as necessary to align them with international accounting policies and with uniform Group-wide classification policies.
The condensed consolidated half-year financial statements were prepared in accordance with the general criteria of reliable and accurate presentation of the Group's financial position and results, as well as the cash flows, in compliance with the general principles of business continuity, accrual accounting, consistency of presentation, materiality and aggregation, prohibition of offsetting, and comparability of information.
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The Group's directors analyzed various internal and external factors (referring in this regard not only to the comments included in the management report, the information provided in the paragraphs on liquidity risk and subsequent events), also taking into account the current geopolitical situation, to identify the risks and uncertainties surrounding the adoption of the going concern assumption in the preparation of the condensed consolidated financial statements at June 30, 2025. In particular, the Group's performance in the first half of the year was analyzed, which, particularly for the Parent Company, showed lower than expected results in terms of revenues and margins. Although the approval of the Group's new business plan is expected at the end of the financial year, according to the procedures and timelines usually adopted by management, the directors updated a sensitivity analysis of the plan approved in March 2025 based on the information provided by the individual Group companies and the actions already taken in the first eight months of the year, as described in more detail in the section on impairment testing. The assumptions adopted in the sensitivity analyses carried out on the 2025-2029 plan, in order to obtain prospective cash flows updated as at the date of preparation of this financial report, highlighted the need to continue to rely on the support of financial institutions and shareholders in order to sustain the planned investments and, in general, the cash requirements identified by management. The analysis carried out by management, which examined the cash position of the Parent Company and Group companies over a time horizon of at least twelve months from the approval of the half-yearly report, considered the existing financial resources, as well as the credit lines granted and partially used by Group companies and the mitigation measures adopted, including the delegation of powers to the directors to carry out a capital increase of a further €17.5 million (after having already carried out a capital increase of €2.5 million in June 2025), and the related availability communicated by the relative majority shareholder to support the Company with additional payments towards a future capital increase of up to €6.5 million, it did not identify any significant uncertainties regarding the adoption of the going concern assumption for a period of at least twelve months from the reference date of these condensed consolidated half-year financial statements. This analysis highlighted the availability of sufficient financial resources to meet the commitments undertaken both for business operations and for existing loans, continuing interactions with lenders to obtain financial support consistent with prospective cash flows, which will be updated again with the preparation of the Group's new business plan.
The condensed consolidated half-year financial statements include the half-year financial statements of the Parent Company, Eurotech S.p.A., and the Italian and foreign subsidiaries in which Eurotech directly or indirectly (through subsidiaries and affiliates) exercises control, makes financial and operating decisions and obtains the respective benefits.
Subsidiaries are consolidated from the date at which control is effectively transferred to the Group, and cease to be consolidated on the date at which control is transferred outside the Group.
The companies consolidated line-by-line in the basis of consolidation at 30 June 2025 are as follows:
| Company name | Registered offices | Share capital | Group share |
|---|---|---|---|
| Parent company Eurotech S.p.A. |
Via Fratelli Solari, 3/A – Amaro |
€ 9,657,277 |
|
| (UD) |
| EthLab S.r.l. | Via Dante, 300 – Pergine Valsugana | € | 115,000 | 100.00% |
|---|---|---|---|---|
| (TN) | ||||
| Eurotech Inc. | Columbia – MD (USA) | USD 26,500,000 | 100.00% | |
| Eurotech Ltd. | Cambridge (UK) | GBP | 33,333 | 100.00% |
| E-Tech USA Inc. | Columbia – MD (USA) | USD | 8,000,000 | 100.00% |
| Eurotech France S.A.S. | Lyon (France) | EUR | 795,522 | 100.00% |
| I.P.S. Sistemi Programmabili S.r.l. in | Via Fratelli Solari 3/A – Amaro |
EUR | 51,480 | 100.00% |
| liquidation | (Udine, Italy) | |||
| InoNet Computer GmbH | Taufkirchen (Germany) | EUR | 250,000 | 100.00% |
| Advanet Inc. | Okayama (Japan) | JPY 72,440,000 | 90.00% (1) | |
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(1) Officially, the Group owns 90% of the company, but as Advanet holds 10% of the share capital in the form of treasury shares, it is fully consolidated.
| Affiliates consolidated at equity | ||
|---|---|---|
| ----------------------------------- | -- | -- |
| Rotowi Technologies S.p.A. in | Via Carlo Ghega, 15 – Trieste | 21.31% |
|---|---|---|
| liquidation (formerly U.T.R.I. S.p.A.) |
| Other smaller companies | ||
|---|---|---|
| Kairos Autonomi Inc. | Sandy – UT (USA) | 19.00% |
As there were no changes in the period ending 30 June 2025 compared to the situation existing at 31 December 2024, it should be noted that in July the French company Eurotech France S.A.S. was liquidated.
The exchange rates used to convert the financial statements of foreign companies into the Eurotech Group's reference currency (euro) are presented in the following table and correspond to those issued by the Bank of Italy:
| Currency | Average 6M 2025 |
As of June 30, 2025 |
Average 2024 |
As of December 31, 2024 |
Average 6M 2024 |
As of June 30, 2024 |
|---|---|---|---|---|---|---|
| British pound sterling | 0,84229 | 0,85550 | 0,84662 | 0,82918 | 0,85465 | 0,84638 |
| Japanese Yen | 162,11952 | 169,17000 | 163,85191 | 163,06000 | 164,46135 | 171,94000 |
| USA Dollar | 1,09275 | 1,17200 | 1,08238 | 1,03890 | 1,08125 | 1,07050 |
For management purposes, the Group considers only one business sector as relevant: the "Modules and Platform" sector. Thus, the disclosure is provided for the sole identified sector, broken down on a geographical basis. The geographical areas are produced in relation to the various group entities and based on the criteria with which they are currently monitored by top management.
The Group's geographical areas are defined according to the localisation of Group assets and operations. They are: Europe, North America and Asia.
Management monitors the gross profit margin of the individual business units separately for the purposes of resources allocation and performance assessment.
| (€' 000) | North America | Europe | Asia | Correction, reversal and elimination | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
H1 2025 | H1 2024 | % YoY Change |
||
| Third party Sales | 1.353 | 5.201 | 12.232 | 17.000 | 7.898 | 7.060 | 0 | 0 | 21.483 | 29.261 | ||||||
| Infra-sector Sales | 1 | 72 | 993 | 3.171 | 0 | 12 | ( 994) | ( 3.255) | 0 | 0 | ||||||
| Total Sales revenues | 1.354 | 5.273 -74,3% | 13.225 | 20.171 -34,4% | 7.898 | 7.072 11,7% | ( 994) | ( 3.255) -69,5% | 21.483 | 29.261 -26,6% |
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With regard to the sales performance by geographic area, shown in the table above, to be noted is - as already mentioned - that the European area had a slight decrease while the other two geographic areas sustained more noticeable decreases.
The table below shows assets and investments in the Group's individual business segments at 30 June 2025 and 31 December 2024.
| (€'000) | North America | Europe Asia |
Correction, reversal and elimination |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| H1 2025 | FY 2025 | H1 2025 | FY 2025 | H1 2025 | FY 2025 | H1 2025 | FY 2025 | H1 2025 | FY 2025 | |
| Assets and liabilites | ||||||||||
| Segment assets | 2.777 | 5.660 | 71.763 | 75.080 | 57.656 | 60.444 | -25.984 | -29.958 | 106.212 | 111.226 |
| Investments in subsidiaries non consolidated, associate & other |
||||||||||
| companies | 112 | 126 | 30 | 30 | 0 | 0 | 0 | 0 | 142 | 156 |
| Total assets | 2.889 | 5.786 | 71.793 | 75.110 | 57.656 | 60.444 | -25.984 | -29.958 | 106.354 | 111.382 |
| Segment liabilities | 784 | 1.734 | 39.960 | 39.804 | 14.054 | 14.706 | -4.490 | -5.541 | 50.308 | 50.703 |
| Total liabilities | 784 | 1.734 | 39.960 | 39.804 | 14.054 | 14.706 | -4.490 | -5.541 | 50.308 | 50.703 |
| Other segment information | ||||||||||
| Investments in tangible assets | 0 | 6 | 168 | 393 | 306 | 2.633 | 0 | 0 | 474 | 3.032 |
| Investments in intangible assets | 0 | 0 | 1.458 | 3.110 | 159 | 107 | 0 | 0 | 1.617 | 3.217 |
| Depreciation & amortisation | 85 | 321 | 1.577 | 2.995 | 625 | 1.051 | 148 | 22.934 | 2.435 | 27.301 |
The following table shows the changes in the historical cost and accumulated amortisation of intangible assets in the reporting period:
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| (€ '000) | DEVELOPMEN T COSTS |
GOODWILL | SOFTWARE TRADEMARKS PATENTS |
ASSETS UNDER CONSTRUC TION & ADVANCES |
OTHER INTANGIBLE ASSETS |
TOTAL INTANGIBLE ASSETS |
|---|---|---|---|---|---|---|
| Purchase or production cost | 21.962 | 77.097 | 25.403 | 5.106 | 24.884 | 154.452 |
| Previous years' impairment | ( 1.514) | ( 33.774) | ( 8.443) | ( 171) | - | ( 43.902) |
| Previous years' amortisation | ( 16.616) | - | ( 8.203) | - | ( 23.306) | ( 48.125) |
| OPENING BALANCE 2025 | 3.832 | 43.323 | 8.757 | 4.935 | 1.578 | 62.425 |
| Purchases / Additions | 1.387 | - | 39 | 191 | - | 1.617 |
| Changes in consolidation area | - | - | - | - | - | - |
| Disposals / Divestitures | ( 77) | - | - | - | - | ( 77) |
| Decreases due to business unit disposals | - | - | - | - | - | - |
| Other changes | ( 149) | ( 4.867) | ( 1.114) | ( 6) | ( 975) | ( 7.111) |
| Impairment in period | - | - | - | - | - | - |
| Transfers | 2.474 | - | - | ( 2.474) | - | - |
| Amortisation in period | ( 1.213) | - | ( 245) | - | ( 75) | ( 1.533) |
| Reversal of cumulative amortisation | 77 | - | - | - | - | 77 |
| Other changes in cumulative impairment | 39 | 3.515 | 620 | - | - | 4.174 |
| Other changes in cumulative amortisation | 94 | - | 248 | - | 972 | 1.314 |
| TOTAL CHANGES 2025 | 2.632 | ( 1.352) | ( 452) | ( 2.289) | ( 78) | ( 1.539) |
| Purchase or production costs | 25.597 | 72.230 | 24.328 | 2.817 | 23.909 | 148.881 |
| Impairment | ( 1.475) | ( 30.259) | ( 7.823) | ( 171) | - | ( 39.728) |
| Cumulative amortisation | ( 17.658) | - | ( 8.200) | - | ( 22.409) | ( 48.267) |
| CLOSING BALANCE 2025 | 6.464 | 41.971 | 8.305 | 2.646 | 1.500 | 60.886 |
The decrease of €1.54 million is attributable to a combination of new investments totalling €1.62 million, a negative foreign exchange variation of €1.63 million and amortisation of total €1.53 million registered in the first half-year. The total amount in fact went from €62.42 million last year to €60.89 million at the end of the first half of 2025.
Investments made in the first six months of the year mainly relate to Group plans to develop new products, both on new IoT technologies and on products ordered to Edge computers and Edge AI.
The Other changes, Other changes, accumulated write-downs and Other changes, accumulated amortisation items refer to exchange differences accrued on the opening balances of the values expressed in foreign currencies whose net value is €1.62 thousand.
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Goodwill refers to the higher value paid, upon acquisition of fully consolidated subsidiaries, in excess of the fair value of the assets and liabilities acquired. Goodwill is not amortised but is subject to impairment tests at least once a year.
In order to carry out the impairment test, the goodwill items and the assets with indefinite and definite useful lives, which were acquired through business combinations, were allocated to their respective cash-generating units, corresponding to the legal entity or Group of companies to which they refer to test for impairment.
The book value of goodwill and trademarks with indefinite useful lives allocated to each of the cash-generating units are as follows:
| (€ '000) | at June 30, 2025 | at December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Cash generating units | Goodwill | Trademark with an indefinite useful life |
Goodwill | Trademark with an indefinite useful life |
||
| Advanet Inc. | 32.965 | 6.260 | 34.200 | 6.494 | ||
| InoNet Computer GmbH | 5.221 | - | 5.221 | - | ||
| Eurotech Ltd. | 3.695 | - | 3.812 | - | ||
| Other | 90 | - | 90 | - | ||
| TOTAL | 41.971 | 6.260 | 43.323 | 6.494 |
The change in the values of Advanet Inc. and Eurotech Ltd. is attributable to the fact that these values are expressed in the functional currency of foreign operations and subsequently converted at each reporting date using the precise exchange rate on that date.
The Trademarks item includes the valuation of the "InoNet" trademark following the acquisition of the company of the same name which is subject to amortisation (the residual value as at 30 June 2025 is €1.742 thousand), and the "Advanet" trademark, which was recognised at the time of the acquisition of the Group of the same name, and which continues to be defined by the Directors as an asset with an indefinite life, as its use for commercial and production purposes is deemed to have no defined time limits, taking into account its characteristics and positioning in the Japanese market. As a result, this value (which as at 30 June 2025 amounted to €6,260 thousand) is not subject to amortisation but is subject at least annually to an impairment test.
Goodwill refers to the higher value recognised on the whole when fully-consolidated subsidiaries were acquired, in excess of the fair value of the assets and liabilities acquired from time to time.
The Group performs the impairment test at least annually on December 31 and when circumstances indicate the possibility of a reduction in the recoverable amount of goodwill and other assets with indefinite useful lives. The impairment test of goodwill and intangible assets with indefinite useful lives is based on the calculation of value in use.
In reviewing its impairment indicators, the Group considers, among other factors, the performance of the stock, the ratio of its market capitalization to its book equity, and the performance of sales volumes compared to budget forecasts.
During the first half of the year, the share price improved compared to 31 December 2024, and market capitalization rose from €27 million to €40 million (€40 million also at 30 June 2024). Although the current market capitalization is close to the Group's net equity of €56 million (€61 million as of 31 December 2024), the difference remains significant and may therefore indicate the existence of a potential impairment loss on goodwill, trademarks with indefinite useful lives, and, more generally, the Group's net assets.
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In addition, the general trend of the market in which the Group operates and the global geopolitical situation have negatively affected sales compared to the forecasts in the latest business plan approved by the Board of Directors.
In light of these factors, and considering the changes that have taken place within the Parent Company's Board of Directors, as well as the values considered in the recent capital increase, the Directors performed an impairment test at 30 June 2025 for all CGUs to which intangible assets with indefinite useful lives are allocated. In order to verify any impairment of goodwill and other intangible assets with a finite useful life allocated to the various CGUs, the Directors' Parent company critically analyzed, as of 30 June 2025, the valuation processes conducted as of 31 December 2024, approved by the Board of Directors on 13 March 2025, which were also carried out with the support of independent experts. Again with the support of independent consultants (the same ones who carried out the analysis at 31 December 2024), based on the information available at the time, the economic and financial situations of the various CGUs at 30 June 2025 were analyzed, comparing them with the 2024 figures, the 2025 budget, and a year-end forecast carried out by the individual CGUs.
The recoverable amounts of the individual CGUs were determined based on the higher of the value in use, determined using the discounted cash flow (DCF) method, and the respective fair value. To calculate the relative value, the discounted cash flow projections resulting from a sensitivity plan compared to the one approved by the Parent Company's directors in March 2025 were used, while cash flows beyond the explicit horizon envisaged by the Plan and for the purposes of determining the terminal value were extrapolated using the perpetual annuity method based on the normalized cash flows of the fifth year of the approved plan. The plans were drawn up in their respective functional currencies and the resulting recoverable values were uniformly compared with the carrying amounts in currency referring to the various cash-generating units. The directors did not therefore proceed with the approval of a new multi-year plan, which will be updated in the coming months, also based on the recommendations that the new CEO will propose to the Board, but verified how the most recent closing forecasts for the 2025 financial year, the actions already undertaken in the first eight months of the year could affect and continue to be reasonably aligned with the explicit cash flows of the plan already approved by the Board of Directors for the years 2025-2029. In particular, slightly more conservative assumptions were made with regard to turnover and vertical production integration between group companies, and additional corrective measures already taken on operating costs compared to the approved plan and their effects over the course of the Plan were taken into account.
The growth rate "g" used to determine the terminal value, equal to that used for impairment purposes at 31 December 2024, was between 1.4% and 2.0%, depending on the average long-term inflation rate expected in the various reference markets (in detail: 1.4% for Japan, 1.9% for the UK, 2.0% for Germany, and finally 1.9% for Italy.). The discount rate (WACC - Weighted Average Cost of Capital) applied to prospective cash flows varies according to the different impact that the main business lines have on the Plan in the various years and has been weighted accordingly. The WACC therefore varies between 6.32% and 12.25%, calculated on the basis of the country in which the individual companies operate, the average debt structure of the sector in the various years of the Plan, and was determined net of the tax effect.
The development of the discount rate (WACC), taking into account changes during the six-month period, is shown below:
| ITA | JAP | GER | UK | |
|---|---|---|---|---|
| from 1,38% to | ||||
| Risk free | 2,97% | 1,38% | 2,53% | 4,54% |
| Total Market Premium | 5,31% | 5,10% | 5,40% | 5,40% |
| from 1.10 to | from 1,01 to | from 1.10 to | ||
| Beta unlevered | 1.11 | 1.10 | 1.11 | 1.11 |
| WACC | 10,10% | 6,39% | 10,12% | 11,79% |
| g rate | 1,90% | 1,40% | 2,00% | 1,90% |
With reference to the growth rate "g" used to determine the terminal value, similar to the one envisaged as at 31 December 2024 (values ranging from 1.4% to 2.0%) is used, which is consistent with the inflation and GDP expectations of the countries in which the CGUs operate and also with reference to the terminal value itself, the same assumptions made for the impairment test carried out as at 31 December 2024 were used.
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Based on the considerations made by management, even though the recoverable values of the CGUs are somewhat lower than those determined as at 31 December 2023, there is no need to write down the assets.
Further changes in interim results and discounting rates would lead to impairment in the Eurotech Inc, Advanet Inc and Eurotech LTD CGUs. In particular, the recoverability of the values of intangible assets related to the acquisition of the different CGUs appears to be contingent on the occurrence of any changes in the key assumptions assumed for the related estimate. The excess of carrying values over recoverable values would occur differently from CGU to CGU. In this regard, some sensitivity analyses were also prepared in order to assess the volatility of the results obtained consequent to the variation of some parameters considered in the valuation exercise, such as WACC and g-rate, WACC and EBITDA reduction over the Plan horizon. The sensitivity analyses carried out showed potential impairments in case of deterioration of even single of the above parameters. All other things being equal, the WACC of Terminal Value, which would result in an impairment situation is expected to be 10.1% with reference to the Consolidated Financial Statements, 7.5% percent for Advanet Inc., 13.3% for Eurotech Ltd. and 25.5% for InoNet Computer GmbH. Recognizing that, based on the still-expanding stage the individual CGUs are in, the terminal values are significant (up to 95% of value in use), assumptions were analyzed for even significant reductions in EBITDA values with other balance sheet elements held constant. Sensitivity analyses showed that, if other test conditions remained unchanged, a 8.4% reduction in consolidated EBITDA over the plan horizon would result in a decrease in value; Conversely, a 10% reduction on individual CGUs in the same indicator over the plan horizon would not result in any impairment of the CGUs Advanet Inc., Eurotech Ltd., and InoNet GmbH. Finally, the long-term growth assumptions were considered consistent with the latest impairment test carried out in March 2025, regarding the 2024 financial statements, using a value between 1.4% and 2.0% depending on the country of reference.
As part of the analysis conducted, the Directors moreover considered the consistency of the consolidated net assets, which include significant intangible assets (both with a finite and indefinite useful life), and the Group's market capitalization, which in recent weeks has shown greater variability and signs of recovery. In particular, the market value of the shares was considered both in the averages expressed by stock market prices and in the recent capital increase that the Board of Directors carried out on the basis of a mandate approved by the shareholders' meeting, converting into share capital a first tranche of the future capital increase payments with which the reference shareholder guaranteed financial support to the Group. The Directors, supported in this by the activities carried out by their advisors both in the context of the aforementioned capital increase and during the update of the impairment test at June 30, 2025, believe that the conclusions reached with the identification of the value in use of their consolidated net assets, which take in account the expectations derived from forecast data, are not fully represented in stock market prices, also in view of the difficulties encountered in recent periods, which lead investors to maintain a cautious view of the stock. However, they believe that, with the financial support guaranteed by shareholders, including through the implementation of the capital increases already approved, the reorganization measures initiated, combined with the renewed strategic guidelines that will be defined with the approval of the Group's new business plan, will enable a recovery in margins and value creation consistent with the recovery of the net assets currently recorded in the financial statements.
The table below shows changes in the historical cost and accumulated depreciation and the value of the assets in the period under review:
| (€ '000) | LAND AND BUILDINGS |
PLANT AND MACHINERY |
INDUSTRIAL & COMMERCIAL EQUIPMENT |
OTHER ASSETS |
ASSETS UNDER CONSTRUC TION & ADVANCES |
RIGHT OF USE ASSETS |
TOTAL PROPERTY, PLANT & EQUIPMENT |
|---|---|---|---|---|---|---|---|
| Purchase of production cost | 2.177 | 4.081 | 4.764 | 4.360 | 1.509 | 5.676 | 22.567 |
| Depreciation | - | - | - | - | - | - | - |
| Previous year's depreciation | ( 656) | ( 3.577) | ( 4.371) | ( 4.007) | - | ( 1.589) | ( 14.200) |
| OPENING BALANCE 2025 | 1.521 | 504 | 393 | 353 | 1.509 | 4.087 | 8.367 |
| Purchases / Additions | - | 16 | 138 | 44 | 28 | 248 | 474 |
| Disposals / Divestitures | - | ( 192) | ( 13) | ( 36) | ( 37) | ( 317) | ( 595) |
| Other changes | ( 2) | ( 78) | ( 67) | ( 50) | ( 53) | ( 52) | ( 302) |
| Transfers | - | 1.406 | 11 | ( 1.417) | - | ||
| Depreciation in period | ( 30) | ( 141) | ( 89) | ( 91) | - | ( 551) | ( 902) |
| Reversal of cumulative depreciation | - | 150 | 13 | 33 | - | 317 | 513 |
| Transfers amortisation | - | - | - | - | - | - | - |
| Other changes in cumulative amortisation | 1 | 68 | 60 | 47 | - | 28 | 204 |
| TOTAL CHANGES 2025 | ( 31) | 1.229 | 42 | ( 42) | ( 1.479) | ( 327) | ( 608) |
| Purchase or production cost | 2.175 | 5.233 | 4.822 | 4.329 | 30 | 5.555 | 22.144 |
| Cumulative depreciation | ( 685) | ( 3.500) | ( 4.387) | ( 4.018) | - | ( 1.795) | ( 14.385) |
| CLOSING BALANCE 2025 | 1.490 | 1.733 | 435 | 311 | 30 | 3.760 | 7.759 |
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The other purchases refer mainly to computers, office equipment, industrial equipment and cars.
Right-of-use assets includes mainly leases, in accordance with IFRS 16. Leases refer to the rents of industrial and commercial buildings as well as office areas and leases of office machines. During the first half of 2024, some contracts were extended, new ones were signed, some were closed and others were replaced with a new contact. The increases equal to €103 thousand. These assets, concerning the "Right of use", are depreciated on a straight line basis for the duration of the contract, taking account of the renewal/termination options. Depreciation recognised with reference to the "Rights of use" assets during the year amounted to a total of €551 thousand. The item "other changes", referring to both the cost and the value of the relative accumulated depreciation, shows the effect of the different exchange rate used to convert the values of foreign entities at 30 June 2025 compared to that applied at 31 December 2024. The total net value is negative and amounts to €98 thousand.
The table below shows changes in equity investments in affiliates and other companies in the reporting period:
| at June 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (€'000) | INITIAL VALUE | OTHER | EOP VALUE % OWNERSHIP | ||||
| Investments in non-consolidated subsidiaries: |
|||||||
| Insulab S.r.l. | 4 | 4 | 40,00% | ||||
| Rotowi Technologies S.r.l. in liquidazione (ex U.T.R.I. S.p.A.) |
- | - | - | 21,32% | |||
| TOTAL INVESTMENTS IN ASSOCIATE COMPANIES |
4 | - | 4 | ||||
| Investments in other companies (valuation at fair value on the Profit&Loss): |
|||||||
| Consorzio Ecor' IT | 2 | - | 2 | ||||
| Consorzio Aeneas | 5 | - | 5 | ||||
| Consorzio Ditedi | 19 | - | 19 | 7,69% | |||
| Kairos Autonomi | 125 | ( 14) | 111 | 19,00% | |||
| Others | 1 | 1 | |||||
| TOTAL INVESTMENTS IN OTHER | |||||||
| COMPANIES | 152 | ( 14) | 138 | ||||
| TOTAL INVESTMENTS | 156 | ( 14) | 142 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Rotowi Technologies S.r.l. in liquidation (formerly U.T.R.I. S.p.A.) was valued using the equity method and the percentage of ownership is equal to 21.32%.
The other changes in other companies relate to the exchange rate effect.
The table below shows the breakdown of inventories at the end of the relevant reporting periods:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Raw & auxiliary materials and consumables - gross | 13.163 | 13.873 |
| Inventory write-down provision | (2.836) | (2.524) |
| Raw & auxiliary materials and consumables - net | 10.327 | 11.349 |
| Work in process and semi-finished goods - gross | 771 | 366 |
| Inventory write-down provision | (74) | (101) |
| Work in process and semi-finished goods | 697 | 265 |
| Finished poducts and goods for resale - gross | 8.177 | 8.298 |
| Inventory write-down provision | (2.950) | (2.783) |
| Finished products and goods for resale - net | 5.227 | 5.515 |
| Advances | 264 | 12 |
| TOTAL INVENTORIES | 16.515 | 17.141 |
Inventories at 30 June 2025 amounted to €16.52 million, net of the inventory write-down provision totalling €5.86 million and the decrease compared to 31 December 2024 is €0.63 million. The net increase in the inventory write-down provisions of €0.45 million is mainly due to the combined effect of provisions made during the period and utilizations following the disposal of inventory items that had previously been fully or partially written down. An effect of €0.26 million is due to the exchange rate effect compared to the two periods under comparison.
The following table shows the changes in inventory write-down provision in the periods under review:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| OPENING BALANCE | 5.408 | 4.984 |
| Provisions | 1.135 | 1.275 |
| Other changes | (260) | 82 |
| Utilisation | (423) | (933) |
| CLOSING BALANCE | 5.860 | 5.408 |
The "other changes" item represents the movements in values expressed in the functional currency of foreign operations and subsequently converted at each reporting date using the exchange rate on that date.
The table below shows the breakdown of trade receivables and the respective doubtful debt provision at 30 June 2025 and 31 December 2024:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Trade receivables - customers | 10.197 | 13.091 |
| Trade receivables - realted paties | - | 3 |
| Doubtful debt provision | (696) | (689) |
| TOTAL TRADE RECEIVABLES | 9.501 | 12.405 |
Note that, at the reporting date, the Group did not present significant concentrations of credit risk, as the Group has a number of customers located throughout the various geographic areas of business. The risk profile of customers is essentially similar to that identified and assessed in the past year. These receivables are expected to be collected within the next year. Trade receivables are non-interest bearing and generally fall due at 90/120 days.
Trade receivables, net of the relative doubtful debt provision, decreased by €2.90 million compared to 31 December 2024. The decrease is mainly due to the different turnover generated in the months prior to the end of the reporting period and the trend in natural due dates of residual trade receivables at the end of June 2025, linked to the sales trend.
The receivables include €303 thousand in bank receipts presented subject to collection, but not yet due at the end of the period.
Receivables are shown after a doubtful debt provision of €0.68 million.
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| OPENING BALANCE | 689 | 648 |
| Provisioning | 27 | 119 |
| Other changes | (8) | 5 |
| Utilisation | (12) | (83) |
| CLOSING BALANCE | 696 | 689 |
The net increase for the period was €7 thousand, due to the combined effect of the provision for the period for €27 thousand to adjust, individually, the value of receivables based on the expected losses on them, the utilisation of the provision for €12 thousand as the conditions for utilising the provision were met and a slight exchange rate effect for €8 thousand.
Receivables for income taxes represent receivables from individual governments for direct taxation (IRES and income taxes in various countries), which should be recovered within the next year as well as receivables for withholdings made on dividends distributed to the Parent Company. Compared to 31 December 2024, this value decreased from €934 thousand to €693 thousand.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Income tax payables are made up of current taxes relating to the period still to liquidate and represent the amounts that the companies must pay to the tax authorities of the respective countries. They amounted to €733 thousand as at 30 June 2025. These payables are calculated according to the tax rates currently in force in each country. Foreign tax payables amounted to €533 thousand (2024: €451 thousand), those for Italian tax payables amounted to €200 thousand (null amount in 2024).
The table below shows the breakdown of other current assets at 30 June 2025 and 31 December 2024:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Advance payments to suppliers | 107 | 186 |
| Tax receivables | 276 | 397 |
| Other receivables | 391 | 45 |
| Accrued income and prepaid expenses | 1.015 | 870 |
| TOTAL OTHER CURRENT ASSETS | 1.789 | 1.498 |
Tax receivables comprise mainly receivables for indirect tax (VAT). VAT receivables do not bear interest and are generally settled with the competent tax authority on a monthly basis.
Prepaid expenses relate to costs borne in advance for bank charges, maintenance fees, utilities, services and insurance.
The "other current financial assets" item recorded under current assets amounted to €12 thousand with a decrease of €103 thousand compared to 31 December 2024 (€115 thousand).
The amount refers for €12 thousand to a multy-year insurance policy. The amount was reduced by €72 thousand due to the termination of an insurance policy and by €31 thousand following the termination of an investment in low-risk funds.
The table below shows the breakdown of cash and cash equivalents at 30 June 2025 and 31 December 2024:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Bank and post office deposits | 6.405 | 6.162 |
| Cash and valuables in hand | 9 | 8 |
| TOTAL CASH & CASH EQUIVALENTS | 6.414 | 6.170 |
Bank deposits are mostly on demand. The fair value of cash and cash equivalents was €6.40 million (€6.16 million at 31 December 2024).
Cash and cash equivalents increase by €0.24 million compared to 31 December 2024. For more information on cash and cash and cash equivalents, please refer to the cash flow statement and to the management report.
The Group's net financial position as defined by the Consob notice no. 5/21 of 29 April 2021, which refers to the Guidelines of the European Securities and Markets Authority (ESMA), issued on 4 March 2021 and in force as from 5 May 2021 is as follows:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|
|---|---|---|---|
| Cash | A | 6.414 | 6.170 |
| Cash equivalents | B | - | - |
| Other current financial assets | C | 23 | 144 |
| Cash equivalent | D=A+B+C | 6.437 | 6.314 |
| Current financial debt | E | 4.261 | 6.808 |
| Current portion of non-current financial debt | F | 4.479 | 2.240 |
| Other current financial liabilities | G | 115 | 115 |
| Short-term financial position | H=E+F+G | 8.855 | 9.163 |
| Short-term net financial position | I=H-D | 2.418 | 2.849 |
| Non current financial debt | J | 16.278 | 17.551 |
| Debt instrument | K | - | - |
| Trade payables and other non-current payables | L | - | - |
| Medium-/long-term net financial position | M=J+K+L | 16.278 | 17.551 |
| (NET FINANCIAL POSITION) NET DEBT ESMA |
N=I+M | 18.696 | 20.400 |
Net financial debt as at 30 June 20254 amounted to €18.70 million compared to €20.40 million as at 31 December 2024. The adoption of the IFRS 16 accounting standard meant the recognition by Group companies of financial liabilities for rights of use at 30 June 2025 equal to €3.96 million (€4.26 million at 31 December 2024).
The unique covenants present on a single loan can only be verified on the basis of year-end data.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The table below shows the breakdown of equity at 30 June 2025 and 31 December 2024:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Share capital | 9.657 | 8.879 |
| Reserves | ( 84.169) | ( 48.460) |
| Share premium reserve | 138.122 | 136.400 |
| Net profit (loss) for period | ( 7.564) | ( 36.155) |
| Other reserves | ( 91.733) | ( 84.615) |
| Group shareholders' equity | 56.046 | 60.664 |
| Equity attributable to minority interest | - | - |
| Total shareholders' equity | 56.046 | 60.664 |
The share capital at 30 June 2025 was made up of 38,629,109 ordinary shares, fully subscribed and paid in, with no nominal value. On 23 June 2025, the Board of Directors, in partial execution of the mandate to increase the share capital conferred upon it by the Extraordinary Shareholders' Meeting of 15 October 2024, pursuant to Article 2443 of the Italian Civil Code, resolved to issue 3,113,325 new ordinary shares, increasing the share capital by €0.78 million.
The balance of the Issuer's legal reserve at 30 June 2025 amounted to €1.78 million.
The share premium reserve, which relates entirely to the Parent Company, is shown at a total amount of €138.12 million following the increase of €1.72 million during the period resulting from the conversion to capital and share premium reserve of the €2.5 million shareholder contribution made in 2024.
The negative translation reserve of €1,51 million is generated by inclusion in the condensed consolidated halfyear financial statements of the statements of financial position and income statements of US subsidiaries Eurotech Inc. and E-Tech USA Inc., as well as the UK subsidiary Eurotech Ltd. and the Japanese subsidiary Advanet Inc.
The "other reserves" item was negative for €85.18 million and consisted of the Parent Company's extraordinary reserve, formed by losses carried forward and undistributed profits in previous years, as well as other reserves of various origins. The change in the year is attributable to the allocation of 2024 results, the recognition of the Performance Share Plans as described in Explanatory Note 32 and from payments made during the period by shareholders for a future capital increase of €5 million and from the use of the reserve to increase the share capital and the share premium reserve, net of the costs incurred for the capital increase itself.
The cash flow hedge reserve, which includes cash flow hedge transactions pursuant to IFRS 9, was positive for €11 thousand and decreased by €18 thousand gross of the tax effect.
The foreign exchange reserve, which recognises – based on IAS 21 – foreign exchange differences relating to intragroup foreign-currency loans that constitute part of a net investment in foreign operations, was positive for €1.88 million, an increase of €2.73 million.
The Parent Company Eurotech S.p.A. held 240,606 treasury shares at the end of the reporting period. There were no changes during the six-month period.
Base earnings (losses) per share (EPS) are calculated taking into account the potential dilutive effect of convertible financial instruments, stock options, and other instruments that may result in the issuance of new ordinary shares. In particular, the calculation of diluted earnings per share at 30 June 2025 reflects the capital increase carried out on 23 June 2025 and the impact of the vesting of service conditions at the balance sheet date, relating to 57,000 shares, as part of the 'EUROTECH S.p.A. 2022-2024 Performance Share Plan'.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The tables below show earnings and information on the shares used to calculate the basic and diluted EPS.
| at June 30, 2025 | at June 30, 2024 | |
|---|---|---|
| Net income (loss) attributable to parent | ||
| company shareholders | ( 7.564.000) | ( 5.511.000) |
| Weighted average number of ordinary shares including own shares |
35.636.189 | 35.515.784 |
| Own shares | ( 240.606) | ( 240.606) |
| Weighted average number of ordinary shares except own shares |
35.395.583 | 35.275.178 |
| Weighted average number of ordinary shares except own shares for share diluted |
35.396.843 | 35.275.178 |
| Net income (loss): | ||
| - per share | ( 0,214) | ( 0,156) |
| - per share diluted | ( 0,214) | ( 0,156) |
The table below shows the breakdown of short- and medium/long-term financial liabilities at 30 June 2025:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| TYPE | COMPANY | BALANCE ON |
SHORT TERM within |
Total Medium and |
Mid term Over 12 |
Long term Over 5 years |
BALANCE ON |
|---|---|---|---|---|---|---|---|
| (€'000) | 30.06.2025 | 12 months | long-term | months | 31.12.2024 | ||
| CURRENT OUTSTANDINGS - (a) | 4.261 | 4.261 | - | - | - | 6.767 | |
| Lease liabilities | 3.958 | 967 | 2.991 | 2.991 | - | 4.261 | |
| TOTAL OTHER FINANCINGS - (b) | 3.958 | 967 | 2.991 | 2.991 | - | 4.261 | |
| Unsecured loans | Eurotech S.p.A. | 11.951 | 2.180 | 9.771 | 9.567 | 215 | 11.990 |
| Unsecured loans | Advanet Inc. | 4.088 | 1.274 | 2.814 | 2.814 | - | 2.791 |
| Mortgage loan | Eurotech S.p.A. | 760 | 58 | 702 | 234 | 468 | 790 |
| TOTAL BANK DEBT - (c) | 16.799 | 3.512 | 13.287 | 12.615 | 683 | 15.571 | |
| TOTAL OTHER FINANCING AND BANK DEBT - [(b) + (c)] |
20.757 | 4.479 | 16.278 | 15.606 | 683 | 19.832 | |
| TOTAL DEBT - [(a) + (b) + (c)] | 25.018 | 8.740 | 16.278 | 15.606 | 683 | 26.599 |
In the first half of 2025, portions of medium/long-term loans falling due were paid in the amount of €0.84 million and new loans totalling €2.07 million were taken out by the Japanese company.
The item "other loans" includes a residual payable of €3.96 million (of which €2.99 million was medium-term) for leases accounted for in accordance with IFRS 16.
All existing bank loans as at 30 June 2025 are denominated in euro, with the exception of loans granted to the Japanese subsidiary, which are in Japanese yen, while the other loans, referring to liabilities tied to lease contracts, are expressed in three currencies, which are some of the reference currencies of the various Group companies (EUR, JPY and GBP).
The table below shows the breakdown of employee benefits at 30 June 2025 and 31 December 2024:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Employees' leaving indemnity | 340 | 343 |
| Foreing Employees' leaving indemnity | 1.902 | 1.988 |
| TOTAL EMPLOYEES' BENEFITS | 2.242 | 2.331 |
The Group has defined-benefit pension plans both in Italy and Japan, disbursed on or after termination of employment through defined contribution and defined benefit plans.
For the part of defined-contribution plans in which contributions are made to a separately administered fund, the Group's legal or constructive obligation is limited to the amount of contributions to be made.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
In defined benefit plans, on the other hand, the adjustment of the net liability of the plans (net of any plan assets) is recognized in the income statement on the basis of actuarial assumptions on an accrual basis, consistent with the benefits required to be earned. The liability is valued by independent actuaries using models based on demographic assumptions, in relation to mortality and turnover rates of the target population, and financial assumptions, in relation to the discount rate reflecting the time value of money and the inflation rate.
The amount to be recognized as an expense in the income statement consists of the following elements:
Actuarial gains or losses arising from revaluations of the net liability for defined benefit plans are recognized immediately in other comprehensive income.
The changes in the Italian and foreign "pension fund" items that are related to defined-benefit plans are as follows:
| (€ '000) | Defined benefit plans | ||||
|---|---|---|---|---|---|
| Italy | Japan | ||||
| at June 30, 2025 |
31.12.2024 | at June 30, 2025 |
31.12.2024 | ||
| Projected benefit obligation at the beginning of the period |
343 | 330 | 1.988 | 2.052 | |
| Current Service cost | 20 | 101 | 169 | ||
| Interest cost | 3 | 5 | - | 25 | |
| Other changes | ( 75) | ( 93) | |||
| Pensions paid | ( 6) | ( 20) | ( 112) | ( 113) | |
| Recognized actuarial gains or losses | 8 | - | ( 52) | ||
| Projected benefit obligation at the end of the period | 340 | 343 | 1.902 | 1.988 |
The table below shows the breakdown and changes in provisions for risks and charges at 30 June 2025 and 31 December 2024:
| (€'000) | at December 31, 2024 |
Provision | Utilization | Other | at June 30, 2025 |
|---|---|---|---|---|---|
| Selling agents' commission fund | 30 | - | (1) | - | 29 |
| Guarantee reserve | 478 | 112 | (101) | (22) | 467 |
| Busting depreciable asset | 356 | - | - | (11) | 345 |
| Other long therm risk provision | 336 | 99 | (336) | - | 99 |
| TOTAL FUNDS FOR COSTS AND FUTURE RISKS | 1.200 | 211 | ( 438) | ( 33) | 940 |
The "selling agents' commission fund" is allocated based on the amounts envisaged by legislation and collective economic agreements regarding situations of interruption in the mandate given to agents. The effect of discounting the share of liabilities that will be liquidated beyond the next year is not expected to be significant.
The product warranty provision is allocated based on the expectations of the charges to be incurred for the fulfilment of the contractual warranty on products sold at year-end.
The "asset disposal reserve" was allocated in response to an obligation for future costs that the Japanese and English companies of the Group will incur in future years for the disposal, demolition, disassembly, and removal of a number of assets, and improvements to leased property, at the end of their useful lives or of the lease contract.
The "Other risks reserve" is allocated on the basis of expected costs to be incurred for risks related to legal disputes or transitional reorganisation agreements not yet settled. During the first six months of 2025, the fund existing at the end of 2024 was fully utilized as the amount for which the fund had been created was actually paid out and a new amount was allocated to cover risks for probable settlement agreements with employees.
The table below shows the breakdown of trade payables at 30 June 2025 and 31 December 2024:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Third parties Related companies |
10.297 349 |
9.090 349 |
| TOTAL TRADE PAYABLES | 10.646 | 9.439 |
Trade payables at 30 June 2025 came to €10.65 million, an increase of €1.21 million compared to 31 December 2024. The effective increase comparing the values at constant exchange rates is €1.36 million. Trade payables are non-interest bearing and, on average, are settled 90-120 days after invoice date.
The table below shows the breakdown of other current liabilities at 30 June 2025 and 31 December 2024:
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Social contributions | 555 | 741 |
| Other | 4.157 | 4.834 |
| Advances from customers | 1.389 | 789 |
| Other tax liabilities | 620 | 53 |
| Accrued expanses | 882 | 485 |
| TOTAL OTHER CURRENT LIABILITIES | 7.603 | 6.902 |
| (€'000) | at June 30, 2025 |
at December 31, 2024 |
|---|---|---|
| Employees | 1.276 | 661 |
| Vacation pay | 1.139 | 1.018 |
| Directors | 1.102 | 558 |
| Statutory auditors | 49 | 78 |
| Other | 591 | 2.519 |
| TOTAL OTHER PAYABLES | 4.157 | 4.834 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The "other payables" item contains the amounts due to employees for compensation, holidays and leaves of absence accrued and not yet used at the reporting dates, as well as amounts due to directors and other miscellaneous payables.
The increase in the value relating to debts owed to directors is mainly due to the effect of recording the debt arising from the agreement signed on 5 June 2025 with the previous CEO, which will be settled in April 2026.
Payables for business combinations amounted to a total of €115 thousand (€115 thousand as at 31 December 2024) and are payables relating to the price to be paid to the former shareholders of the subsidiary InoNet Computer GmbH upon the occurrence of the conditions agreed in the purchase agreement in the form of shares of the parent company Eurotech S.p.A to be assigned within the next 12 months.
With reference to the item Revenues, please refer to note D. Comments on the other main income statement items are provided below.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Purchases of raw materials, semi-finished and finished products |
10.447 | 16.361 |
| Changes in inventories of raw materials | 681 | ( 1.227) |
| Change in inventories of semi-finished and finished products | ( 233) | ( 413) |
| TOTAL COST OF MATERIALS | 10.895 | 14.721 |
Costs of raw and auxiliary materials and consumables show a decrease of 26.0% over the period under review, from €14.72 million in the first half of 2024 to €10.90 million in the first half of 2025. The decrease is related to the lower turnover achieved in the first half of 2024 compared to the previous period and is influenced by the different product mix. Consumption costs, decreased less than proportionally to the decline in revenues.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Service costs | 6.020 | 6.924 |
| - of which non recurrent costs | 569 | 116 |
| Rent and leases | 351 | 474 |
| Payroll | 10.899 | 12.053 |
| - of which non recurrent costs | 568 | 182 |
| Accruals and other costs | 422 | 663 |
| - of which non recurrent costs | 99 | 111 |
| Cost adjustments for in-house generation of non-current assets | ( 1.518) | ( 1.805) |
| Operating costs net of cost adjustments | 16.174 | 18.309 |
The "operating costs" item shown in the table above, net of cost adjustments for internal increases, decrease from €18.31 million in the first half of 2024 to €16.17 million in the first half of 2025. The cost for the use of third-party assets mainly refers to short-term leases (with a duration of less than twelve months) and/or of modest value.
The Other provisions and other costs item includes an allocation to the doubtful debt provision for €27 thousand and other provisions for various types of risks totalling €111 thousand.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Industrial services | 2.040 | 2.398 |
| Commercial services | 705 | 1.093 |
| General and administrative costs | 3.275 | 3.433 |
| Total costs of services | 6.020 | 6.924 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
In the period under review, service costs recorded a decrease of 13.1%, from €6.92 million to €6.02 million; the ratio to revenues decreased from 23.7% in the first half of 2024 to 28.0% in the first half of 2025.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Wages, salaries and Social Security contributions | 10.360 | 11.379 |
| Costs of defined benefit plans | 311 | 264 |
| Other costs | 228 | 410 |
| Total personnel expenses | 10.899 | 12.053 |
In the first half of the year, payroll costs decreased from €12.05 million (€11.91 million at constant exchange rates) to €10.90 million, a decrease of 9.6% at historical exchange rates. Net of non-recurring costs of €568 thousand in the first half of 2025 and €182 thousand in the first half of 2024, the reduction compared to the first half of 2024 would amount to 13.0%. The item salaries includes €114 thousand for the pro-rata temporis portion of the cost relating to Performance Share Plans, as discussed in note 32 (as of 30 Jun 2024, the amount recorded at cost was €37 thousand).
As the table below illustrates, the number of Group employees decreased at the end of the last period, down from 361 units at 2024 year-end to 321 units at the end of the first half of 2025.
On the basis of the average value, the reduction compared to 31 December 2024 is in line with what is described above, equal to 26 units, while compared to 30 June 2024 there was a decrease of 39 units due to the reorganisation carried out in all geographical areas, but mainly in the United States and England.
| Average | at June 30, | Average | at December 31, | ||
|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | 2024 | 2024 | |
| EMPLOYEES | |||||
| Management | 5,0 | 5 | 5,0 | 5 | 5 |
| Manager | 5,0 | 5 | 5,5 | 5 | 6 |
| Clerical workers | 235,8 | 211 | 260,9 | 255 | 260 |
| Line workers | 100,9 | 100 | 101,0 | 96 | 107 |
| TOTAL | 346,7 | 321 | 372,4 | 361 | 378 |
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Adjustments to costs for internal increases as of 30 June 2025 amounted to €1.52 million (€1.81 million as of 30 June 2024) and related entirely to the capitalization of internal personnel costs of €673 thousand (€629 thousand as of 30 June 2024), material consumption costs of € 62 thousand (€67 thousand as of 30 June 2024) and service costs of € 783 thousand (€1.109 thousand as of 30 June 2024), incurred for some new product development projects in the field of "Modules and Platform" modules and systems, Edge computers, Edge AI and in the field of SW platforms for the Internet of Things.
| H1 2024 | |
|---|---|
| 101 | 1 |
| 202 | 278 |
| 303 | 279 |
| H1 2025 |
The main effect of the composition of other income derives primarily from refunds and the utilization of risk provisions, while in 2024 the main item concerned the utilization of risk provisions.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Amortisation of intangile assets | 1.533 | 1.339 |
| Amortisation of property, plant and equipment | 902 | 924 |
| Write-down of fixed assets | - | 85 |
| Total amortisation and depreciation | 2.435 | 2.348 |
Depreciation, amortisation and impairment increased from €2.35 million in the first half of 2024 to €2.43 million in the first half of 2025. This change is due mainly to the higher amortisation of development costs that began their amortisation process. In the first half of 2025, as a result of the impairment test, it not became necessary to partially write-down some development projects.
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The Group's financial management is summarised as follows:
| €'000 | H1 2025 | H1 2024 |
|---|---|---|
| Exchange-rate losses | 481 | 783 |
| Interest expenses | 373 | 517 |
| Interest expenses on lease liabilities | 43 | 49 |
| Other finance expenses | 58 | 54 |
| Financial charges | 955 | 1.403 |
| Exchange-rate gains | 418 | 1.213 |
| Interest income | 3 | 2 |
| Gain on derivatives | 18 | 50 |
| Other finance income | 15 | 403 |
| Financial incomes | 454 | 1.668 |
Net financial management worsened in the first six months of 2025 compared to the first six months of 2024 by from a positive €265 thousand to a negative €501 thousand.
Exchange rate fluctuations positively affected financial operations by €63 thousand (resulting in a positive effect of €430 thousand in the first six months of 2024). Interest expenses had an impact of €413 thousand in 2025, an improvement due to the interest rates movements compared to the impact of €564 thousand in 2024. Other financial income and charges amounted to a total of €25 thousand (€399 thousand in the first six months of 2024). In 2024, the main amount of other financial income, €399 thousand, derived from the adjustment of the business combination debt incurred for the acquisition of InoNet Computer GmbH.
Income taxes as of 30 June 2025 show a net positive effect of €655 thousand (deriving from the net effect of current tax expenses of €22 thousand, income tax credits relating to previous years of €36 thousand and deferred tax income of €641 thousand) compared to a positive effect of €62 thousand at 30 June 2024 (deriving from the net effect of current tax expenses of €145 thousand and deferred tax income of €207 thousand), recording a positive change of €593 thousand. Deferred tax assets have been recognized mainly in relation to the German and Japanese subsidiaries, which expect to report a positive pre-tax result at the end of the year.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| IRES (Italian corporate income tax) | - | - |
| IRAP (Italian Regional business tax) | 9 | - |
| Foreign current income taxes | 13 | 145 |
| Total current income tax | 22 | 145 |
| Net (prepaid) deferred taxes: Italy | (27) | - |
| Net (prepaid) deferred taxes: Non-italian | (614) | (207) |
| Net (prepaid) deferred taxes | (641) | (207) |
| TOTAL INCOME TAXES | (655) | (62) |
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Deferred tax assets as at 30 June 2025 amounted to €2.17 million (31 December 2024: €1.65 million) and were accounted for in previous years on a portion of tax losses that can be carried forward in future years, as well as inventory write-down provision, the doubtful debt provision and other deductible costs of previous years. In particular, with reference to deferred tax assets on tax losses, these were recognised in previous years to the extent that it is probable that there will be adequate future tax profits against which the losses can be used. The directors' assessment confirmed in the half-year relates to the possibility of having taxable profits in the coming years to cover the deferred tax assets recorded.
The amount of deferred tax liabilities at 30 June 2025 was €3.01 million (€3.16 million at 31 December 2024) and refers principally to the tax effects on the "Purchase Price Allocation" for trademarks with indefinite and definite useful lives and on the recognition of profits on exchange rates not realised. The decrease is mainly because of the booking of deferred taxes in the period, in addition to the forex effect on values expressed in USD and JPY and relating to the PPA values.
The Statement of comprehensive income includes:
The condensed consolidated half-year financial statements include the half-year financial statements of Eurotech S.p.A. and the half-year financial statements of subsidiaries previously shown in the Explanatory note C.
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The following table shows relationships with related parties, not eliminated on consolidation.
| RELATED PARTIES | |||
|---|---|---|---|
| Purchases from related parties |
Payables from related parties |
||
| Other related parties | |||
| Insulab S.r.l. | 171 | 349 | |
| Total | 171 | 349 | |
| Total with related parties | 171 | 349 | |
| % impact on line item | 1,0% | 3,3% |
Transactions with the company Interlogica S.r.l., of which Eurotech S.p.a. holds 10% of the share capital, and those with Insulab, of which Eurotech S.p.A. holds 40% of the share capital, relate to technical services mainly related to software activities and are carried out in market values.
The Group's financial instruments, other than derivative contracts, include bank loans in the various technical forms, leases, as well as short-term and on-demand bank deposits. These instruments are intended to finance Group operations. The Group has several other receivable and payable financial instruments at its disposal, such as trade receivables and payables arising from operations and liquidity. The Group had also transactions in derivatives, mainly swap or collar transactions on interest rates. The objective is to manage interest rate risks caused by Group transactions and by its sources of finance.
In accordance with Group policies, no speculative derivatives have been entered into.
The main risks generated by Group financial instruments are interest rate risks, exchange risks, liquidity risks and credit risks. The Board of Directors has reviewed and agreed to the policies for managing these risks, as summarised below.
The Group's exposure to the risk of interest rate fluctuations involves mainly medium-term obligations taken on by the Group, featuring variable interest rates linked to various indices. The Group signed interest rate swap contracts that provided for recognition of a variable rate against payment of a fixed rate. The contract type is designated to hedge changes in the interest rates in place on certain loans, which are the subject of the financial optimization. Group policy is to maintain between 30% and 60% of its loans at a fixed rate. At 30 June 2025, approximately 40.2% of the Group's loans were fixed-rate loans (in the first half of 2024 the percentage was approximately 21.6%). The loans in place at the Japanese company were signed at fixed rates since it is more advantageous than those at variable rates.
In view of the significant investment transactions in the US, Japan and the UK, with substantial foreign currency cash flows from operations and financial management, the Group's financial statements could be significantly affected by changes in the USD/EUR, JP¥/EUR and GBP/EUR exchange rates. During the reporting period, no foreign exchange hedges were executed because of the fluctuating USD, GBP and JP¥ flows, particularly taking into account that the individual subsidiaries tend to operate in their respective functional currencies in their respective core markets.
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About 49.7% of the sales of goods and services (30 June 2024: 47.6%) and 39.1% (30 June 2024: 38.1%) of the Group's purchase costs of goods and operating costs are denominated in a currency other than the functional currency used by the Parent Company to prepare these condensed consolidated half-year financial statements.
Although normally, the Group is not significantly exposed to price risks, over the past 24 months, due to the lack of availability of some electronic components, there have been significant increases in the price of these components that affect the total cost of the finished product. Regular activities are carried out to minimise this price increase and to discuss with the customer a possible mark-up or top-up of the sales price.
The Group trades only with known and reliable customers. The Group's policy is to check the creditworthiness grade of customers that request extended payment arrangements. In addition, the balance of receivables is monitored during the year so that the amount of non-performing positions is not significant. Only some receivables from key customers are insured.
Financial assets, recorded by trading date, are recognised in the financial statements net of write-downs calculated according to the risk of counterparty default, taking into account the information available on the customer's level of solvency and historical data.
There is no significant concentration of credit risk in the Group, even though there have been occasions over the last 3 years in which an individual customer generated more than 10% of total revenues. In 2025, only one customer generated revenues exceeding 10% (but not exceeding 20%) of total revenues for the half-year, whereas in 2024 this did not occur.
Credit risk concerning other Group financial assets, which include cash and cash equivalents and financial instruments, presents a maximum risk equal to the book value of these assets in the event of insolvency of the counterparty.
Liquidity risk is linked to the difficulty of obtaining financial resources on acceptable economic terms, which are necessary for current operations and therefore for meeting commitments. Reference is also made to the considerations already expressed in the paragraph relating to assessments regarding the adoption of the going concern assumption.
Cash flows, financing requirements, and the liquidity of Group companies, although monitored at Group level, are managed locally.
The difficult economic and financial market environment requires particular attention to liquidity risk management and, in this regard, particular attention is paid to actions aimed at generating financial resources through operational management and maintaining an adequate level of available liquidity in order to achieve an adequate financial balance.
The Group's objective is to maintain a balance between preserving funds and flexibility through the use of overdrafts, loans, leases, recourse factoring, and the possible raising of own funds on the market.
Credit lines are adequate and are used on average between 70% and 80% of the total. The Group's policy is that no more than 40% of loans should mature within 12 months. As of 30 June 2025, 21.6% of the Group's financial debt will mature within one year (first half of 2024: 50.0% based on the balances of the original plans, but following the financial optimization defined in September 2024, the percentage was determined to be 10.4%).
The risk that the Group may have difficulty meeting its legal commitments for financial liabilities is linked to the trend in turnover and any timely corrective actions, considering the current net financial position and the structure of working capital, and is moderate. The Group systematically monitors liquidity risk by analyzing specific reports, and the current economic situation and uncertainties that periodically characterize the financial markets require particular attention to be paid to liquidity risk management. For this reason, actions are taken to generate financial resources through operational management and to maintain an adequate level of available liquidity in order to ensure normal operations and address strategic decisions in the coming years. The Group therefore plans to meet the needs arising from maturing debts and planned investments through cash flows from operations, available liquidity, the raising of own funds on the market, and, if necessary, bank loans, the restructuring or refinancing of existing loans, and other forms of funding.
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A single existing loan provides for the annual measurement of financial parameters (known as covenants), failure to comply with which could result in the Group forfeiting the benefit of the term, with the consequence of having to manage its cash flows – including in terms of forward-looking assessments – with different and earlier maturities than those provided for in the original loan amortization schedules. Although only a limited portion of the company's debt includes explicit provisions for compliance with financial covenants, contractual conditions are also prevalent in other loan agreements that borrow the forfeiture of the benefit of the term from the presence of such provisions in other loan agreements (so-called cross-default clauses). The group therefore monitors the measurement of financial covenants in the preparation of periodic financial reports, as well as in the monitoring of forecast data. Existing loan agreements do not provide for the measurement of financial covenants as of 30 June 2025. In view of the expected performance for 31 December 2025, the directors will initiate appropriate discussions with the lender to define solutions consistent with the expected cash flows in the update of the business plan, which is expected to be approved by the end of the financial year. In the meantime, coverage of prospective cash flows over a period of at least 12 months is also guaranteed thanks to the support provided by the reference shareholder, pending the implementation of the mandate granted by the shareholders' meeting to the directors to complete the capital increase (currently paid up for €2.5 million out of a maximum value of €20 million).
All financial instruments recognised at fair value are classified within the following three categories:
The fair value of derivatives and of loans obtained has been calculated by discounting expected cash flows to present value applying prevailing interest rates. The fair value of other financial assets was calculated using market interest rates. As IFRS 13 requires, for each of the financial assets and liabilities the company analysed the effect of their measurement at fair value. The measurement process refers to Level 3 of the fair value hierarchy, except for trading in derivatives as described in greater detail hereunder, and revealed no considerable differences compared to the book values at 30 June 2024 and the respective comparison figures.
At 30 June 2025, the Group held the following financial instruments measured at fair value:
| (€'000) | Notional value at June 30, 2025 |
Fair value at June 30, 2025 (debit) |
Fair value at June 30, 2025 (credit) |
Notional value at December 31, 2024 |
Fair value at December 31, 2024 (debit) |
Fair value at December 31, 2024 (credit) |
|---|---|---|---|---|---|---|
| Cash flow hedge | ||||||
| Contracts Interest Rate Swap (IRS) | 794 | 11 | 0 | 1.380 | 29 | 0 |
All the assets and liabilities measured at fair value at 30 June 2025 are classified in Level 2 of the fair value hierarchy. In addition, during the first half of 2025 there were no transfers from Level 1 to Level 2 or Level 3, or vice versa.
From the comparison between the book value and the fair value by category of all of the Group's financial instruments recognised in the financial statements, there were no significant differences, other than those highlighted, that require disclosure.
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The fair value of derivatives and of loans obtained has been calculated by discounting expected cash flows to present value applying prevailing interest rates. The fair value of other financial assets was calculated using market interest rates.
Interest on financial instruments classified as variable-rate instruments is recalculated periodically during the financial year. Interest on financial instruments classified as fixed-rate instruments is kept constant until the maturity date of the instruments concerned.
As at 30 June 2024, the Group holds two interest rate swap contracts (for total notional residual amounts of €1.96 million) designated as instruments to hedge interest rate risk.
| Interest rate swap contracts | Due date | Fixed rate | Floating rate | Market value (€'000) (€'000) |
|---|---|---|---|---|
| Euro 168.734,56 | 31 July 2025 | -0,20% | Euribor 3 months | 1 |
| Euro 625.000,00 | 30 September 2026 | -0,14% | Euribor 3 months | 10 |
| TOTAL | 11 |
Interest rate swap contract conditions were negotiated to coincide with the conditions of the underlying commitments (simple hedging transaction).
The accounting treatment of these financial instruments in the reporting period entailed a decrease in shareholders' equity of €18 thousand and reduced the cash flow hedge reserve recognised directly in shareholders' equity to a positive value of €11 thousand.
On 11 June 2021, the Shareholders' Meeting of the Company approved adoption of a new incentive plan solely for individuals who have a directorship position and/or an employment contract and/or a freelance collaboration or consultancy agreement with Eurotech S.p.A. or one of its subsidiaries and who have key functions in the Group organisation chart; the plan is called "EUROTECH S.p.A. Performance Share Plan 2021-2023".
The PSP 2021 provides that the beneficiaries identified by the Company's Board of Directors be assigned the right (known as Unit) to receive Eurotech S.p.A. shares free of charge (up to a maximum of 500,000 ordinary shares) provided that the Performance Objectives have been achieved on the respective Assignment Date and that the Relationship with the Company or with one of the Subsidiaries has been constant. The Objectives defined annually by the Board of Directors must:
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The assigned Units are subject to a Vesting period of 3 (three) years during which the assigned Units may not vest, except in the case of termination in the event of Good Leaver (for example: dismissed by the company not for just cause, death, the Beneficiary's retirement and loss of the condition of Subsidiary by the employer company of the Beneficiary). Subsequently, a portion equal to 20% of the vested shares will be subject to a lockup period of 2 (two) years.
With reference to the second cycle of the plan in which 454,612 units were allocated in 2022, the time period considered concerns the years 2022-2024 and the objectives identified (with target levels other than minimum and maximum) independent from each other are calculated in relation to the following values:
The first two objectives are "non-market based" components (with a weight of 60% of the total rights assigned) while the third objective is a "market base" component (with a weight of 40% of the total rights assigned) linked the measurement of Eurotech performance in terms of TST with reference to the FTSE Italia STAR index.
With reference to the third cycle of the plan in which 500,000 units were allocated in 2023, the time period considered concerns the years 2023-2025 and the objectives identified (with target levels other than minimum and maximum) independent from each other are:
The first two objectives are "non-market based" components (with a weight of 60% of the total rights assigned) while the third objective is a "market base" component (with a weight of 40% of the total rights assigned) linked the measurement of Eurotech performance in terms of TST with reference to the FTSE Italia STAR index.
No units were assigned in 2025 or 2024.
| Year 2025 | Year 2024 | |||||
|---|---|---|---|---|---|---|
| No. Units granted |
Value of the assign units |
Value of the units for the period |
No. Units granted |
Value of the assign units |
Value of the units for the period |
|
| (€'000) | (€'000) | (€'000) | (€'000) | |||
| Perfornance Share Plan 2021 | ||||||
| Nr. Unit at the begining of the period | 500.000 | 1.136 | - | 954.612 | 2.577 | 157 |
| Nr. Unit Granted during period | - | - | - | - | - | - |
| Nr. Unit Cancelled during period | - | - | - | ( 454.612) | ( 1.441) | ( 393) |
| Nr. Unit assigned during period | - | - | - | - | - | - |
| Nr. Unit Outstanding at the end of the period | 500.000 | 1.136 | - | 500.000 | 1.136 | ( 236) |
At the closing date of the consolidated half-year financial statements, the company did not record any effect on the income statement, as it is highly likely that the economic targets set for 2023 will not be achieved. Since the start of the plan, the total amount recorded in the income statement amounts to €157 thousand.
On 28 April 2022, the Shareholders' Meeting of the Company approved adoption of a new incentive plan solely for individuals who have a directorship and/or a permanent employment relationship with Eurotech S.p.A. or one of its Subsidiaries; the plan is called "EUROTECH S.p.A. 2022 Incentive Plan".
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The IP 2022 provides that the beneficiaries identified by the Company's Board of Directors be assigned the right (known as Unit) to receive Eurotech S.p.A. shares free of charge provided that on the Assignment Date they maintain a relationship with the Company or one of its subsidiaries. The Units assigned are subject to a retention period lasting 3 (three) years starting from the respective Assignment date; during the Retention Period, the assigned Units cannot accrue unless the contract is terminated as a good leaver (for example: dismissed by the company not for just cause, death, the Beneficiary's retirement and loss of the condition of Subsidiary by the employer company of the Beneficiary). Subsequently, a portion equal to 20% of the vested shares will be subject to a lock-up period of 1 (one) year.
During 2025, no units were assigned, but 17,000 units were canceled. At the end of the half-year financial statements, the company recorded a cost of €78 thousand in the income statement, with the corresponding amount recognized in shareholders' equity. Since the beginning of the plan, the total amount recorded in the income statement amounts to €550 thousand.
| Year 2025 | Year 2024 | ||||||
|---|---|---|---|---|---|---|---|
| No. Units granted |
Value of the assign units |
Value of the units for the period |
No. Units granted |
Value of the assign units |
Value of the units for the period |
||
| (€'000) | (€'000) | (€'000) | (€'000) | ||||
| Perfornance Share Plan 2022 | |||||||
| Nr. Unit at the begining of the period | 261.000 | 767 | 78 | 218.000 | 684 | 195 | |
| Nr. Unit Granted during period | - | - | - | 58.000 | 131 | 42 | |
| Nr. Unit Cancelled during period | ( 17.000) | ( 41) | - | ( 15.000) | ( 48) | - | |
| Nr. Unit assigned during period | - | - | - | - | - | - | |
| Nr. Unit Outstanding at the end of the period | 244.000 | 726 | 78 | 261.000 | 767 | 237 |
On 29 April 2024, the Company's Shareholders' Meeting approved the adoption of an incentive plan reserved for individuals who have an administrative and/or permanent employment relationship with Eurotech S.p.A. or one of its Subsidiaries. The plan is called the "2024-2026 EUROTECH S.p.A. Performance Share Plan."
The PPS 2024 provides that the beneficiaries, as identified by the Company's Board of Directors, will be assigned the right (known as a "Unit") to receive Eurotech S.p.A. shares free of charge (up to a maximum of 500,000 ordinary shares for each of the three Plan periods) provided that the Performance Targets have been achieved on the respective Allocation Date and that the relationship with the Company or one of its Subsidiaries has been continuous. The Targets defined annually by the Board of Directors must be:
a) up to two targets must be linked to the Group's medium- to long-term economic and financial performance; b) one target must be linked to the medium- to long-term performance of the market price of the Shares (Total Shareholder Return).
The Units assigned are subject to a vesting period of 3 (three) years during which the Units assigned cannot mature, except in the event of termination of employment in the case of a Good Leaver (for example: dismissal by the company without just cause, death, retirement of the Beneficiary, loss of subsidiary status by the Beneficiary's employer). Subsequently, 20% of the vested shares will be subject to a lock-up period of 2 (two) years.
With reference to the first cycle of the plan, which saw the allocation of 329,000 units in 2025, the period considered covers the financial years 2024-2026 and the identified objectives (with target levels other than minimum and maximum) independent of each other, are calculated in relation to the following figures:
i the sum of the Group's consolidated EBITDA over the three years;
ii the Group's consolidated turnover at the end of the 2026 financial year;
iii the performance of the Total Shareholder Return of Eurotech shares compared to the Total Shareholder Return of the shares of companies belonging to the FTSE Italia STAR index.
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The first two targets are "non-market-based" components (with a weighting of 60% of the total rights assigned), while the third target is a "market-based" component (with a weighting of 40% of the total rights assigned) linked to the measurement of Eurotech's performance in terms of TST relative to the FTSE Italia STAR index.
During 2025, in addition to the allocation, some units were also canceled.
| Year 2025 | |||
|---|---|---|---|
| No. Units granted |
Value of the assign units |
Value of the units for the period |
|
| (€'000) | (€'000) | ||
| Perfornance Share Plan 2022 | |||
| Nr. Unit at the begining of the period | - | - | - |
| Nr. Unit Granted during period | 449.000 | 336 | 21 |
| Nr. Unit Cancelled during period | ( 120.000) | ( 90) | - |
| Nr. Unit assigned during period | - | - | - |
| Nr. Unit Outstanding at the end of the period | 329.000 | 246 | 21 |
At the closing date of the consolidated half-year financial statements, the company recorded a cost in the income statement of €21 thousand, the counterpart of which was recorded in shareholders' equity. Since the beginning of the plan, the total amount recorded in the income statement amounts to €21 thousand.
On 29 April 2024, the Company's Shareholders' Meeting approved the adoption of an incentive plan reserved for individuals who have an administrative and/or permanent employment relationship with Eurotech S.p.A. or one of its subsidiaries. The plan is called the "EUROTECH S.p.A. 2025-2027 Retention Plan."
The 2025-2027 PRE provides that the beneficiaries, as identified by the Company's Board of Directors, are assigned the right (known as a Unit) to receive Eurotech S.p.A. shares free of charge, provided that on the respective Allocation Date they have an existing relationship with the Company or one of its subsidiaries. The Units assigned are subject to a retention period of three (3) years starting from the respective Assignment Date; during the Retention Period, the Units assigned cannot mature, except in the case of termination of employment in the event of a Good Leaver (for example: dismissal by the company without just cause, death, retirement of the Beneficiary, loss of Subsidiary status by the company employing the Beneficiary). Subsequently, 20% of the vested shares will be subject to a lock-up period of one (1) year.
During 2025, 260,579 units were assigned. At the end of the half-year financial statements, the company recorded a cost of €15 thousand in the income statement, with the corresponding amount recognized in shareholders' equity. Since the start of the plan, the total amount recorded in the income statement amounts to €15 thousand.
| Year 2025 | |||
|---|---|---|---|
| No. Units granted |
Value of the assign units |
Value of the units for the period |
|
| (€'000) | (€'000) | ||
| Perfornance Share Plan 2022 | |||
| Nr. Unit at the begining of the period | - | - | - |
| Nr. Unit Granted during period | 260.579 | 185 | 15 |
| Nr. Unit Cancelled during period | - | - | - |
| Nr. Unit assigned during period | - | - | - |
| Nr. Unit Outstanding at the end of the period | 260.579 | 185 | 15 |
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Several Group companies during the first half of 2025, as was already the case in the first half of 2024 incurred costs that they considered to be non-recurring, compared to ordinary operations. In particular, these costs refer to personnel costs and provisions for risks related to the costs incurred and to be incurred with reference to the reorganisation of the local workforce and costs for services also incurred in support of the activities carried out for this reorganisation or of a non-recurring nature.
| (€'000) | H1 2025 | H1 2024 |
|---|---|---|
| Service costs | 569 | 116 |
| Payroll | 568 | 182 |
| Accruals and other costs | 99 | 111 |
| Non-recurrent costs | 1.236 | 409 |
As already reported in the disclosure on business continuity and liquidity risk, the directors have recently updated the forecast of expected cash flows over a period of at least 12 months, taking into account the lower performance achieved in the first few months of the year, but also factoring in the new contracts acquired and the measures to rationalize structural costs already completed. On the basis of the cash requirements identified by management, which will be further updated with the approval of the group's new business plan expected towards the end of the financial year, discussions continued with the reference shareholder Emera S.r.l., which has already provided financial support for the group's cash requirements during the half-year. The reference shareholder has therefore confirmed its willingness to support the Group's cash requirements up to an amount of €6.5 million, in addition to the payments already made towards a future capital increase.
The directors, who were authorized by the shareholders' meeting to carry out a capital increase, even in several tranches, up to a maximum of €20 million (to date, €2.5 million has been carried out in conversion of future capital increase payments already made by Emera S.r.l.), have convened a shareholders' meeting for October 15, 2025, in order to submit for approval by the shareholders the amendment to the Articles of Association regarding the thresholds for the mandatory public tender offer (PTO), currently set at 30% of the share capital, with a request to raise this ratio to the maximum of 40% provided for by the applicable regulations. No other significant events occurred after the end of the half-year and up to the date of approval.
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There are no significant seasonal trends in the sector in which the Group operates, even though historically the Group has a higher concentration of revenues in the second half of the year. These higher sales are mainly due to the scheduling of purchases by customers.
Amaro, 11 September 2025
On behalf of the Board of Directors The Chief Executive Officer Dr. Massimo Milan
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
of the administrative and accounting procedures for the preparation of the condensed consolidated halfyear financial statements for the period from 1 January 2025 to 30 June 2025.
Amaro (Udine), 11 September 2025
Eurotech S.p.A.
signed Massimo Milan signed Sandro Barazza
Chief Executive Officer Financial Reporting Manager


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